definiens: means any entity that : a ) develops, sells or manufactures tobacco products ; b ) makes the majority of its profits from the importation, marketing, sale or disposalof tobacco products ; or c ) is an Affiliate of an entity referred to in ( a ) or ( b ) ; 12 [ * * * ] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HASBEEN REQUESTED . ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES ANDEXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933,AS AMENDED for purposes of the Step - in Agreement, will mean ( a ) an assignment withrespect to world - wide rights to any Agent IP or Collaboration Product IP existing as ofthe Step - in Date that relates solely to the Agent, any Agent Product or anyCollaboration Product that is the subject of the Step - in Agreement and in respect ofwhich the Company has ceased development in all Indications, and ( b ) a world - widesub - licensable ( through multiple tiers ) licence, under any Agent IP or CollaborationProduct IP and ( to the extent possible ) Third Party IP existing as of the Step - in Date, to research, develop, make, have made, import, use and sell the Agent, any AgentProduct and any Collaboration Product that is the subject of the Step - in Agreementwith respect to any other Agent IP or Collaboration Product IP, which will be exclusivein all Fields and all Indications unless the Company continues to pursue developmentin Indications other than Oncology Indications in which case the licence will beexclusive in the Field of all Oncology Indications ; means any supra - national, national or regional government department, authority, agency or entity ( including a non - departmental public body or similar entity ) withresponsibility for evaluating the cost effectiveness of medicinal products in the UnitedKingdom ( or one or more constituent countries thereof ) or otherwise determiningwhether the NHS ( or constituent parts thereof ) should purchase medicinal products;and means [ * * * ]