definiens: means any entity or person to which a sublicense at any tier has been granted under anyLicensed Patent under this Agreement . For clarity, a ( a ) third party manufacturer that manufactures LicensedProducts for resale by Licensee, its Affiliate or Sublicensee shall not be deemed a Sublicensee, provided that aroyalty is being paid by Licensee for the sale of those Licensed Products pursuant to Section 3.3.1 and / or(b ) third party wholesaler or distributor who has no significant responsibility for marketing and promotion of theLicensed Product within its distribution territory or field ( i.e., the third party simply functions as a reseller ), andwho does not pay any consideration to Licensee, an Affiliate of Licensee or Sublicensee for such wholesale ordistributor rights, shall not be deemed a Sublicensee ; and the resale by such a wholesaler or distributor shall notbe treated as royalty bearing Net Sales by a Sublicensee provided that a royalty is being paid by Licensee forthe initial transfer to the wholesaler or distributor pursuant to Section 3.3.1