definiens: 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 NSGProgram IP ; means the program of research defined in Schedule 1 under the title New Suicide GeneProgram conducted prior to the Effective Date together with the program of research conducted after theEffective Date and prior to the Amendment Date as described in Schedule 1 under the title Part B New SuicideGene Project Plan ; means, excluding Manufacturing Know - How, ( i ) the Know - How described in Schedule 2under the title NSG Know - How ; ( ii ) the materials listed in Schedule 2 under the title NSG Materials togetherwith all IP in the same ; ( iii ) all Know - How and materials ( including all IP in the same ) developed by MP and / orthe MP Laboratory pursuant specifically to the NSG Program prior to the Effective Date, other than that whichis CGK as of the Amendment Date ; ( iv ) any Patent Rights filed by or on behalf of UCLB from time to time andin respect of any work undertaken by MP and/or the MP Laboratory for the NSG Program prior to theAmendment 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 ) developed after theEffective Date but prior to the Amendment Date by MP and/or the MP Laboratory pursuant specifically to theagreed project plan for the NSG Program as set out in Schedule 1 including the technology claimed ordisclosed in the NSG Patent Rights ( if any ) as of the Amendment Date, other than that which is CGK as of theAmendment Date, or disclosed in the sections of the NSG Patent Rights that refer to, describe or discloseprior art including CGK existing as of the Amendment Date ; references to CGK in this definition shall excludeCGK that became CGK through disclosure after the Effective Date by publication of the NSG Patent Rights orby MP making a publication in accordance with this Agreement or by [COMPANY] ’s publication ; means the [ * * * ] Option ; means the BCMA - CAR Patent Rights, the [ * * * ] Patent Rights ( if Autolusexercises its rights under Clause 2.4 ), the GD2 Patent Rights, the TRBC1/2 Patent Rights, the RQR8 PatentRights, the NSG Patent Rights, the Logic Gate Patent Rights and the ZipCAR Patent Rights ; 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