definiens: means the program of research deﬁned in Schedule 1 under the title CAT19 Program as conducted prior to the SecondAmendment Date ; means excluding Manufacturing Know - How, ( i ) those patent applications listed in Schedule 2 under the title CAT19Patents and all Patent Rights derived therefrom ( ) ; ( ii ) the Know - How described in Schedule 2 under the title CAT19Know - How, including CARPALL and ALLCAR19 Patient Clinical Data generated prior to the Second Amendment Date once the same isdisclosed to [COMPANY] in accordance with Clause 9.8 ; ( iii ) the materials listed in Schedule 2 under the title CAT19 Materials together with all IP inthe same ; and ( iv ) any Know - How generated in the performance of the ALLCAR19 and CARPALL Studies after the Second Amendment Date, which shall include CARPALL and ALLCAR19 Patient Clinical Data once disclosed to [COMPANY] in accordance with Clause 9.8, but excluding anysuch Know - How in which [COMPANY] has rights pursuant to any agreement entered into in accordance with Clause 4.12 and excluding any Know - How owned by [ * * * ] pursuant to the [ * * * ] Agreements ; means a chimeric antigen receptor ( also known as chimeric immunoreceptors or artiﬁcial T - Cell receptors ) comprising an extra - cellularAntigen binding or recognition domain and one or more intra - cellular signalling domains, wherein the extra - cellular Antigen binding or recognitiondomain has binding specificity for one particular Antigen, and for the avoidance of doubt is not a BiTE ; has the meaning set out in Clause 2.2.7 ; means any product or therapy which, were it not for the licence to ccCAR Patent Rights granted hereunder or theassignement to [COMPANY] ( or subsequent assignment or licence grant to an Assignee Entity ) of the ccCAR Patent Rights, would otherwise infringethe ccCAR Patent Rights in the relevant country of sale ; means the program of research deﬁned in Schedule 1 under the title ccCAR Program as conducted prior to the AmendmentDate ; means excluding Manufacturing Know - How, ( i ) those patent applications listed in Schedule 2 under the title ccCARPatents and all Patent Rights derived therefrom ( ) ; ( ii ) the Know - How described in Schedule 2 under the title ccCARKnow - How ; and ( iii ) the materials listed in Schedule 2 under the title ccCAR Materials together with all IP in the same ; the confidentiality agreement executed between [ * * * ] ; means the specific Antigen ( or part thereof ) coded for by reference to the sequence set out in Schedule 12 ; means all data, information, know - how and other intellectual property and results arising from the ALLCAR19Study or the CARPALL Study including the protocol for the ALLCAR19 Study and for the CARPALL Study and the Test and Regulatory Dataresulting from the ALLCAR19 Study and from the CARPALL Study ; means UCL Hospitals NHS Foundation Trust, The Christie NHS Foundation Trust, OxfordUniversity Hospitals NHS Foundation Trust, Great Ormond Street Hospital for Children NHS Foundation Trust, Manchester University NHSFoundation Trust and such other NHS Trusts as may act as study sites in respect of the ALLCAR19 Study and/or the CARPALL Study from timeto time ; means ( i ) the [ * * * ] Contract, ( ii ) the [ * * * ] Grant, ( iii ) the [ * * * ] Agreements and ( iv ) the agreements enteredinto between UCL and [ * * * ] in respect of their conduct of the CARPALL Study or the ALLCAR19 Study, as applicable ; means all uses without restriction ; means the specific [ * * * ] defined in Schedule 1 under the [ * * * ] Program ; has the meaning set out in Clause 2.4 ; has the meaning set out in Clause 2.5 ; has the meaning set out in Clause 2.4 ; means [COMPANY] ’s rights under Clauses 2.4 and 2.5 ; means any product or therapy which ( i ) targets [ * * * ] and is covered by, uses, incorporates or has been developed using any ofthe [ * * * ] Program IP ; or ( ii ) targets [ * * * ] and has been developed using any of the UCL Background IP or Manufacturing 4CERTAIN 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