definiens: means, with respect to a proposed ROW Arrangement, any Third Party that at the time of determination is a party to a marketing agreement with the Offering Party or its Affiliates ( which such agreement has been in existence for not less than three years ) in the country that is the subject of the proposed ROW Arrangement involving the marketing by such Third Party of one or more of those products of the Offering Party which, during either of the two full calendar years prior to the date of detennination, accounted for sales revenue which represented 40 % or more of the Offering Party 's gross revenue in such country during the applicable year, provided that, with respect to Italy and Spain, a Pre - Existing S - P Relationship shall be deemed to exist with respect to any Third Party other than a Third Party that together with its Affiliates at the time of detennination is either ( i ) one of the top ten companies in worldwide gross sales of Ethical Pharmaceutical Products or ( ii ) one of the top five companies in gross sales of Ethical Phannaceutical Products in the European Union ( other than any of those companies referred to in clause ( i » . Notwithstanding the foregoing, A. Menarini Pharmaceutical Industries Group, Ltd. and its Affiliates shall be deemed to be a Pre - Existing S - P Relationship with respect to Italy and Spain