definiens: means the ownership of more than 50 % of the issued share capital or legal power to direct or cause the direction of the general management and policies of the Party in question ; means the beads of agreement covering the Diabodies patents signed by MRC and CAT on 19th July 1993 ; means 20th July 1992 ; - 3 - ... ' : -- ......... . meW the company known by that name as at the date of this Agre : ment but for the avoidance of doubt should Control of the company be acquired by a third party or parties actincr . D in concert : titer the date of this A.greement then the company shall no longer be treated as E Merck for the purposes of this Agreement ; me3nS in relation to either Party, any circumstances beyond the t'e3Soaable control of that Party including, without prejudice to me generality of the foregoing, any act of God, war, riot, civil commotion, fire, explosion, flood, adverse weather, epidemic, or other naruraJ pbysical disaster, mike, lockout or other form of indUStrial actiOD or any form of Government or supranatiocal authority interVention ; means the beads of ~crreemeDt signed by MRC and CAT on 11th December 1992 and the beads of lz, crrecment signed by MRC and CAT on 20th July 1992 ; means all those libraries ( collections ofbacteriopbages . each of wbich displays an antibody or fra:.oment thereof ) produced prior to the dale of execntion of this Agreemeut by the Cambridge Centre for Protein Engineering using the Technology details of wbich are Set out in Schedule 4 ; or means in relation to a Product sold by a party or sub - licensee of that Party . the price invoiced by that Party ( or sub - licensee as appropriate ) to the relevant purchaser ( or in the case of a ~e or other disposal otherwise thaD at arm 's length . the price wbich would have been invoiced in a bona fide ann 's length comract or sale ), but deducting the COstS of pactin & . transport and insurance, custOms duties, my credits acmaf . Iy given for n = mmed or defective Proc : b.tas, normal trade discoum : s actUally given, and Sales axes, V AT or odler similar ax charged on and included in the invoice price to the purchaser ; " Offer Mec : banics · meaDS that MRC shall offer to CAT in writing a CAT Tberapeuric Amibody Licence promptly foUowing:-(a ) 12 montbs following completion of any significant inventive step and reduction to practice in relation to identificatiOD or validation of any rarget the subje : c : t of my such licence or followm, invemion and reduction to practice of prodUctS wbicb acua11y or potentWly include a therapeutic antibody and in either case where no patent appliatiOD is made ; or -4-:;,- . : ' ~:r:~ .. " I'~. : ~:-!.j~.~- _ _ .. : : ' ; \ .. ' . . ' - . ' ~ « • C ( C C f f C • t • • • • • • • • • • ( b ) where a patent filing is made in relation to the same 12 months after filing a per or EPO patent application relating to the same