definiens: shall mean any person or entity v.ith a ' Valid and subsistin, g Research or Conunex - cial License permitting the use ofCrocell Technology for the research and development, manufacture, marketing, sale or distnbution of Products in any country of the Territory . A shall mean a license with a Licensee permitting research, development, captive manufacture of pre - clinical matex - ial and/or a specific Own Product and commex - cial sale and distribution of a specific Product ; a shall mean such a license permitting only research and development activities, including captive production ofpre - cbnical andlor clinical material of Ovvn Products . Unless otherwise mutually agreed by the parties, any Commercial and Research License shall contain standard conditions and shall in all material respects contain and be consistent with the standard tenus and conditions and format to be agreed upon by the parties pursuant to Section 4.3 . No third party shall be entitled or allowed by [COMPANY] or [COMPANY] to have or use PER.C6 Cells or [COMPANY] Technology in the Field other than by obtaining a Research License, a Commercial License or by entering into an MTA . .L\n shall mean a material transfer agreement of which the format shall be agreed upon by the Business Development Committee, and which will have a validity of no more than 9 months, which enables and entitles a third party, free of charge, to obtain and use PER .. C6 Cells for evaluation purposes only