definiens: means, on a Product - by - Product and country - by - country basis in the Sobi Territory, aSubcontractor appointed as distributor by Sobi or any of its Aﬃliates or Sublicensees of a Product in such country where(a ) such Subcontractor is primarily responsible for Commercialization activities with respect to such Product in suchcountry and ( b ) the gross amount invoiced to such Subcontractor by Sobi or any of its Aﬃliates or Sublicensees withrespect to such Product in such country is less than [ * * ] percent ( [ * * ] % ) of the gross amount invoiced by suchSubcontractor to Third Parties for such Product in such country ( but, if such amount is not available to Sobi despite Sobihaving used Commercially Reasonable Eﬀorts to obtain it, and the Parties are unable to agree upon such amount, theParties shall submit such dispute for resolution to a mutually agreed independent accounting expert, whose decision willbe final and binding on the Parties )