definiens: means the Permitted Study described in Schedule 1 under the heading CAT19 Program and conducted in accordance withthe [ * * * ] Contract under UCL ’s sponsorship ; has the meaning set out in the initial paragraph of this Agreement ; means any protein or other molecular structure including for the avoidance of doubt a cell surface sugar or part thereof ( including anypolypeptide or fragment thereof ) whether glycosylated or otherwise and is capable of or demonstrates any binding aﬃnity with any antibody, antigen - binding domain or other engager protein or any fragment of any of the foregoing ; has the meaning set out in Clause 10.1 ; means any third party to which [COMPANY] assigns an Assigned Patent together with any successor in title to such AssignedPatent and any licensee or sub - licensee of such third party or its successors under such Assigned Patent ; means to the extent Controlled by [COMPANY] ( free from any restriction or encumbrance ) ( i ) any improvement to theapplicable Licensed Patent(s ) in respect of which a Licence has been terminated by UCLB, where use or deployment of such improvement in aproduct would infringe the applicable Licensed Patent(s ) for which such Licence has been terminated ; and, ( ii ) the Test and Regulatory Datawhich has been generated by or on behalf of [COMPANY] in its Exploitation of the applicable Licensed Patents for which the Licence has beenterminated by UCLB ; has the meaning set out in Clause 2.1 ; means ( i ) those materials listed in Part B of Schedule 3 ; and ( ii ) any materials Controlled by UCLB ( free from anyrestriction or encumbrance ) which are not Program Materials and which ( a ) have been used in connection with any of the Programs prior to theEﬀective Date ; and/or ( b ) are used in connection with the [ * * * ] Program, NSG Program and/or the ZipCAR Program after the Eﬀective Date;and / or ( c ) have been used in connection with any of the Additional Programs prior to the Amendment Date or the CAT19 Program prior to theSecond Amendment Date or the TRBC2 Dx Program on or after the Amendment Date but prior to the Third Amendment Date ; means the speciﬁc Antigen ( or part thereof ) coded for by reference to the sequence deﬁned in Schedule 1 under the BCMA - CARProgram ; means [ * * * ] in which one of the [ * * * ] intended to [ * * * ] on the [ * * * ] is capable of binding to [ * * * ] ; means [COMPANY] ’s rights under Clause 7 ; means all uses without restriction except for use in [ * * * ] ; has the meaning set out in Clause 2.2.2 ; means any product or therapy which within the BCMA Field ( i ) targets BCMA and is covered by, uses, incorporates or hasbeen developed using any of the BCMA Program IP ; or ( ii ) targets BCMA and has been developed using any of the UCL Background IP orManufacturing Know - How ; or ( iii ) were it not for the license to BCMA Program IP hereunder, would otherwise infringe any Patent Right licensedhereunder under the BCMA Program IP or, were it not for the assignment of the BCMA - CAR Patent Rights to [COMPANY] ( or subsequent assignmentor licence grant to an Assignee Entity ) would otherwise infringe such assigned BCMA - CAR Patent Rights ; means patent application [ * * * ] and all Patent Rights derived therefrom including International Patent Application No . [ * * * ] ; has the meaning set out in Clause 7.1 ; means the research conducted with respect to [ * * * ] by MP and/or the MP Laboratory, as of the Eﬀective Date and thereafterduring the [ * * * ] Period ; means, excluding Program IP, UCL Background IP and Manufacturing Know - How, ( i ) all Know - How and inventionsgenerated, created or developed pursuant to the [ * * * ] Program excluding CGK as of the licence grant date ( in respect of the [ * * * ] Program IP);and ( ii ) the [ * * * ] Existing Patent and all Patent Rights ﬁled in respect of the research undertaken pursuant to the [ * * * ] Program from time to time ( ) ; means the program of research deﬁned in Schedule 1 under the title BCMA - CAR Program as conducted prior to theEffective Date ; 2CERTAIN 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