definiens: means in respect of each party the Intellectual Property owned by or otherwise in the possession of that party relating to CABG at the date of this Agreement ; the coronary artery bypass graft more particularly described in Part II of Schedule 3 ; means the mark denoting Conformite Europeene pursuant to Medical Device Directive 93/42 / EEC and shall be construed accordingly;<PAGE > the cost of goods sold shall be direct material costs direct labour costs and an appropriate proportion of manufacturing costs and attributable overheads all as agreed between the parties or in default of agreement as certified by CTI 's auditors for the time being in accordance with generally accepted accountancy principles in the UK consistently applied ; the period commencing on the date of this Agreement until the conclusion of the final stage in the Development Plan ; a detailed programme of research and development in respect of the Products for the purpose of CE Marking of CABG as modified from time to time ; and the sign $ the lawful currency of the United States of America ; the specification for CABG set out in Schedule 1 ; a specification for CABG which will replace the Draft Product Specification and apply during the Remaining Period or as subsequently amended in writing by the parties ; in relation to either party, any circumstances beyond the reasonable control of that party ( including, without limitation, any strike lock - out or other industrial action ) ; means all Intellectual Property resulting from the Work ; means all improvements, modifications and adaptations relating solely and exclusively to the Products including without limitation that related to the specification, design, manufacture and use of the Products ; means any patent, copyright, registered or unregistered design, trade mark, know - how or other industrial or intellectual property right whatsoever or howsoever arising for the full term thereof and all renewals and extensions thereof;<PAGE > the licence agreement between CTL and CTI in the form set out in Schedule 2 ; CABG manufactured under the Rights in accordance with the Specification ; the last day in a Quarter ; each successive period of 3 months, the first of which will commence on the date of this Agreement ; the period of this Agreement from the day after the Development Period ends until this Agreement is terminated in accordance with Clause 14 or Clause 4.2 ( whichever shall be applicable ) ; means the Intellectual Property set out in Part III of Schedule 3 ; ; the Intellectual Property more particularly listed in Part I of Schedule 3 ; the Draft Product Specification or the Finished Product Specification if one has been determined pursuant to Clause 4.1 ; the equipment, hardware and software used by CTL to manufacture the Products ; means the work to be carried out hereunder in relation to the development of the Products in accordance with the Development Plan or otherwise ; each successive period of 12 months, the first of which will commence on the date of this Agreement