definiens: shall mean ( i ) any person or entity other than a sublicensee that develops, sells, transfers, leases, exchanges or otherwise -39- disposes or provides Collaboration Products in conn ection with, or as a result of, an agreement, arrangement or other relationship with a Party, any Affiliate, any Joint Venture or any sublicensee ( provided that, distributors and wh olesalers, to the extent acting in their capacity as such, are excluded from the definition of so long as any Collaboration Products sold to or by them are alrea dy subject to a royalty payment hereunder based on the Final Sale by some other party ) ; and ( ii ) any person or entity other than a sublicensee that has an agreement, arrangement or o ther relationship with a Party, any Affiliate, any Joint Venture or any sublicensee for the research or development of Collaboration Products . For the avoidance of doubt, a person or entity shall not be deemed to be a Development Partner hereunder with respect to any activities, payments, proceeds, products or services which do not relate to, arise out of or result from the foregoing agreements, arrangements or relationships with a Pa rty or any Affiliate, Joint Venture or Sublicensee described in ( i ) or ( ii ) above