definiens: means the adjuvant techn ology subject of issued U.S. patent # 5,951,988 or any continuation s, continuations in part, provisional applications, d ivisions, patents of additions, re - issues, renewals and exte nsions of such patents and patent applications and all non U nited States of America patents corresponding to any of the for egoing ; ( b ) means the bovine herpes vi rus -1 technology subject of those patents related theret o and listed on attached Exhibit or any continuations, cont inuations in part, provisional applications, divisions, patents of additions, reissues, renewals and extensions of su ch patents and patent applications and all non United States of America patents corresponding to any of the foregoing ; ( c ) has the meaning giv en that term by clause 13.01 ; ( d ) means the closing date of the Asset Purchase Agreement ; ( e ) has the meaning given th at term by clause 13.03 ; ( f ) means all discoveries and inven tions owned by the Licensor, whether patentable or not, that cons ist of an improvement, addition, extension or enhancement to the subject matter of the Licensed Patents or to the Licensed Technology and relating to the within grant of License ; has the meaning given that term by claus e 2.01 ; includes for the purpose of calculating Net Sales and Other Consideration any affiliates of the Lice nsee and any persons or entities not dealing at arm 's length wi th the Licensee as that term is employed pursuant to the provisions of the Income Tax Act ( Canada ) as of the date here of provided that the term does not extend to Minori ty or Majority Joint Ventures . For greater particularit y, Net Sales and Other Consideration does not comprise payments and amounts paid by an entity comprising the Licensee to anoth er entity comprising the Licensee ; ( i ) means the Adjuvant Techn ology and proteins, peptides, nucleic acids, antibodies and adjuvants and methods of production and uses described in th e Licensed Patents referenced in Exhibit A including the use of Pasteurella haemolytica or Bovine Herpes Virus-1 a ntigens as immunological carriers, including products based u pon leukotoxin carrier, GnRh or vasoactive intestinal peptide, and further includes all provisional applications, kno w - how, proprietary technical data, information, biologica l materials and reagents useful in Page 2 of 31 working with the subject matter of the Licensed Pa tents and relating to the within grant of license which is i n existence as of the Effective Date ; ( j ) means any patents that are granted pursuant to the applications referenced in Exhibit or a re granted pursuant to any patent application subsequently fi led that is based on the Licensed Technology and includes any continuations, continuations in part, divisions, p atents of additions, re - issues, renewals and extensions of s uch patents and patent applications and all non United States of America patents corresponding to any of the foregoing ; ( k ) means other than a Va lue Added Arrangement a partnership or joint venture arrange ment between the Licensee and a third party or parties whose ar rangements with the Licensee permits the use and application of the Licensed Technology and Licensed Patents for any o f the following species : poultry, swine or cattle, where relative to such other parties the Licensee has not less than a 50 % interest in the business, assets and profits of th e partnership or joint venture and in respect of whi ch the Licensee has provided written notice to the Licens or within a reasonable time after entering into the partnershi p or joint venture arrangement . For greater particularity, if the interest of the Licensee falls below 50 % in the bu siness, assets or profits for two consecutive fiscal perio ds then as and from the 1st day of the first of such fiscal p eriods the entity shall cease to be a Majority Joint Venture