definiens: means the confidentiality agreement executed between UCLB and [ * * ] dated [ * * ] ; has the meaning set out in Clause 4.5 ; has the meaning set out in paragraph 4 of Part A Schedule 8 ; has the meaning set out in Clause 3.3 ; means any research ( i ) that is, in whole or part, funded by a person or entity that is not a Funder ; or ( ii ) that is undertaken at the request of or for the benefit of any entity that is not an Academic Organisation involved in such research ; or ( iii ) that is undertaken ( as opposed to funded ) in collaboration with any entity which is not an Academic Organisation ; or ( iv ) under which a Third Party, which is not an Academic Organisation participat ing in such research, will acquire any rights in ( including by way of assignment or licence ) or control over the results of such research ; means any product or therapy that is competitive to or equivalent ( whether structurally, funct ionally or through mechanism of action ) to any Royalty Product, including any product or therapy that may be considered a generic, biosimilar and/or a product or therapy or otherwise infringes any of the Licensed Patents or makes use of any of the Technology or infringes any of the Patent Rights that are the subject of the HLP Promoter Licence ; has the meaning set out in Clause 12.11 ; has the meaning set out in Clause 17.1 ; or means in respect of a Party, that Intellectual Property ( or those materials ) which such Party ( which in the case of UCLB means UCLB or UCL ) ( i ) owns and is able, without breaching any obligation owed by it or ( by rule of law ) having to obtain the consent of any co -owner, to license ( or in the case of materials supply ) the same to a third party ( including a Party to this Agreement ) for the applicable Product or use ; or ( ii ) is licensed to use ( other than by the other Party to this Agreement ) and is entitled under the terms of the licence to which they are a party to sub -license ( or in the case of materials supply ) the same to a third party ( including a Party to this Agreement ) for the applicable Product or use without having to obtain consent from such third party ; means [ * * ] and means any one of them ;, or means in the case of a product, that such product ( i ) would, were it not for the applicable licence granted and subsisting hereunder, infringe the applicable Patent Rights so licensed hereunder ; ( ii ) has been manufactured for commercial supply using the applicable Intellectual Property licensed to Liverco hereunder, which use, were it not for the applicable licence granted and subsisting 7 Certain confidential information contained in this document, marked by [ * * ], has been omitted because the information ( i ) is not material and ( ii ) would likely cause competitive harm to the Company if publicly disclosed