definiens: and its cognates mean, with respect to a Target, that ( a ) [COMPANY] has notgranted any Third Party any license, or option to acquire a license, under the [COMPANY] Technologyto Exploit cellular therapy products Directed Against such Target ( excluding licenses granted toservice providers solely to provide services to [COMPANY] ), or if [COMPANY] has granted such a license oroption to acquire a license, such license or option to acquire a license has expired or terminated;and, if the requirement in clause ( a ) is met, ( b ) [COMPANY], together with its Affiliates and any ThirdParty to which [COMPANY] had previously granted a license or option as described in clause ( a ), havenot ( i ) expended an aggregate amount in excess of [ * * * ] dollars ( US$ [ * * * ] ) directly in the researchand development of a cellular therapy product Directed Against such Target, or ( ii ) initiated anyIND - enabling GLP toxicology studies for a cellular therapy product Directed Against such Target