definiens: means, excluding Manufacturing Know - How ( i ) the Know - How described in Schedule 2under the title ZipCAR Know - How ; ( ii ) the materials listed in Schedule 2 under the ZipCAR Materials togetherwith all IP in the same ; ( iii ) all Know - How and materials ( including all IP in the same ) developed by MP and / orthe MP Laboratory pursuant specifically to the ZipCAR Program prior to the Effective Date other than thatwhich is CGK as of the Amendment Date ; ( iv ) any Patent Rights filed by or on behalf of UCLB from time totime in respect of any work undertaken by MP and/or the MP Laboratory for the ZipCAR Program prior to theAmendment Date and all Patent Rights therefrom, including those as set out in Schedule 1 ( ) ; and ( v ) all Know - How and materials ( including IP in the same ) developed after the Effective Date butprior to the Amendment Date by MP and/or the MP Laboratory pursuant specifically to the agreed project planfor the ZipCAR Program as set out in Schedule 1, including the technology claimed or disclosed in the ZipCARPatent Rights ( if any ) as of the Amendment Date, other than that which is CGK as of the Amendment Date, ordisclosed in the sections of the ZipCAR Patent Rights that refer to, describe or disclose prior art including CGKexisting as of the Amendment Date, provided that to the extent that any materials in ( ii ), ( iii ) or ( v ) incorporatethe binder CD33, such binder together with IP in the same is excluded ; references to CGK in this definitionshall exclude CGK that became CGK through disclosure after the Effective Date by publication of the ZipCARPatent Rights or by MP making a publication in accordance with this Agreement or by [COMPANY] ’s publication ; 1.2In this Agreement, unless the context requires otherwise : 1.3use of the singular includes the plural and vice versa and use of any gender includes the other genders ; 1.4any reference to is a reference to this Agreement as from time to time amended, varied orextended in any way ; and, 1.5 shall have the meaning given by section 1161 Companies Act 2006 save that for the purposesof this Agreement and for the avoidance of doubt, an undertaking shall include a limited liability partnership