definiens: means any perso n or entity ( including a corporation or an academic institution ) who is an a uthorized end - user of Licensed Antibody Phage Display Materials, the inte nded recipient of Products or Licensed Immunoglobulin Information transferred fro m MORPHOSYS and/or a person or entity on whose behalf MORPHOSYS knowingly engag es in Antibody Phage Display ; provided, however, that such person or entity shall not be deemed to be a MORPHOSYS Collaborator unless and until the require ments of Section 2.4 are complied with . No person or entity shall be deemed to be a MORPHOSYS Collaborator if such person or entity is engaged in the out - licensing, commercial manufacture, sale, offer for sale, impor t for sale or export for sale of immunoglobulin or antibody phage display service s, immunoglobulin or antibody phage display libraries, immunoglobulin or antibody phage display products or immunoglobulin or antibody phage display materials, unless, pursuant to a written agreement ( other than this Agreement ), exec uted after the Effective Date, XOMA has granted to such person or entity a v alid license or covenant not to sue under the XOMA Patent Rights which explicitl y extends to the activities identified in this second to last sentence of Secti on 1.10 . XOMA shall provide MORPHOSYS prompt written notice of those written ag reements or covenants not to sue which satisfy the requirements of the prior sen tence . No person or entity may claim the status of MORPHOSYS Collaborator with respect to any acts or activities which are unrelated to the use of Licens ed Antibody Phage Display Materials provided by MORPHOSYS