definiens: shall mean an agreement between MLNM and a third party collaborator ( other than · a MLNM Affiliate ) whereby ( i ) MLNM provides a software program, hardware or other technology component that is not 23 principally or primarily for use in the Field to the third party for the purpose of the third party developing and commercializing a technology tool that is not principally or primarily used or usable in the Field, but may have incidental applications within the Field, ( ii ) except for funds provided in exchange for an equity position in the collaborator entity, any funds provided by MLNM to the third party are restricted to use in connection with the development of the specified tool, ( iii ) the third party 's ( or its pertinent business unit 's ) ( x ) revenues during the then current and any subsequent fiscal year from business or activities in the Field do not exceed 25 % of the third party 's ( or its pertinent business unit 's ) revenues for such current or subsequent fiscal year, and ( y ) expenditures on research and development relating to the Field do not exceed 25 % of the third party 's ( or its pertinent business unit 's ) research and development budget for such current or subsequent fiscal year, ( iv ) the third party and not MLNM or a MLNM Affiliate will sell or license the tool to third party customers and will not be the end user of the tool, ( v ) MLNM and MLNM Affiliates will not sell or license the tool to end users except as permitted under Section 2.1 of the Additional Technology Agreement, ( vi ) the Horizon Technology, GLGC Improvements, Additional Licensed Technology, and/or the MC4 Target Rights or any MC4 Antagonists are not used in connection with the collaboration activities ( except that the Additional Licensed Technology may be used outside of the exclusivity granted to GLGC ) and ( vii ) if the tool is materially useful in the Field, MLNM uses commercially reasonable efforts to provide or cause the collaborator to provide to GLGC a non - exclusive fully paid - up internal business use license to use the tool on standard terms offered to others ( including support ), at such time as the tool is first commercially suitable, provided the price of such tool is not material, in MLNM 's reasonable discretion, in proportion to the aggregate value of the consideration paid by GLGC under this Agreement . Upon the reasonable request of GLGC, MLNM will use all commercially reasonable efforts to provide, or to cause the third party collaborator to provide, in good faith, information and documentation to support a determination that the requirement under clause ( iii ) above is satisfied