definiens: means any Materials and Know How ( other than that comprised in LicensedIntellectual Property ) conceived or generated after the Effective Date by or on behalf of [COMPANY] or its Sub - Licensees in the course of the activities performed under the licence granted under Clause 2.1 ; and any PatentRights which claim any such Materials or inventions comprised in such Know How ; means an endogenous characteristic that is objectively measured and evaluated as an indicatorof normal biological or pathogenic processes or pharmacological responses to a therapeutic intervention . Forthe avoidance of doubt, a Biomarker is not a synthetic chemical ; means a day other than a ( i ) Friday, Saturday or Sunday for [COMPANY], ( ii ) a Saturday or Sundayfor CRT, or ( iii ) any public holiday in England, New York, NY and/or Tel Aviv, Israel or any other day when thegeneral operations of a Party are closed ; means Cancer Research UK, a company limited by guarantee ( registered in England under number4325234 ) and a charity ( registered in England under number 1089464 ) of Angel Building, 407 St John Street, London, EC1V 4AD, England ; means, in relation to a clinical trial, the administration of a Licensed Product to the firsthuman subject has occurred, whether such subject is a healthy volunteer or a patient ; means, ( i ) in the case of [COMPANY], the efforts and resources commonlyused by a global pharmaceutical company of a similar size and resources to [COMPANY] ( or, where applicable, itsSub - Licensee ) for a product at a similar stage of development and commercial potential, with the objective ofdeveloping such product in a diligent and timely manner, taking into consideration its safety, efficacy and thepatent or other proprietary position, and ( ii ) in the case of CRT, the efforts and resources commonly used by anentity of similar size and resource to CRT for a project at a similar stage in its development taking into accountall relevant commercial factors ; means any local or national agency, court, authority, department, inspectorate, minister, ministry official or public or statutory person ( whether autonomous or not ) of, or of any government of, any country having jurisdiction over the Agreement or either of the Parties or over the development ormarketing of medicinal products including, the European Commission and the European Court of Justice ; means any information, in tangible or non - tangible form ( including oral disclosure)including Know How, research and development plans, the terms of this Agreement, and any other technical orbusiness information ( whether or not marked as confidential ), which is obtained by either Party from the other(or its representatives ) pursuant to this Agreement . Licensed Know How shall be deemed the ConfidentialInformation of each Party ; 2 means, in respect to either Party, the possession ( directly or indirectly ) of fifty per cent ( 50 % ) ormore of the voting stock or other equity interest of a subject entity with the power to vote, or the power in factto control the management decisions of such entity through the ownership of securities or by contract orotherwise and and shall be construed accordingly ; has the meaning given in the RCOA ; has the meaning given in Clause 2 ; means CRT ’s in - house drug discovery research laboratories, currently known as the ‘ DiscoveryLaboratories ’ and operating across sites in London and Cambridge . The CRT - DL shall not include any researchfacilities of a person other than CRT ; means a detailed plan which describes : ( i ) the Significant Activities ; ( ii ) the relevanttimescales within which such Significant Activities will be taken ; and ( iii ) the estimated costs associated witheach Significant Activity . Such plan will reflect best industry practice and describe the development ofLicensed Products across a range of Oncology Indications ( as agreed with CRT taking into consideration anysafety / efficacy constraints ) . The Development Plan at the Effective Date is annexed at Schedule 5 and shallbe updated by [COMPANY] in accordance with Clause 3.6.4 ; means the date this Agreement is made ; means the Chief Scientific Officer of [COMPANY], and the Chief Executive Officer of CRT orsuch other authorised officer of a Party as may be substituted from time to time upon the giving of writtennotice to the other Party ; has the meaning given in Clause 14.1.6(c ) ; means all Licensed Intellectual Property comprising orspecifically relating to Pre - Clinical Candidates ( including any Licensed Patents claiming such Pre - ClinicalCandidates, but excluding any claims to Biomarkers ) ; means all reasonable and customary costs and expenses incurred from time to time by or onbehalf of CRT in protecting and commercialising any [COMPANY] Existing Compounds and Programme IntellectualProperty, including without limitation : i