definiens: means a Third Party distributor of Licensed Produ ct appointed or contracted by Licensee or any of its Affiliates or any of its or their respective Sublicensees in a pa rticular country of the Territory, in circumstances where such Third Party purchases its requirements of Licensed Produ ct from Licensee or its Affiliates or any of its or their r espective Sublicensees, which Third Party distribut or either : ( a ) has no royalty or other payment obligation to L icensee or any of its Affiliates or any of its or t heir respective Sublicensees that is calculated based on amounts in voiced or received by or on behalf of such Third Pa rty distributor ( or any of its Affiliates ) for sales of Licensed Product in such country ; or ( b ) does not take title to Licensed Product, does not invoice Licensed Product sales to Third Party customers in such country, an d is responsible only for inventory management and distr ibution on behalf of Licensee or any of its Affilia tes or any of its or their respective Sublicensees in such cou ntry