definiens: or means the intermediary product form between MCS and Product ; has the meaning given to it in Clause 19.3 ; has the meaning given to it in Clause 27.5 ; has the meaning given to it in Clause 27.5 ; means any and all Know - how, Patents and Trade Marks, as well any otherrights, title and interest held in ( i ) patents, utility models, designs ( whether registered or unregistered ), trademarks and trade and business names, copyrights ( including copyrights in programs and semiconductortopographies ), Domain Names, databases, moral rights, trade secrets, confidentiality and other proprietaryrights including all rights to know - how and other technical information, rights in the nature of unfair competitionrights, rights to sue in passing off ; ( ii ) the benefit of all registrations and applications to register any of theforegoing ; and ( iii ) any and all other rights similar or analogous to any of the foregoing whether arising orgranted in any jurisdiction ; shall refer to such Foreground IP made jointly by employees, agents or independentcontractors of Licensor and Licensee during the course of, in furtherance of, and as a direct result of suchemployees, agents or independent contractors performing an activity pursuant to this Agreement ; or has the meaning given to it in Clause 8 ; or has the meaning given to it in Clause 8 ; or has the meaning given to it in Clause 8 ; means ( A ) the countries of ( i ) France, ( ii ) Germany, ( iii ) Italy, ( iv ) Spain, ( v ) the UK, ( vi ) Brazil,(vii ) Mexico, ( viii ) Australia, ( ix ) China, ( x ) South Korea, ( xi ) Turkey, ( xii ) South Africa and ( xiii ) Russia ; ( B)subject to Licensee exercising its rights 8 under Clause 2 to include this / these country / countries in the Territory, Japan and Canada ; and ( C ) any countryso designated by the JSC in writing ; means ( a ) any scientific or technical information, results and data of any type whatsoever, in anytangible or intangible form whatsoever, that is not in the public domain or otherwise publicly known, includingdatabases, practices, methods, techniques, specifications, formulations, formulae, knowledge, know - how, skill, experience, test data, including pharmacological, medicinal chemistry, biological, chemical, biochemical, toxicological and clinical test data, analytical and quality control data, stability data, studies and procedures, and manufacturing process and development information, results and data, and ( b ) any biological, chemical, orphysical materials, and ( c ) any industrial information that is not in the public domain or otherwise available tothe public ; all to the extent not claimed or disclosed in a Patent ; means Mexico, Colombia, Argentina, Venezuela, Peru, Ecuador, Brazil, Chile, Guatemala ; means Intellectual Property Rights held or controlled by Licensee ( i ) existing atthe Effective Date or ( ii ) developed by employees, agents or independent contractors of Licensee during theTerm but independently of this Agreement ; shall refer to such Foreground IP made solely by employees, agents orindependent contractors of Licensee during the course of, in furtherance of, and as a direct result of suchemployees, agents or independent contractors performing an activity pursuant to this Agreement ; has the meaning given to it in Clause 27.2 ; means Intellectual Property Rights held or controlled by Licensor including theLicensor Know - how, Licensor Patents and Licensor Trade Marks ( i ) existing at the Effective Date or(ii ) developed by employees, agents or independent contractors of Licensor during the Term but independentlyof this Agreement ; shall refer to such Foreground IP made solely by employees, agents orindependent contractors of Licensor during the course of, in furtherance of, and as a direct result of suchemployees, agents or independent contractors performing an activity pursuant to this Agreement ; means the internally documented Know - how of Licensor relating to the Product, whichis required and/or relevant to the activities that will be carried out by Licensee in the context of the licensegranted to it under this Agreement, including the Know - how listed in Schedule 4 ; has the meaning given to it in Clause 27.3 ; 9 means the Patents listed in Schedule 1 ; means the Principal Trade Mark, the Back - up Trade Mark or any alternative brand aswell as the related applications and registrations that the parties may agree upon pursuant to Clause 15.3 ; has the meaning given to it in Clause 27.5 ; means the manufacturing and supply agreement with regard to themanufacturing and supply by Licensor to Licensee of MCS, FDS and the Product, to be entered into by theparties as soon as possible after the Effective Date ; means a written detailed plan for the transfer of each of the manufacturingsteps included in the Product Manufacturing in the Territory, as such plan may be amended or updated fromtime to time ; means a master cell stock ( bank ), from which the cells can be further expanded to manufacture theFDS ; means the manufacturing of MCS starting from donor identification and selection ; means Turkey, Iran, Iraq, Saudi Arabia, Yemen, Syria, UAB ( United Arab Emirates ), Israel, Jordan, Palestine, Lebanon, Oman, Kuwait, Qatar, Bahrain, Egypt, Algeria, Libya, Morocco, Sudan, Tunisia, andWestern Sahara