definiens: shall mean a research, development and/or commercialization project that involves the use of [COMPANY] Mice, [COMPANY] Mice, and/or KM - Mice, and/or a grant of rights ( inc luding, without limitation, a license or sublicense ) under the [COMPANY] Technology, [COMPANY] Technology, and/or KM Patent Rights, to Exploit and/or have Exploited Ant ibodies originally obtained, isolated, identified or derived from such mice ( and /or Antibody Materials related thereto and/or Antibody Products containing such Antibodies ) and as to which ( a ) substantially all of the research or deve lopment effort will come from [COMPANY] 's ( and/or its Affiliate 's ) internal research or development assets and [COMPANY] ( and/or a [COMPANY] Affiliate ) retains Substantia l Commercialization Rights with respect to the Antibody Product(s ) resulting f rom such project ; ( b ) [COMPANY] ( and/or a [COMPANY] Affiliate(s ), as permitted under Se ction 8.5.3 hereof ) has entered into a written collaborative research, deve lopment and/or commercialization agreement with one or more [COMPANY] Affiliate(s ) or Third Party(ies ) with respect to the Exploitation of the Antibody [ * ]= Certain confidential information contained in t his document, marked by brackets, has been omitted and filed separately wit h the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended