definiens: means all Intellectual Property Rights and materi als prepared, developed, generated or derived by or on behalf of either Part y in the course of the performance of its obligatio ns under the Collaboration Plan, the Letter of Intent or the Supply Agreement solely to the extent that such Intellectual Property Rights and materials are ( i ) an improvement to the Orchard Technology and ( ii ) can not be exploited without also infringing Orchard Background Patents ; ( pp ) means the patents referred to in Schedule 7 to th e extent that such patents claim the Orchard Technology, and any paten ts issuing therefrom or claiming priority thereto, worldwide, together with any extensions ( including patent term extensions and supplementary protection certificates ) and renewals thereof, reis sues, reexaminations, substitutions, confirmation patents, registration patents, invention certificat es, patents of addition, renewals, divisionals, continuations and continuations in part of any of t he foregoing, in each case to the extent that the same claim the Orchard Technology ; ( qq ) means ( i ) vectors [ * * * ], cells containing the sam e, and use of the cells to treat a subject ; ( ii ) vectors for treating ADA - SCID, [ * * * ], cells containing the same, and use of the cells to treat ADA -SCID ; and ( iii ) vectors [ * * * ] ; ( rr ) means [ * * * ], manufactured by or on behalf of Orch ard or its Affiliates or sublicensees, for use in treating any indication ot her than an Initial Indication or Subsequent Indications ; ( ss ) means [ * * * ] or any of its Affiliates or sublicens ees, in each case for use in treating any indication other than an Initial Indication or Subsequent Indication ; ( tt ) shall mean all out - of - pocket costs and expenses p aid by or on behalf of BioMedica to Third Parties in connection with the p erformance of activities pursuant to the Collaboration Plan ; ( uu ) means any Collaboration Particle and/or Other Par ticle ; ( vv ) means BioMedica and Orchard and shall mean either of them ; ( ww ) means any individual, partnership, limited liabil ity company, firm, corporation, associati on, trust, unincorporated organisation or other legal e ntity ; ( xx ) means any Collaboration Product, and/or Other Pro duct ; ( yy ) has the meaning set out in the Supply Agreement ; ( zz ) means a calendar quarter ending on 31 March, 30 June, 30 September, and 31 December ; * * * Confidential Treatment Requested * * * Page | 8 28.11.2016 CONFIDENTIAL ( aaa ) means, in relation to a Party, such Party ’s Affil iates, and its and their directors, officers, employees, consultants, advisors, and per mitted subcontractors and in the case of Orchard, its licensees and sublicensees ; ( bbb ) means the letter dated on or about the date of th is Agreement relating to the issue to BioMedica of Equity in accordance w ith clause 6.1 ; ( ccc ) means, for Orchard, the Chief Executive Officer o r a Board Member, and for BioMedica, the Chief Executive Officer of BioMedica ; ( ddd ) means the steering committee to be established, a nd operating, in accordance with the provisions of clause 2 ; ( eee ) means an indication added to the scope of this Ag reement in accordance with clauses 4.3 ( a ) or ( b ) ; ( fff ) means the supply agreement between the Parties re lating to the supply by BioMedica of [ * * * ] to Orchard dated on our about th e date of this Agreement ; ( ggg ) means the term of this Agreement ; ( hhh ) means any Person other than a Party or its Affili ates ; ( iii ) means a claim of : ( i ) an unexpired and issued patent ; or ( ii ) a pending patent application ; that has not been disclaimed, revoked, or held inva lid, unpatentable or unenforceable by an administrative agency, court or other government agency of competent jurisdiction in a final and non - appealable decision ( or a decision unappealed within the time limit allowed for appeal ), and which has not been admitte d to be invalid or unenforceable through reissue, re - examination or disclaimer or ot herwise ; and ( jjj ) means a period of twelve ( 12 ) consecutive calendar mo nths ending on 31 December