definiens: . Sublicensee, as to a Licensed Product, means any Third Party to whom a Party or any of its Affiliates grants a sublicense ( a ) in the case of [COMPANY] or its Affiliates, under any [COMPANY] Technology to Develop, Manufacture or Commercialize any Licensed Product in the Field in the Territory, and ( b ) in the case of [COMPANY] or its Affiliates, under any [COMPANY] Technology licensed to [COMPANY] pursuant to Section 3.2 or Section 11.3 ; provided that the term does not include [ wholesale distributors or any other Third Party who purchases Licensed Product, where such Third Party does not have a sublicense to Develop or Manufacture Licensed Product except for a limited sublicense to the extent required to enable such Third Party ( i ) to perform final packaging for such Licensed Product for local distribution, ( ii ) to conduct a confirmatory clinical trial to support a regulatory filing in such Third Party 's territory or ( iii ) to prepare and make the regulatory filing for a Licensed Product in the Field in such Third Party 's territory ] *