definiens: means excluding Program IP and Manufacturing Know - How, ( i ) all Know - How listed in Part A of Schedule 3 ; ( ii ) excludingthat listed in Part A of Schedule 3, all other Know - How ( excluding binder domains ) developed by MP and/or the MP Laboratory pursuant to or inconjunction with any of the Original Programs ( or any combination of, or across any of, the Original Programs ) prior to the Eﬀective Date ( or inthe case of the New Suicide Gene Program, or the ZipCAR Program, respectively prior to the Amendment Date, or in the case of the [ * * * ] Program prior to the date of exercise of the [ * * * ] Option ) to the extent that it is not CGK as of the Eﬀective Date and UCLB Controls the same ; ( iii)excluding that listed in Part A of Schedule 3, all other Know - How ( excluding binder domains ) developed by MP and/or the MP Laboratorypursuant to or in conjunction with any of the Additional Programs ( or any combination of, or across any of, the Additional Programs ) prior to theAmendment Date to the extent that it is not CGK as of the Amendment Date and UCLB Controls the same ; ( iv ) excluding that listed in Part A ofSchedule 3, all other Know - How ( excluding binder domains ) developed by MP and/or the MP Laboratory pursuant to or in conjunction with any ofthe CAT19 Program prior to the Second Amendment Date to the extent that it is not CGK as of the Second Amendment Date and UCLB Controlsthe same ; ( v ) excluding that listed in Part A of Schedule 3, all other Know - How ( excluding binder domains ) developed by MP and/or the MPLaboratory pursuant to or in conjunction with the CAROUSEL STUDY prior to the Third Amendment Date to the extent that it is not CGK as ofthe Third Amendment Date and UCLB Controls the same ( vi ) excluding that listed in Part A of Schedule 3, all other Know - How ( excluding binderdomains ) developed by MP and/or the MP Laboratory pursuant to or in conjunction with the TRBC2 Dx Program on or after the Amendment Datebut prior to the Third Amendment Date to the extent that it is not CGK as of the Third Amendment Date and UCLB Controls the same ; has the meaning set out in Clause 23.1.2 ; has the meaning set out in Clause 33.2 ; means a claim within ( i ) an issued or granted and unexpired Patent Right, including any Licensed Patent ; or ( ii ) a pendingapplication for a Patent Right including an application with respect to any Licensed Patents, which has not been pending for more than eight ( 8)years from the date of the priority ﬁling from which such pending application originates, and in each case of ( i ) and ( ii ) above, which has notbeen held unenforceable, unpatentable or invalid by a decision of a court or government body of competent jurisdiction, or where appealed withinthe time allowed for appeal has not been held unenforceable, unpatentable or invalid by an appellate body of competent jurisdiction ( including bythe highest appellate court in the relevant jurisdiction where appealed to that court ), or, which has not been withdrawn, cancelled, revoked, disclaimed, or rendered unenforceable through disclaimer or otherwise, or which has not been donated or dedicated to the public, Surrenderedor which has not been deemed invalid by an interference or opposition panel or court as part of any interference or opposition proceeding ; means a period of twelve ( 12 ) months commencing on 1 January ; has the meaning set out in Clause 2.2.11 ; means any product or therapy which, were it not for the licence to ZAP - CAR Patent Rights granted hereunder or theassignment to [COMPANY] ( or subsequent assignment or licence grant to an Assignee Entity ) of the ZAP - CAR Patent Rights, would otherwise infringethe ZAP - CAR Patent Rights in the relevant country of sale ; means the program of research deﬁned in Schedule 1 under the title ZAP - CAR Program as conducted prior to theAmendment Date ; means excluding Manufacturing Know - How, ( i ) those patent applications listed in Schedule 2 under the title ZAP - CARPatents and all Patent Rights derived therefrom ( ) ; ( ii ) the Know - How described in Schedule 2 under the title ZAP - CAR Know - How ; and ( iii ) the materials listed in Schedule 2 under the title ZAP - CAR Materials together with all IP in the same ; has the meaning set out in Clause 2.2.15 ; means any product or therapy which is covered by, uses or incorporates any of the ZipCAR Program IP ; 15CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTS, MARKED BY [ * * * ], HAS BEEN OMITTED BECAUSE IT IS NOTMATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED