definiens: means, with respect to a Payor, an entity to which such Payor or its Affiliates grants a sublicense ofUBC Controlled IP or any entity who has obtained directly or indirectly from or through such Payor or its Affiliatesany rights to the UBC Controlled IP or Licensed Product, and shall include all sub - sublicensees, or any Third Partiesthat have entered into agreements with such Payor or its Affiliates for the use, development, co - development, partnered development, marketing or sale of Licensed Products or granting rights to such Third Party in the UBCControlled IP . For purposes of clarity, neither ( i ) controlled contractors of a Payor, such as contract researchorganizations and contract manufacturing organizations, nor ( ii ) arms length distributors of Licensed Products wherethe Payor ’s consideration for the sale of Licensed Product to such distributor is not contingent on the amount orprice of Licensed Product sold by such distributor, shall be considered Sublicensees hereunder