definiens: means any one of Licensee, AFFILIATES ofLicensee, or any third party that is not an AFFILIATE of Licensee to which : ( a)Licensee or its AFFILIATE has granted the right to distribute a LICENSED PRODUCTand such third party either is responsible for the marketing and promotion ofsuch LICENSED PRODUCT or shares with Licensee or its AFFILIATE the proceeds fromsuch third party 's SALES of LICENSED PRODUCT ; ( b ) Licensee has grantedco - marketing rights wherein the third party may SELL LICENSED PRODUCTS, ; or ( c)Licensee is under an obligation to a third party to supply or manufactureLICENSED PRODUCTS for SALE by the third party under such third party 's name ormark . A distributor of LICENSED PRODUCTS under Licensee 's name or mark shall notbe considered a RELATED PARTY if neither Licensee nor its AFFILIATE shares, directly or indirectly, in the proceeds from such distributor 's SALES of suchLICENSED PRODUCT