definiens: means a Third Party to whom [COMPANY] ( or its Affiliate ) has granted a license or sublicense or other right under any of the Licensed Patent Rights, Licensed Technology, and/or Program Patents, or [COMPANY] Patent Rights, to Develop, make and have made, use or Commercialize a Compound or Product ; provided, however, that a Sublicensee shall not include any A for this purpose means a Third Party to whom [COMPANY] or its Affiliate sells quantities of Compound and/or Product at a transfer price that is independent of the price at which the Third Party resells such quantities, in circumstances in which [COMPANY] or its Affiliate has no financial interest i n such quantities of Compound and/or Product ( including that [COMPANY] and its Affiliates have no royalty interest in the resales of such quantities of Compound and/or Product ), and the Third Party and its affiliates have no right to manufacture the Compound and/or Product