definiens: shall mean, with respect to a Party and a Third Party, either that ( a ) as of December 27, 199 9, there was in force a Transfer Agreement between such Party ( or its Affil iate(s ) ) and such Third Party, and that as of such date there was not in fo rce a Transfer Agreement between such Third Party and the other Party hereto ; ( b ) as of December 27, 1999, there was in force a Transfer Agreement betwe en such Party ( or its Affiliate(s ) ) and such Third Party, and as of such date there was also in force a Transfer Agreement between such Third Party and t he other Party hereto ( or its Affiliate(s ) ), but the Transfer Agreement of the fi rst Party ( or its Affiliate(s ) ) predates the Transfer Agreement of th e other Party ( or its Affiliate(s ) ), and, if [COMPANY] ( or its Affiliate(s ) ) is such first Party, [COMPANY] ( or its Affiliate(s ) ) did not have a Transfer Agree ment with such Third Party with respect to Antibodies as of December 27, 1999 ; or ( c ) a Transfer Agreement had been in force between such Party ( or its Affili ate(s ) ) and such Third Party within three ( 3 ) years prior to December 27, 1999, and there was not in force, and had not been in force within two ( 2 ) years prio r to December 27, 1999, a Transfer Agreement between such Third Party and the other Party hereto ( or its Affiliate(s ) )