definiens: means this agreement together with its schedules, each as may be amended from time to timein accordance with the terms of this Agreement ; means the Permitted Study described in Schedule 1 under the heading CAT19 Programand conducted in accordance with the [ * * * ] Contract under UCL ’s sponsorship ; has the meaning set out in the initial paragraph of this Agreement ; means any protein or other molecular structure including for the avoidance of doubt a cell surfacesugar or part thereof ( including any polypeptide or fragment thereof ) whether glycosylated or otherwise and iscapable of or demonstrates any binding affinity with any antibody, antigen - binding domain or other engagerprotein or any fragment of any of the foregoing ; has the meaning set out in Clause 10.2 ; means to the extent Controlled by [COMPANY] ( free from any restriction orencumbrance ) ( i ) any improvement to the applicable Licensed Patent(s ) in respect of which a Licence has beenterminated by UCLB, where use or deployment of such improvement in a product would infringe the applicableLicensed Patent(s ) for which such Licence has been terminated ; and, ( ii ) the Test and Regulatory Data whichhas been generated by or on behalf of [COMPANY] in its Exploitation of the applicable Licensed Patents for whichthe Licence has been terminated by UCLB ; has the meaning set out in Clause 2.1 ; means ( i ) those materials listed in Part B of Schedule 3 ; and ( ii ) any materialsControlled by UCLB ( free from any restriction or encumbrance ) which are not Program Materials and which(a ) have been used in connection with any of the Programs prior to the Effective Date ; and/or ( b ) are used inconnection with the [ * * * ] Program, NSG Program and/or the ZipCAR Program after the Effective Date ; and / or(c ) have been used in connection with any of the Additional Programs prior to the Amendment Date or theCAT19 Program prior to the Second Amendment Date ; means the specific Antigen ( or part thereof ) coded for by reference to the sequence defined inSchedule 1 under the BCMA - CAR Program ; CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT . THE COPY FILEDHEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST . OMISSIONS AREDESIGNATED [ * * * ] . A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THESECURITIES AND EXCHANGE COMMISSION