definiens: means any one of Licensee, its AFFILIATES, third parties to this Agreement to which RCT has granted a license under the LIC ENSED PATENTS, or any person enjoying a special course of dealing with Licensee or its AFFILIATES . By way of example but not limitation, a includes co -marketing arrangements between Licensee and a third party wherein the third p arty may SELL products, arrangements under which a third party will SELL products under a private labeling arrangement with Licensee, distribution arrangements with third parties in which Licensee or its AFFILIATE shares, directly or indirectly, in the pro ceeds from such distributor ’s SALES of an PHYLOS PRODUCT, or barter arrangements in which Licensee exchanges products for other products in kind . A distributor ( other than an AFFILIATE ) of Licensee ’s product under Licensee ’s name or mark shall not be consi dered a RELATED PARTY if Licensee ( or its AFFILIATE ) does not share, either directly or indirectly, in the proceeds from such distributor ’s sales of Licensee ’s product