definiens: means a Product Candidate that ( i ) is in - licensed under a Baylor Product License, ( ii ) is not changed in any material way through the activities conducted as a part of the Collaboration Program, including with respect to the Vector, Payload, gene construct, or vector or viral delivery system, and ( iii ) is not Covered by any Bluebird IP or Collaboration IP, provided that, for purposes of this clause ( iii ), Bluebird IP and Collaboration IP will not include any Patents, Know - How or Material covered by Section 2.1(f)(ii ) clauses ( A)-(C ) provided that Bluebird made no material contribution to the Product Candidate . If the Parties can not agree whether or not Bluebird has made a material contribution to the Product Candidate for the purposes of the proviso in the foregoing clause ( iii ), the dispute will be referred to a mutually agreeable, disinterested, conflict - of - interest - free individual not affiliated or consulting with either Party and who is a recognized expert in the Field . Any such arbitration will be conducted under the then - current rules of the American Arbitration Association, and the decision of the arbitrator will be final . For clarity, a Product Candidate that satisfies all of the foregoing requirements will cease to be a at such time as any of the foregoing requirements are no longer satisfied . ] 5.6 Declined Product Candidates