definiens: means any person ( including an Affiliate of Liverco ) to whom Liverco sub -licenses all or part of the Intellectual Proper ty licensed to it under this Agreement ; has the meaning set out in Clause 11.1 ; has the meaning set out in Clause 11.1 ; or in respect of any Patent Rights, any of ( i ) ceasing to ma intain ( by payment of renewal fees or otherwise ) the applicable Patent Rights ; ( ii ) withdrawing, surrendering, dedicating to the public or allowing the applicable Patent Rights to lapse ; ( iii ) in the case of a pending application de -designating, or not val idating or ratifying in, a country covered by the application or not entering into the national or regional phase in a country designated in the international or convention application or ( iv ) consenting to or ceasing to defend an application, action or li tigation for revocation ; has the meaning set out in Clause 2.4.10 ; means patent application to be filed based on the draft specification emailed from [ * * ] together with the invention disclosed therein and all Patent Ri ghts derived therefrom ; means any AAV -directed gene therapy product that is not an Original Product and which is indicated ( by way of its product label or package insert ) for use in the ameilioration, treatment and/or diagnosis of [ * * ] and which would be infringed by any of the [ * * ] Patent Rights but for the licence granted to Liverco hereunder ; means the program of research defined in Schedule 1 under the title [ * * ] Program as conducted prior to the Amendment Date ; means ( i ) the [ * * ] Patent Rights ; and ( ii ) excluding Manufacturing Know -How, all Know -How described in Part F of Schedule 2 under the title [ * * ] Program Know How ; and ( iii ) the materials listed in Part F of Schedule 2 under the title [ * * ] Materia ls ( together with all IP in the same ) ; collectively means Program IP, Manufacturing Know -How, UCL Background IP and the Materials ; has the meaning in Clause 21.1 ; all countries throughout the World ; any per son other than the Parties or their respective Affiliates or AN ; 21 Certain confidential information contained in this document, marked by [ * * ], has been omitted because the information ( i ) is not material and ( ii ) would likely cause competitive harm to the Company if publicly disclosed