definiens: means any person other than the Parties or their respective Affiliates or MP ; has the meaning set out in Clause 14.9 ; means : ( i ) any entity which develops, sells or manufactures tobacco products ; and/or ( ii ) anyentity which makes the majority of its profits from the importation, marketing, sale or disposal of tobaccoproducts . Furthermore, Tobacco Party shall include any entity that is controlled by or controls any entityreferred to in ( i ) or ( ii ) ; controlled and controls having the meaning defined in the definition of Affiliate ; has the meaning set out in Clause 14.9 ; means the specific Antigen ( or part thereof ) coded for by reference to the sequence defined inSchedule 1 under the TRBC1/2 Program ; has the meaning set out in Clause 2.2.6 ; means any product therapy which ( i ) targets TRBC1/2 and is covered by, uses, incorporates or has been developed using any of the TRBC1/2 Program IP ; or ( ii ) targets TRBC1 and/or TRBC2and has been developed using any of the UCL Background IP or Manufacturing Know - How ; or ( iii ) were it notfor the license to TRBC1/2 Program IP hereunder, would infringe any Patent Right licensed under the TRBC1/2Program IP ; means the program of research defined in Schedule 1 under the title TRBC1/2 Programconducted prior to the Effective Date ; means, excluding Manufacturing Know - How, ( i ) those patent applications listed inSchedule 2 under the title TRBC1/2 - CAR Patents and all Patent Rights derived therefrom ( ) ; ( ii ) the Know - How described in Schedule 2 under the title TRBC1/2 Know - How ; and ( iii ) the materialslisted in Schedule 2 under the titles and together with all IP inthe same ; and ( iv ) all Know - How and materials ( together with all IP in the same ) developed by MP and/or theMP Laboratory pursuant specifically to the TRBC1/2 Program prior to the Effective Date including thetechnology claimed or disclosed in the TRBC1/2 Patent Rights as of the Effective Date, other than that whichis CGK as of the Effective Date or disclosed in the sections of the TRBC1/2 Patent Rights that refer to, describe or disclose prior art including CGK existing as of the Effective Date ; CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT . THE COPY FILEDHEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST . OMISSIONS AREDESIGNATED [ * * * ] . A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THESECURITIES AND EXCHANGE COMMISSION