definiens: means any Third Party to whom [COMPANY] or its Affi liates have granted a sublicense under the licenses conveyed to [COMPANY] under the [COMPANY] IP to make, have made, use, sell, offer for sale o r import a Licensed Product in the Field in the Territory in a ccordance with Section 2.1.2 . As used in this Agree ment, the term shall also include a Third Party to whom [COMPANY] or its Affiliate have granted, dir ectly or indirectly, the right to distribute a Licensed Prod uct ; provided that such Third Party has the responsibility for marketing or promotion of a Licensed Product within the markets or territories for which such distribu tion rights are granted, but shall not include a Third Party whose only role with respect to a Licen sed Product is as a contractor or service provider such as a co ntract manufacturer or contract researcher or the l ike