definiens: shall mean a research, development and/or commercialization project that involves the use of [COMPANY] Mice, KM - Mice and/or [COMPANY] Mice, and/or a grant of rights ( incl uding, without limitation, a license or a sublicense ) under the [COMPANY] Technology, [COMPANY] Technology and/or KM Patent Rights, to Exploit and/or have Exploited Antibodies originally obtained, isolated, identified or derived from such mice ( and/or Antibody Materials related thereto and/or Antibody Products containing such Antibodies ) and as to which ( a ) [COMPANY] ( and/or a [COMPANY] Affiliate ( s ), as permitted under Section 8.5.3 hereof ) has entered into a written ag reement with one or more Third Party(ies ) with respect to such Third Party 's ( ies ' ) Exploitation of the Collaboration Product(s ) resulting from such projec t whereby neither [COMPANY] nor any [COMPANY] Affiliate retains any Substantial Commerc ialization Rights with respect to such Collaboration Product(s ) ; or ( b ) Ki rin ( and/or a [COMPANY] Affiliate(s ), as permitted under Section 8.5.3 here of ) has entered into a material transfer or other technology evaluation ag reement with one or more Third Party(ies ) ( other than an agreement that gran ts to such Third Party(ies ) a sublicense under a License granted by [COMPANY] to Ki rin pursuant to this Agreement ) for the purpose of determining whether s uch Third Party(ies ) desires to conduct a project that meets the requirements se t forth in clause ( a ) of this Section ; provided, however, that a shall not include any ( i ) project resulting from a [COMPANY] In - House Project ; or ( ii ) Services Project