definiens: means a Third Party to whom [COMPANY] will have granted a license or sublicense under [COMPANY] 's rights pursuant to Section 2.4 to sell, offer for sale, or import Licensed A-9 Product in one or more Sublicense Countries . Solely for the purpose of any compensation payable to [COMPANY] hereunder, will include a Third Party to whom [COMPANY] or another Sublicensee will have granted the right to distribute Licensed Product wherein such distributor pays to [COMPANY] or such other Sublicensee a royalty based upon the revenues received by the distributor for the sale of Licensed Product, but will not include ( i ) any Third Party who receives an implied license to use a unit of Licensed Product arising by operation of law, as a consequence of the purchase of said unit of Licensed Product or ( ii ) any Third Party where [COMPANY] or another Sublicensee sells Licensed Product at a fixed transfer price to such distributor for resale by such distributor and [COMPANY] is not compensated based on the resale price of such Licensed Product by such distributor