definiens: means those studies identified and briefly described in Schedule 7 under the title RQR8 Permitted Studies ; means any product or therapy within the RQR8 Field which is covered by, uses or incorporates any of the RQR8 Program IP ; means the program of research defined in Schedule 1 under the title RQR8 Program conducted prior to the Effective Date ; means, excluding Manufacturing Know - How, ( i ) those patent applications listed in Schedule 2 under the title RQR8 Patentsat all Patent Rights derived therefrom ( ) ; ( ii ) the Know - How described in Schedule 2 under the title RQR8 Know - How ; ( iii)the materials listed in Schedule 2 under the title RQR8 Materials together with all IP in the same ; and ( iv ) all Know - How developed by MP and / orthe MP Laboratory pursuant speciﬁcally to the RQR8 Program prior to the Eﬀective Date including the technology claimed or disclosed in theRQR8 Patent Rights as of the Eﬀective Date, other than that which is CGK as of the Eﬀective Date or disclosed in the sections of the RQR8Patent Rights that refer to, describe or disclose prior art including CGK existing as of the Effective Date ; has the meaning set out in Clause 13.4 ; has the meaning set out in Clause 13.4 ; has the meaning set out in the first paragraph of this Agreement ; has the meaning set out in Clause 18.8 ; means the Subscription and Shareholders ’ Agreement between [COMPANY], UCLB, Dr Martin Pule, John Berriman and Syncona LLP datedas of the Effective Date ; has the meaning set out in Clause 15.1 ; means any person ( including an Aﬃliate ) to whom [COMPANY] : ( i ) sub - licenses all or part of the Intellectual Property licensed to itunder this Agreement in respect of Royalty Products ; or ( ii ) licences any or all of the Assigned Patents in respect of Royalty Products ; has the meaning set out in Clause 15.1 ; has the meaning set out in Clause 13.1.1 ; has the meaning set out in Clause 13.1.1 ; or means in respect of any Patent Rights, any of ( i ) ceasing to maintain ( by payment of renewal fees or otherwise)the applicable Patent Rights ; ( ii ) withdrawing, surrendering, dedicating to the public or allowing the applicable Patent Rights to lapse ; ( iii ) in thecase of a pending application de - designating, or not validating or ratifying in, a country covered by the application or not entering into the nationalor regional phase in a country designated in the international or convention application or ( iv ) consenting to or ceasing to defend an application, action or litigation for revocation ; collectively means all Program IP, Manufacturing Know - How, UCL Background IP and the Materials ; has the meaning in Clause 24.1 ; means all countries throughout the World ; means any and all pre - clinical and clinical test data, test designs and protocols, results and data from pre - clinicaland clinical studies, information contained in or submitted in government licenses and applications therefor, government certiﬁcations andﬁndings, and related materials, data from pre - clinical and clinical experiments demonstrating or supporting bioavailability, bioequivalence, dataconcerning any adverse drug reactions ; means all uses and applications without restriction ; has the meaning set out in Clause 2.2.10 ; means any product or therapy within the TetCAR Field which, were it not for the licence to TetCAR Patent Rights grantedhereunder or the assignment to [COMPANY] ( or subsequent assignment or licence grant to an Assignee Entity ) of the TetCAR Patent Rights, wouldotherwise infringe the TetCAR Patent Rights in the relevant country of sale ; means the program of research deﬁned in Schedule 1 under the title TetCAR Program as conducted prior to theAmendment Date ; means excluding Manufacturing Know - How, ( i ) those patent applications listed in Schedule 2 under the title TetCARPatents and all Patent Rights 13CERTAIN 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