definiens: shall mean ( i ) any rights or property owned or controlled byAgenTus Therapeutics, Inc. and any securities of AgenTus Therapeutics, Inc. owned directly orindirectly by Seller Parent, ( ii ) any other rights or property, including intellectual priority, Fixtures ( as defined in the UCC ), Equipment ( as defined in the UCC ), securities ofSubsidiaries, governmental permit or franchise, in all cases whether owned directly or acquiredunder a lease, contract, property rights agreement or license, that is owned or controlled by theSeller Parent or any of its Affiliates other than the Seller and is necessary or used or identifiedat any time for use in the conduct of the cell therapy business of AgenTus Therapeutics, Inc.,including T Cell Receptor ( TCR ) and Chimeric Antigen Receptor ( CAR ) technologies, ( iii ) anysecurity or other equity interest representing more than 65 % of the outstanding equity of anySubsidiary of the Seller Parent or any of its Affiliates other than the Seller organized under anyjurisdiction outside of the United States and ( iv ) any assets of any Subsidiary organized underany jurisdiction outside of the United States that is a controlled foreign corporation for U.S