definiens: means any entity to whom an express sublicense ha s been granted under the Patent Rights and/or Technology Rights . For clarity, a third part y wholesaler or distributor who has no significant responsibility for marketing and promotion of the L icensed Product within its distribution territory o r field ( i.e., the third party simply functions as a resell er ), and who does not pay any consideration to Lice nsee or an Affiliate for such wholesale or distributor righ ts, shall not be deemed a Sublicensee ; and the resa le by such a wholesaler or distributor shall not be treat ed as royalty bearing Net Sales by a Sublicensee pr ovided that a royalty is being paid by Licensee for the in itial transfer to the wholesaler or distributor pur suant to Section 3.2 . This definition does not limit License e ’s rights to grant or authorize sublicenses under the Agreement