definiens: or means an agreement entered into between a Party ( or an Affiliate ) and a Third Party which may be an investigator, academic or research institution, governmental entity or other entity, f or unsolicited proposals regarding pre - clinical res earch and/or a Clinical Trial involving a Licensed Compou nd, Licensed Product, Biomarker Test or Companion Diagnostic and for which the Third Party is the sponsor of such research and/or Clinical Trial ( and neither of the Parties nor any of their Affiliates accept the role of sponsor or co - sponsor ), pursuant to which a Party ( or an Affiliate ) is prov iding the sponsor of such research with drug produc t ( in the form of a Licensed Compound, a Licensed Pro duct and/or placebo ) and/or financial support and, which has been approved pursuant to, and meets the criteria of, the policies and procedures establishe d by the GSC or JCC ( which policies and procedures sh all not be inconsistent with [COMPANY] ’s internal policies and procedures with respect to such matter s, to the extent generally applicable to all of Bay er ’s products )