definiens: means a collaboration between [COMPANY] and/or its A ffiliates and one or more Third Parties involving the Research, Developm ent, Manufacture and/or Commercialization of one or more RNAi Products and/or miRNA Products and established under a written agreement in which ( a ) the scope o f the licenses granted, and financial or other commitment s of value, are of material value to [COMPANY] and/or its Affiliates, and ( b ) [COMPANY] and/or its Affiliates u ndertakes and performs substantial, mutual research activity with the Third Party . For purposes of clarity, it i s understood and agreed that no collaboration in wh ich all or substantially all of [COMPANY] ’s or its Affiliates ’ c ontributions or anticipated contributions are or wi ll be solely in the form of the grant by [COMPANY] or its Affiliates of licenses or sublicenses to one or more Intellect ual Property Rights, will be considered a Bona Fide Collaboratio n