definiens: means this agreement, including i ts Schedules, and any amendment to it agreed to in writing by the P arties ; 1.3 means each of the TRPL Coal Ap plications, the Non - TRPL Coal Applications, the Biomass Applications, the N on - Renewable Energy Applications, and the Value Added Products Ap plications ; 1.4 means the MAXYGEN Bac kground Technology and/or the TRPL Background Technology, as appropriate ; 1.5 means organisms, living or dead, or the products of living organisms ; 1.6 means * * * * * * * ; 1.7 means the TRPL Business unit, Research and Technology Development ; 1.8 means the joint venture vehic le or any other legal entity ( if any ) established by the Parties or with t he authority of the Parties, to Exploit the Project Technology for the App lications ; 1.9 means * * * * * * * ; 1.10 means all know - how, financial information and other commercially valuable information in wh atever form including unpatented inventions, trade secrets, formula e, graphs, drawings, designs, biological materials, samples, devices, model s and other materials of whatever description which a Party discloses to the other Party and designates as Confidential Information at the time of disclosure . The following are exceptions to such information : ( a ) information which is already in the pub lic domain ; ( b ) information which hereafter becomes par t of the public domain otherwise than as a result of an unauth orized disclosure by the recipient Party or its representatives ; ( c ) information which is or becomes availab le to the recipient Party, other than under an obligation of confi dentiality, from a Third Party lawfully in possession of such in formation and who has the lawful power to disclose such informati on to the recipient Party ; ( d ) information which is rightfully known b y the recipient Party ( as shown by its written records ) prior to the date of disclosure to it hereunder ; or ( e ) information which is independently deve loped by the recipient Party without any use of or reference to any Confidential Information of the other Party ; 2 < PAGE > 1.11 means the contributions ( incl uding funding, personnel, research activities and equipment, etc . ) a Pa rty will make to the Project as specified in the Project Plan ; 1.12 or means possession of the ability to grant the licenses or sublicenses as provided for herei n without violating the terms of any agreement or other arrangement with an y Third Party ; 1.13 and/or means to use, make, have made, import, lease, sell, sublicense or otherwise dispose of to a Third Party, or offer to use, make, lease, sell, sublicense or othe rwise dispose of to a Third Party ; 1.14 means Decision Milest one 2 ( as defined in the Project Plan ) for the Project established in the Project Plan ; 1.15 means any gene selected for Shuffling in the Project by the Management Committee pursuant to clause 3.2 ; 1.16 means any altered form of a Ge ne which meets the applicable criteria agreed by the Management Committee a nd is made in connection with the Project through the use of Shuffling Tech nology ; 1.17 means any enhancement, modific ation, adaptation or extension to the Materials made by MAXYGEN or jointly by TRPL and MAXYGEN, and all Intellectual Property Rights subsisti ng in them ; 1.18 means statutor y and other proprietary rights in respect of trade marks, patents, ci rcuit layouts, copyrights, confidential information, know - how and all ot her rights with respect to Intellectual Property as defined in Article 2 of the Convention Establishing the World Intellectual Property Organization of July 1967 ; 1.19 means the management c ommittee established pursuant to clause 3 ; 1.20 means, with respect to Products sold by MAXYGEN ( and/or its Affiliates ) or TRPL ( and/or RIO T INTO Group Members ), as the case may be, ( i ) * * * * * * * costs related to the manufacture of Products, by MAXYGEN ( and/or its Affiliates ) or TRPL ( and/ or RIO TINTO Group Members ), as the case may be, including without limitat ion, costs for personnel, materials, quality control, regulatory compli ance, administrative expenses, subcontractors, fixed and variable manufacturing overhead costs and business unit or division * * * * * * *, and th e like, as determined and allocated in accordance with generally accept ed accounting principles ( GAAP ), consistently applied by the applicabl e Party, excluding * * * * * * *, or ( ii ) with respect to Products purchased by MAXYGEN ( and/or its Affiliates ) or TRPL ( and/or RIO TINTO Group M embers ), as the case may be, from a Third Party manufacturer, * * * * * * * paid to the manufacturer for such Products ; 3 < PAGE > 1.21 means any chemical or biological substances including, without limitation, any : ( a ) organic or inorganic che mical element or compound ; ( b ) gene ; ( c ) vector or construct, plasmid, p hage or virus ; ( d ) host organism, including bacteria and plant cells ; ( e ) eukaryotic or prokaryotic cell line or expression system ; ( f ) protein, including any peptide or amino acid sequence, enzyme, antib ody or protein conferring targeting properties and any fragment of a pr otein or peptide or enzyme ; ( g ) genetic material, including any genetic c ontrol element ( e.g., promoters ), Gene, Gene Variant or Shuffled Ge ne ; or ( h ) assay or reagent ; 1.22 means all Mat erials provided by MAXYGEN for use in the Project and Intellectual Prope rty Rights of MAXYGEN which are necessary for the conduct of the Project and made available by MAXYGEN for the conduct of the Project ; 1.23 means all uses except * * * * * * * ; 1.24 with respect to a particular P roduct means Net Sales for such Product, less : ( a ) an amount for such manufacturing equal to * * * * * * * of the Manufacturing Costs related to such Pro ducts ; and ( b ) any expenses incurred or accrued in con nection with the installation, packaging, labeling, mark eting, sale or other disposition of the Products by MAXYGEN ( and/or its Affiliates ) or TRPL ( and/or RIO TINTO Group Members ), as the case may be, and general and administrative expenses rel ating to the preceding, as determined and allocated in accordance with generally accepted accounting principles, consistently app lied by the applicable Party