definiens: means ( a ) any improvement, enhancement, development or advancement ( together with all Intellectual Property in the same)over any of the Original Program IP in each case as created, generated or developed by MP ( in the course of his activities or role at or for UCL orUCLB ) and/or the MP Laboratory, and which, if used, deployed or incorporated in the Exploitation of any product, process or service would resultin such product, process or service being within the scope of or otherwise dependent upon ( that is, in each case, in the absence of any licence, would otherwise infringe ) any one or more claims of any of the Original Licensed Patents ; and ( b ) any CAR developed or generated by MP ( inthe course of his activities or role at or for UCL or UCLB ) or the MP Laboratory that targets any of GD2, BCMA, TRBC1, TRBC2, the CD19Antigen and/or [ * * * ] ; means in respect of each Improvement or New Invention ( as applicable ), the period commencing with thedate the applicable Disclosure Notiﬁcation ( complying with Clause 5.2.2 ) is deemed to have been received by [COMPANY] and expiring [ * * * ] after thedate such Disclosure Notification is deemed to have been so received ; has the meaning set out in Clause 5.1 ; has the meaning set out in Clause 23.1 ; has the meaning set out in Clause 23.1 ; means the occurrence of any of the following events or circumstances ( or any analogous event or circumstance in ajurisdiction other than England and Wales ) in relation to the relevant entity : ( i ) being deemed unable to pay its debts as deﬁned in section 123Insolvency Act 1986 without any requirement to prove any matter stated in that section to a court, ( ii ) entering into a voluntary arrangement orany other composition, scheme or arrangement with ( or assignment for the beneﬁt of ) its creditors ; ( iii ) the appointment of a receiver, administrator or insolvency manager over the whole or the majority of its business or assets, and which appointment is not appealed or set asidewithin twenty ( 20 ) days ; ( iv ) an order is made or a resolution is passed for its winding up ( except for the purposes of a bona ﬁde solventreorganisation ) ; ( v ) an order for bankruptcy or dissolution or the making of an administration order is made which is not appealed or set asidewithin thirty ( 30 ) days of it being made ; or ( vi ) ceasing to carry on business for any period in excess of thirty ( 30 ) days or claiming the beneﬁt ofany statutory moratorium ; or or means all Patent Rights, claims in or rights to Patent Rights, rights in designs ( including designpatents, registered designs and unregistered designs ), copyright, rights in software, database rights, rights in data, inventions, rights in Know - How, trade secrets and conﬁdential information, and any and all other similar or equivalent rights to any of the foregoing situated in any countryin the world, in each case for their full term and any extensions, together with applications for any of the foregoing, the right to apply for any ofthe foregoing in any part of the world and the right to claim priority in respect of any of the foregoing ; means the [ * * * ] ( as listed in Schedule 2 under the title [ * * * ] Materials – [ * * * ] Materials ), complementarity determining regions ( ) from such [ * * * ], and any derivatives, fragments, modifications, enhancements of such [ * * * ] or the CDRs from [ * * * ] ; means [ * * * ] ; means the agreements entered into between UCL and [ * * * ] ( i ) dated [ * * * ] for [ * * * ] to manufacture the viral vector used in theCARPALL Study, ( ii ) dated [ * * * ] for [ * * * ] to manufacture the viral vector used in the CARPALL Study, ( iii ) dated [ * * * ] for [ * * * ] to manufacture theviral vector used in the ALLCAR19 Study, and ( iv ) dated [ * * * ] for [ * * * ] to manufacture the viral vector used in the ALLCAR19 Study ; means all technical and other information, knowledge, ideas, concepts, discoveries, data, designs, know - how, trade secrets, inventions ( which at the relevant time are not the subject of a Patent Right ) formulae, methods, software sequences, models, procedures, designs for experiments, trials and tests and results of the same, testing methods, processes, speciﬁcations and techniques, clinical data andmanufacturing data including all Test and Regulatory Data ; has the meaning set out in Clause 14.8 ; 8CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTS, MARKED BY [ * * * ], HAS BEEN OMITTED BECAUSE IT IS NOTMATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED