definiens: means a Sublicensee to whom Adapt has granted a right to offer forsale, have sold or sell one or more Products in all or a portion of the Territory including exclusive distributors, butexcluding ( i ) Persons who Manufacture Product(s ) or any element thereof and sell such Product(s ) only to or at thedirection of Adapt, Sublicensees or any of their respective Affiliates, ( ii ) wholesalers, ( iii ) pharmacies, ( iv ) Personscomprising the First Responder Market, ( v ) any Person performing third party logistics or warehousing services onbehalf of Adapt or its Affiliates or Sublicensees, and ( v ) any other Person to whom Adapt has not relinquishedmaterial control over commercial decision - making in respect of the applicable Products and where such Person doesnot have any obligation to make an upfront, milestone or royalty payment with respect to the applicable Products