definiens: means a Third Party to whom a Party, as permitted under this Agreement, grants a license orsublicense, as the case may be, under the Joint IP, [COMPANY] IP or [COMPANY] Collaboration IP to Research, Develop, Manufacture, Commercialize or otherwise use Program DARTs, Diagnostics and/or Licensed Products in the Field orotherwise grants rights to distribute, promote or sell Diagnostics or Licensed Products in the Field ; provided, however, that theterm shall not include ( a ) any wholesale distributor, Generic Licensee or Compulsory Licensee or ( b ) any otherThird Party who purchases a Diagnostic or Licensed Product and does not have a license or sublicense, as the case may be, under the Joint IP, [COMPANY] IP or the [COMPANY] Collaboration IP to Develop or Manufacture such Diagnostic or LicensedProduct, other than a limited license or sublicense, as the case may be, as required to enable such Third Party ( i ) to performfinal packaging for such Diagnostic or Licensed Product for local distribution, ( ii ) to conduct a confirmatory Clinical Trial ofsuch Licensed Product to support a filing for Regulatory Approval of such Licensed Product in such Third Party ’s distributionterritory or ( iii ) to prepare and make a filing for a Regulatory Approval of such Licensed Product in such Third Party’sdistribution territory