definiens: means the direct or indirect ownership of more th an fifty percent ( 50 % ) of the voting stock or other vo ting interests or interest in the profits of the Party, and ( ii ) this Agreement, Adap timmune Limited shall not be an Affiliate of [COMPANY] ; Agreement is defined in the Preamble ; Alliance Manager means the individual appointed by each Party as the principal point of contact for communication between the Parties under this Agreem ent ; Applicable Laws means all laws, rules and regulations and guideline s which are in force during the Term and in any jurisdiction in which any Clinical Trial or other activity under this Agreement is performed or in which any Product is manufactured, sold or supplied to the extent in each case applicable to a ny Party to this Agreement or any Sublicensee, including, as applicable to activi ties hereunder, data protection and privacy rules ; Available Target is defined in Clause 3.1.4(b)(i ) ; Background IP means all Intellectual Property Rights Controlled b y either Party as of the Effective Date or during the Term, but excluding the Licensed Patents and the Foreground IP ; Back - up Compounds means a Research Plan Compound, other than the Selected Candidate, resulting from the same Research Plan, and including any addi tional Compounds to be generated that result from any 4 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [ * * * ], HAS BEEN OMITTED BECAUSE IT IS BOTH ( I ) NOT MATERIAL AND ( II ) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTI AL