definiens: means non - Affiliate third party to whom NeurogcsX has granted(i ) the right to market and sell a Product purchased from LTS under this Agreement or the SupplyAgreement, provided that such third party has primary responsibility for and has the right to directand control the marketing and promotion of such Product in its distribution territory and the right torecord sales of such Product for its own account or ( ii ) the right to make ( to the extent thatNeurogesX has the right to do so pursuant to Section 7.3 or the Supply Agreement ) and sell aProduct, with respect to Products that were manufactured and then sold by such third party, withinthe scope of the license from LTS hereunder . For the avoidance of doubt, Suhlicensee shall excluderetailers, wholesalers, distributors or specialty distributors, but shall include marketing partners ofNeurogesX