definiens: . Related Party shall mean a Party 's Affiliates and permitted Sublicensees ; provided that the term Related Party includes only those distributors whose obligations to such Party or Affiliate include responsibility for sales and/or marketing efforts for and on behalf of such Party in a country of the Territory with respect to the Product or sharing of costs and expenses with respect to sales and/or marketing of the Product on behalf of a Party or its Affiliates, and does not include distributors of such Party or its Affiliates who purchase Product from such Party or its Affiliates in an arm 's length transaction and who have no sales or marketing obligation for and on behalf of such Party or its Affiliates with respect to the Product . For clarity, Fovea and its Affiliates shall not be deemed Related Parties of [COMPANY] and [COMPANY] and its Affiliates shall not be deemed Related Parties of Fovea