definiens: means a Third Party to whom a Party ( or its Affiliate(s ) ) ( i ) will have granted a license or sublicenseunder its rights under this Agreement ( which for [COMPANY] is a sublicense under the Licensed Intellectual Property, and forSpectrum is a license under [COMPANY] ’s retained rights ) to sell, offer for sale, or import Royalty - Bearing Product in one ormore countries, and ( ii ) will have granted the right to distribute Royalty - Bearing Product wherein such Third Party pays tosuch Party ( or its Affiliate(s ) ) granting such license ( or sublicense ) a royalty based upon the revenues received by the suchThird Party for the sale of Royalty - Bearing Product ; provided, however, will not include ( A ) any Third Partywho receives a license to use a unit of Royalty - Bearing Product arising by operation of law or otherwise, or as a consequenceof the purchase of said unit of Royalty - Bearing Product, or ( B ) any Third Party where such Party ( or its Affiliate(s ) ) grantingthe license ( or sublicense ) sells Royalty - Bearing Product under a Trademark license or under a fixed price to such distributorfor resale by such distributor and in each case such Party ( or its Affiliate(s ) ) is not compensated based on the resale price ofsuch Royalty - Bearing Product by such distributor