definiens: means, with respect to a particular Party, a person, corporation, partnership, or other entity that controls, is controlled by or is under common control with such Party . For the purposes of this definition, the word ( including, with correlative meaning, the terms or ) means the actual power, either directly or indirectly through one or more intermediaries, to direct or cause the direction of the management and policies of such entity, whether by the ownership of fifty per cent ( 50 % ) or more of the voting stock of such entity, or by contract or otherw ise ; means this license agreement as entered into between the Parties ; means all federal, state, local, national and supra -national laws, statutes, rules and regulations, including any rules, regulations or orders of Regulat ory Authorities, major national securities exchanges or major securities listing organizations, that may be in effect from time to time during the Term and applicable to a particular activity or exercise of rights hereunder ; means a day, ot her than a Saturday or a Sunday or a public holiday, on which banking institutions in Belgium and the United States of America are open for business ; means 9:00 to 17:30 of each Business Day in the country of incorporation of the recipien t ; means any Intellectual Property Rights owned or controlled by [COMPANY] or any of its Affiliates which ( i ) are in existence at the Effective Date or ( ii ) are developed by [COMPANY] Representatives during the Term but independently of t his Agreement and independently of the Horizon Background IP ; means any Foreground IP other than the Horizon Foreground IP ; has the meaning given to it in Clause 9.1 ; means twelve ( 12 ) months as from the Effective Date ; means any and all information or material, whether oral, visual, in writing or in any other form, that has been disclosed to the Recipient or any of its Affiliates by or on behalf of the Discloser or any of its Affiliates pursuant to this Agreement or in connection with the transactions and activities contemplated hereby or any discussions or negotiations with respect thereto, including all data, documents, drawings, test reports, operating and tes ting procedures, manufacturing practices and Know -how, instruction manuals, materials, recipes and formulae, tables of operating conditions, corporate organization, business plans, unpublished patent applications, marketing and sales reports, forecasts, pricing information, customer lists and the like and not as a whole readily available to the public ; has the meaning given to it in Clause 17.2 ; Page 2 of 25 CONFIDENTIAL means the date on which this Agreement is signed by both Parties ; means an IND that went into effect as described in 21 CFR 312.40(b ) ; means the treatment of human diseases through allogeneic Chimeric Antigen Receptor CAR -T - cell therapy in which cells are modified to knockdown one or more Targets by using shRNA ; means, with respect to any Product, the first sale for end use or consumption of such Product in a country after the Regulatory Authority of such country has granted Regulatory Approval