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 ) any entity which makes the majorityof its proﬁts from the importation, marketing, sale or disposal of tobacco products . Furthermore, Tobacco Party shall include any entity that is controlledby or controls any entity referred 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 in Schedule 1 under the TRBC1/2Program ; 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 usingany of the TRBC1/2 Program IP ; or ( ii ) targets TRBC1 and/or TRBC2 and has been developed using any of the UCL Background IP orManufacturing Know - How ; or ( iii ) were it not for the license to TRBC1/2 Program IP hereunder, would infringe any Patent Right licensed underthe TRBC1/2 Program IP or, were it not for the assignment of the TRBC1/2 Patent Rights to [COMPANY] ( or subsequent assignment or licence grantto an Assignee Entity ), would infringe any TRBC1/2 Patent Rights ; means the program of research deﬁned in Schedule 1 under the title TRBC1/2 Program conducted prior to the EﬀectiveDate ; means, excluding Manufacturing Know - How, ( i ) those patent applications listed in Schedule 2 under the title TRBC1/2 - CAR Patents and all Patent Rights derived therefrom ( ) ; ( ii ) the Know - How described in Schedule 2 under the titleTRBC1/2 Know - How ; and ( iii ) the materials listed in Schedule 2 under the titles and togetherwith all IP in the same ; and ( iv ) all Know - How and materials ( together with all IP in the same ) developed by MP and/or the MP Laboratorypursuant speciﬁcally to the TRBC1/2 Program prior to the Eﬀective Date including the technology claimed or disclosed in the TRBC1/2 PatentRights as of the Eﬀective Date, other than that which is CGK as of the Eﬀective Date or disclosed in the sections of the TRBC1/2 Patent Rightsthat refer to, describe or disclose prior art including CGK existing as of the Effective Date ; means the Antigen ( or part thereof ) coded for by reference to the sequence defined in Schedule 1 under the TRBC1/2 Program ; has the meaning set out in Clause 2.2.17 ; means any product or therapy : ( i ) which, were it not for [COMPANY] ’ ownership of the TRBC2 Dx Patent Rights ( orsubsequent assignment or licence of the TRBC2 Dx Patent Rights to an Assignee Entity ), would otherwise infringe any TRBC2 Dx Patent Rights;and / or ( ii ) the manufacture of which product or therapy were it not for [COMPANY] ’ ownership of the TRBC2 Dx Patent Rights ( or subsequentassignment or licence of the TRBC2 Dx Patent Rights to an Assignee Entity ), would infringe any TRBC2 Dx Patent Rights ; and/or ( iii ) where themanufacture of any materials used in connection with the manufacture of such product or therapy, were it not for [COMPANY] ’ ownership of theTRBC2 Dx Patent Rights ( or subsequent assignment or licence of the TRBC2 Dx Patent Rights to an Assignee Entity ), would infringe any TRBC2Dx Patent Rights ; means the program of research deﬁned in Schedule 1 under the title TRBC2 Dx Program as conducted prior to the ThirdAmendment Date ; means excluding Manufacturing Know - How, ( i ) those patent applications listed in Schedule 2 under the title TRBC2Dx Patents and all Patent Rights derived therefrom ( ) ; and ( ii ) the materials listed in Schedule 2 under the titleTRBC2 Dx Materials together with all IP in the same ; means University College London, an institution incorporated in the United Kingdom by Royal Charter and having its address at GowerStreet, London, WC1E 6BT ; 14CERTAIN 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