definiens: means from time to time prior to, on and following the Eﬀective Date, those members of the research group(s ) at UCL lead byMP, who at the relevant time were or are under the supervision or direction of MP ; has the meaning in Part B of Schedule 8 ; has the meaning in Part A of Schedule 8 ; means any discovery, invention ( whether patentable or not ), Know - How or improvement concerning any CAR or CARs(including methods for manufacture of any CAR or CARs ) which is not an Improvement and which has been discovered, generated, identiﬁed orinvented by MP and/or by any member(s ) of the MP Laboratory, and which is Controlled by UCLB either at the time of creation, development orgeneration or upon UCL or UCLB acquiring or being granted a licence to the same from the inventors or individuals responsible for the creation, development or generation of the same ; means the [ * * * ] contract entered into between ( i ) [ * * * ] and ( ii ) [ * * * ] on [ * * * ], together with the associated letter agreement between(i ) [ * * * ] and ( ii ) [ * * * ] dated [ * * * ] ; has the meaning set out in Clause 24.4 ; has the meaning set out in Clause 24.4.1 ; has the meaning set out in Clause 2.2.14 ; means any product or therapy which is covered by, uses or incorporates any of the NSG Program IP ; means the program of research deﬁned in Schedule 1 under the title New Suicide Gene Program conducted prior to theEﬀective Date together with the program of research conducted after the Eﬀective Date and prior to the Amendment Date as described inSchedule 1 under the title ( B ) New Suicide Gene Project Plan ; means, excluding Manufacturing Know - How, ( i ) the Know - How described in Schedule 2 under the title NSG Know - How ; ( ii)the materials listed in Schedule 2 under the title NSG Materials together with all IP in the same ; ( iii ) all Know - How and materials ( including all IPin the same ) developed by MP and/or the MP Laboratory pursuant speciﬁcally to the NSG Program prior to the Eﬀective Date, other than thatwhich is CGK as of the Amendment Date ; ( iv ) any Patent Rights ﬁled by or on behalf of UCLB from time to time and in respect of any workundertaken by MP and/or the MP Laboratory for the NSG Program prior to the Amendment Date and all Patent Rights resulting therefrom, including those as set out in Schedule 1 ( ) ; and ( v ) all Know - How and materials ( including all IP in the same ) developedafter the Eﬀective Date but prior to the Amendment Date by MP and/or the MP Laboratory pursuant speciﬁcally to the agreed project plan for theNSG Program as set out in Schedule 1 including the technology claimed or disclosed in the NSG Patent Rights ( if any ) as of the AmendmentDate, other than that which is CGK as of the Amendment Date, or disclosed in the sections of the NSG Patent Rights that refer to, describe ordisclose prior art including CGK existing as of the Amendment Date ; references to CGK in this deﬁnition shall exclude CGK that became CGKthrough disclosure after the Eﬀective Date by publication of the NSG Patent Rights or by MP making a publication in accordance with thisAgreement or by [COMPANY] ’s publication ; means the [ * * * ] Option ; means the BCMA - CAR Patent Rights, the [ * * * ] Patent Rights ( if [COMPANY] exercises its rights under Clause 2.4 ), theGD2 Patent Rights, the TRBC1/2 Patent Rights, the RQR8 Patent Rights, the NSG Patent Rights, the Logic Gate Patent Rights and the ZipCARPatent Rights ; means one of the GD2 Program, the BCMA - CAR Program, the TRBC1/2 Program, the [ * * * ] Program ( if [COMPANY] exercisesits rights under Clause 2.5 ), the RQR8 Program, the NSG Program, the Logic Gate Program or the ZipCAR Program, and means any combination of two or more of the foregoing, as the context requires ; means the GD2 Program IP, the BCMA Program IP, the TRBC1/2 Program IP, the RQR8 Program IP, the Logic GateProgram IP, the NSG Program IP and the ZipCAR Program IP ; and ( ii ) where the [ * * * ] Option has been exercised, the [ * * * ] Program IP ; means any one of the BCMA Licence, GD2 Licence, Logic Gate Licence, RQR8 Licence, TRBC1/2 Licence, NSGLicence, ZipCAR Licence, and 10CERTAIN 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