definiens: shall mean a license, distributorship, co -marketing or co -promotion arrangement to research, develop, commercialize, manufacture, have manufactured, use, import, export, sell and/or offer to sell Licensed P roduct in the Field in at least one of the United States, a Major European Country or Japan ; provided, however, that a Development or Commercial Arrangement with a Third Party shall not include : ( i ) any agreement with a contractor, contract research organi zation, contract manufacturer or other Third Party, under which such Third Party performs contract services on behalf of Licensee or its Affiliates, ( ii ) an assignment by the Licensee of the Agreement and its rights and obligations hereunder to an Affiliat e or in connection with the transfer or sale of all or substantially all of its assets related to the division or the subject business, or in the event of its merger or consolidation or change in control or similar transaction described in Section 14.01(a ) or ( iii ) a Change of Control