definiens: means a corporation or unincorporated joint venture or other business association regulated by co ntractual arrangement in which, as of December 31, 1999, a RIO TINTO G roup Member has : ( a ) not less than a 40 % shareholding or par ticipating interest ; or ( b ) if less than a 40 % shareholding or part icipating interest, a shareholding or participating interest of at least 25 %, provided that such shareholding or participating interest is equal to or greater than any other shareholding or participating interest ; 6 < PAGE > 1.41 means Technological Resources Pty Limited, Rio Tinto Corporation plc ( of 6 St James 's Square, London, England ), Rio Tinto Limited, and all RIO TINTO Associates having such status as of 31 December 1999 ; 1.42 means any schedule to this Agreeme nt ; 1.43 means ( i ) any Gene Variant th at the Management Committee designates as meeting applicable criteria est ablished by the Management Committee, and ( ii ) any Shuffled Gene Derivat i ve ; 1.44 means any modified form of a Shuffled Gene designated by the Management Committee, which modification is developed from or made to the Shuffled Gene by any mean s, including without limitation, any codon modified variant, splic e variant, mutation, derivative or variant of a Shuffled Gene, and any fragment(s ) of the preceding ; 1.45, and means t he recombination and/or rearrangement and/or mutation of genetic mate rial for the creation of genetic diversity using intellectual property and/or tangible property owned or Controlled by MAXYGEN ; 1.46 means techniques, meth odologies, processes, materials and/or instrumentation useful for S huffling, and generally applicable screening techniques, methodologie s, or processes of using the resulting genetic material to identify potent ial usefulness ; 1.47 means an entity ( other than Aff iliates in the case of MAXYGEN and RIO TINTO Group Members in the ca se of TRPL ) to whom TRPL or MAXYGEN, as the case may be, has granted a li cense or sublicense to Exploit Products ; 1.48 means any person other than TRP L, a RIO TINTO Group Member, MAXYGEN, or an Affiliate of MAXYGEN ; 1.49 TRPL Background Technology " means all Materia ls provided by TRPL for use in the Project and Intellectual Property Righ ts of TRPL which are necessary for the conduct of the Project and made available by TRPL for the conduct of the Project ; 1.50 means * * * * * * * ; 1.51 means * * * * * * *