definiens: shall mean consideration of any type received by [COMPANY] ( and/or any [COMPANY] Affiliate(s ) ) from a Partner in connection with a [COMPANY] Partner Project, includin g, without limitation, up front payments, license fees and milestones, but ex cluding amounts received in the form of ( a ) royalty payments on sales of produc ts ; ( b ) amounts received, at or below fair market value, for services provided b y [COMPANY] ( or a [COMPANY] Affiliate ), such as producing Antibodies and Manufa cturing Antibody Products or conducting research ; ( c ) amounts received, at or be low fair market value, for equity in [COMPANY] ( or a [COMPANY] Affiliate ) ; ( d ) equ ity received from a Partner in exchange for monetary consideration at or above fair market value ; or ( e ) amounts received in the form of a loan to [COMPANY] ( or a [COMPANY] Affiliate ) or repayment of a loan from [COMPANY] ( or a [COMPANY] Affi liate ) ; provided, however, that Partner Payments shall not include any conside ration received by [COMPANY] ( and/or any [COMPANY] Affiliate(s ) ) from a [COMPANY] Pa rtner in connection with a [COMPANY] Partner Project to the extent that such con sideration was provided in exchange for access to, the right to immunize, and/ or the grant of a license that covers, [COMPANY] Mice or to the extent such con sideration relates to a product or process that was not developed using Kir in Mice or KM - Mice . For purposes of this definition, in the event that any such consideration is received by [COMPANY] ( and/or any [COMPANY] Affiliate(s ) ) from any [COMPANY] Partner in exchange for the grant by [COMPANY] ( or a [COMPANY] Affiliate ) to such [COMPANY] Partner of access, the right to immunize and/or a l icense, which access is to, and the right to immunize and/or such license [ * ] s hall constitute a ; provided, however, that in the ev ent [COMPANY] ( or a [COMPANY] Affiliate ) grants access to, the right to immunize, or a license that [ * ] and the [ * ] .Medarex Partner Project " shall mean a research, development and/or commercialization project that involves the use of [COMPANY] Mice and/or KM - Mice, and/or a grant of rights ( including, witho ut limitation, a license or a sublicense ) under the [COMPANY] Technology and/or KM Pa tent Rights ( whether or not such project also involves the use of [COMPANY] Mice and/or a grant of rights ( including, without limitation, a license or a subl icense ) under the [COMPANY] Technology ), to Exploit and/or have Exploited Antib odies 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 ), a s permitted under Section 8.5.3 hereof ) has entered into a written agreement 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 Comme rcialization Rights with respect to such Collaboration Product(s ) ; or ( b ) Me darex ( 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 Meda rex 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, a shall not include any ( i ) project resulting from a [COMPANY] In - House Proje ct or HuMAb License Project ; ( ii ) HuMAb Project ; or ( iii ) Services Project