definiens: means ( 1 ) licenses granted by [COMPANY] before or aft er the Effective Date to any Third Party under the [COMPANY] Core Technology Patents, the [COMPANY] Manufacturing and Analytical Patents, or the [COMPANY] Manufacturing and Analytical Know - How ( but not unde r the [COMPANY] Product - Specific Patents ) to ( a ) use AS Os ( or supply ASOs to end users ) solely to conduct preclin ical research, or ( b ) enable such Third Party to ma nufacture or formulate ASOs, where ( i ) such Third Party is prima rily engaged in providing contract manufacturing or services and is not primarily engaged in drug discovery, dev elopment or commercialization of therapeutics ; and ( ii ) [COMPANY] does not assist such Third Party to identify, disco ver or make a Compound or Product ; and ( 2 ) material transfer agreements with academic collaborators or non - profi t institutions solely to conduct non - commercial res earch