definiens: means a -nlird Party to whom NN bas granted a license or sublicellsc under its rights under this Agreement to research, develop, make, have made, use, Import, have sold, sell or oITcr to sell a Licensed Product in Olle or more couutries of the world . For the purpose of any compensation payable to ZOEN hcreunder, shall include a TIlird llarty to wilorn NN, its Affiliatcorauothcr Sublicensee ( a ) shall have sold or transferred a Licensed Product in bulk : ( e.g., as bulk rflXIll ) or other fonn and the Licensed Product is cbanged into another fonn or composition ( e.g., fonnulation, dose Conn, etc ) for sale for Ulerapcutic, propbylactie or diagnostic purposes, provided, that in Ule case of a diagnostic Licellsed Product, rFXm acts therein as an active ingredicnt(through biudiJlg or otherwise ), or ( b ) shall have granted the right 10 dlSu'ibuleollc or more Licensed Product(s ), wherein such a distributor pays to NN, its Affiliate or such other Sublicensee 11 royalty based on Ute revenues received or profits eamed by the distributor for Ole sale of such Licensed Product(s ), but shall not include allY TIllrd Party where NN, its Affiliate or another Sublicensee merely sells such Licensed Product at a fixed transfer plice to sucb distributor for resale by such distributor and Ule pru1y is nol compensated based on the resalc price or profit of such Liceosed Product uy such distnbutor