definiens: shall mean any Third Party ( other than Bayer Healthcare LLC and its Affiliates ) that isemployed by or otherwise under written contract with Bayer Healthcare LLC or any of its Affiliates to make, use, sell, offer forsale, import, or export Licensed Product in the Field in any country ( or portion thereof ) in the Territory on behalf of, or in collaboration or partnership with, Bayer Healthcare LLC or any of its Affiliates, pursuant to a sublicensethat Licensee grants to Bayer Healthcare LLC and its Affiliates under and in accordance with Section 2.04 ; provided however, the term shall not apply to any such Third Party to which Licensed Product is sold by Bayer HealthcareLLC or any of its Affiliates solely for resale by such Third Party to other Third Parties in the Field in any country ( or portionthereof ) in the Territory, where such Third Party ( i ) does not pay any consideration to Bayer Healthcare LLC, Licensee, or anyof their respective Affiliates in connection with its resale of Licensed Product, and ( ii ) has no significant contractualobligations to Bayer Healthcare LLC, Licensee, or any of their respective Affiliates with regard to marketing or promotion ofthe Licensed Product