definiens: means the program of research deﬁned in Schedule 1 under the title [ * * * ] Program, conducted prior to the Eﬀective Datetogether with the program of research conducted after the Effective Date as described in Schedule 1 under the title ( B ): [ * * * ] Project Plan ; means, excluding Manufacturing Know - How, ( i ) the Know - How described in Schedule 2 under the title [ * * * ] Know - How ; ( ii)the materials listed in Schedule 2 under the title [ * * * ] Materials together with all IP in the same ; ( iii ) all Know - How and materials ( together with allIP in the same ) developed by MP and/or the MP Laboratory pursuant speciﬁcally to the [ * * * ] Program prior to the Eﬀective Date other than thatwhich is CGK as of the date the [ * * * ] Option is exercised ; ( iv ) any Patent Rights ﬁled by or on behalf of UCLB from time to time in respect of anywork undertaken by MP and/or the MP Laboratory prior to, on or after the Eﬀective Date under or pursuant to the agreed project plan for the [ * * * ] Program as set out in Schedule 1 ( ) ; and ( v ) all Know - How and materials developed after the Eﬀective Date by MP and / orthe MP Laboratory pursuant speciﬁcally to the agreed project plan for the [ * * * ] Program as set out in Schedule 1, including the technologyclaimed or disclosed in the [ * * * ] Patent Rights ( if any ) as of the date the [ * * * ] Option is exercised, other than that which is CGK as of the date the [ * * * ] Option is exercised, or disclosed in the sections of the [ * * * ] Patent Rights that refer to, describe or disclose prior art including CGK existingas of the date the [ * * * ] Option is exercised ; references to CGK in this deﬁnition shall exclude CGK that became CGK through disclosure after theEﬀective Date by publication of the [ * * * ] Patent Rights or by MP making a publication in accordance with this Agreement or by Autolus’spublication ; or means all technical and other information, knowledge, ideas, inventions, concepts, discoveries, data, designs, know - how, formulae, methods, sequences, models, procedures, designs, protocols, trials, tests, methods, processes, specifications and techniques which are not confidential and are publicly available at the applicable time ; has the meaning set out in Clause 4.7 ; has the meaning set out in paragraph 4 of Part A of Schedule 8 ; has the meaning set out in Clause 3.3 ; means any research ( i ) that is, in whole or part, funded by a person or entity that is not a Funder ; or ( ii ) that isundertaken at the request of or for the beneﬁt of any entity that is not an Academic Organisation involved in such research ; or ( iii ) that isundertaken ( as opposed to funded ) in collaboration with any entity which is not an Academic Organisation ; or ( iv ) under which a Third Party, which is not an Academic Organisation participating in such research, will acquire any rights in ( including by way of assignment or licence ) orcontrol over the results of such research ; means any product or therapy that is competitive to or equivalent ( whether structurally, functionally or throughmechanism of action ) to any Royalty Product, including any product or therapy that may be considered a generic, biosimilar and/or a product or therapy or otherwise infringes any of the Licensed Patents or makes use of any of the Technology ; means a Royalty Product that is not directly of therapeutic application and is used for diagnosis, assessment or detection ; has the meaning set out in Clause 14.11 ; has the meaning set out in Clause 20.1 ; or in respect of a Party, that Intellectual Property ( or those materials ) which such Party ( which in the case of UCLBmeans UCLB or UCL ) ( i ) owns and is able, without breaching any obligation owed by it or ( by rule of law ) having to obtain the consent of any co - owner, to license ( or in the case of materials supply ) the same to a third party ( including a Party to this Agreement ) for the applicable RoyaltyProduct or use ; or ( ii ) is licensed to use ( other than by the other Party to this Agreement ) and is entitled under the terms of the licence to whichthey are a party to sub - license ( or in the case of materials supply ) the same to a third party ( including a Party to this Agreement ) for theapplicable Royalty Product or use without having to obtain consent from such third party ; 5CERTAIN 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