definiens: means the program of research deﬁned in Schedule 1 under the title ZipCAR Program conducted prior to the Eﬀective Datetogether with the program of research conducted after the Eﬀective Date and prior to the Amendment Date as described in Schedule 1 under thetitle ( B ): ZipCAR Project Plan ; means, excluding Manufacturing Know - How ( i ) the Know - How described in Schedule 2 under the title ZipCAR Know - How ; ( ii ) the materials listed in Schedule 2 under the ZipCAR Materials together with all IP in the same ; ( iii ) all Know - How and materials(including all IP in the same ) developed by MP and/or the MP Laboratory pursuant speciﬁcally to the ZipCAR Program prior to the Eﬀective Dateother than that which is CGK as of the Amendment Date ; ( iv ) any Patent Rights ﬁled by or on behalf of UCLB from time to time in respect of anywork undertaken by MP and/or the MP Laboratory for the ZipCAR Program prior to the Amendment Date and all Patent Rights therefrom, including those as set out in Schedule 1 ( ) ; and ( v ) all Know - How and materials ( including IP in the same ) developedafter the Eﬀective Date but prior to the Amendment Date by MP and/or the MP Laboratory pursuant speciﬁcally to the agreed project plan for theZipCAR Program as set out in Schedule 1, including the technology claimed or disclosed in the ZipCAR Patent Rights ( if any ) as of theAmendment Date, other than that which is CGK as of the Amendment Date, or disclosed in the sections of the ZipCAR Patent Rights that referto, describe or disclose prior art including CGK existing as of the Amendment Date, provided that to the extent that any materials in ( ii ), ( iii ) or ( v)incorporate the binder CD33, such binder together with IP in the same is excluded ; references to CGK in this deﬁnition shall exclude CGK thatbecame CGK through disclosure after the Eﬀective Date by publication of the ZipCAR Patent Rights or by MP making a publication inaccordance with this Agreement or by [COMPANY] ’s publication;b