definiens: shall mean any Person ( other than another Licensee ) that is employed by or otherwise underwritten contract with a Licensee to make, use, sell, offer for sale, promote, distribute, or market Licensed Product in the Fieldin any country ( or portion thereof ) in the Territory on behalf of, or in collaboration or partnership with, such Licensee;provided, however, the term shall not apply to any such Person to which Licensed Product is sold by Licenseesolely for resale by such Person to Third Parties in the Field in any country ( or portion thereof ) in the Territory, where suchPerson ( i ) does not pay any consideration to any Licensee or any Affiliate of any Licensee in connection with its resale ofLicensed Product, and ( ii ) has no significant contractual obligations to any Licensee or any Affiliate of any Licensee withregard to marketing or promotion of the Licensed Product