definiens: means in respect of each Improvement or New Invention ( as applicable),the period commencing with the date the applicable Disclosure Notification ( complying with Clause 5.2.2 ) isdeemed to have been received by [COMPANY] and expiring [ * * * ] after the date such Disclosure Notification isdeemed to have been so received ; has the meaning set out in Clause 5.1 ; has the meaning set out in Clause 23.1 ; has the meaning set out in Clause 23.1 ; means the occurrence of any of the following events or circumstances ( or any analogousevent or circumstance in a jurisdiction other than England and Wales ) in relation to the relevant entity : ( i ) beingdeemed unable to pay its debts as defined in section 123 Insolvency Act 1986 without any requirement toprove any matter stated in that section to a court, ( ii ) entering into a voluntary arrangement or any othercomposition, scheme or arrangement with ( or assignment for the benefit of ) its creditors ; ( iii ) the appointmentof a receiver, administrator or insolvency manager over the whole or the majority of its business or assets, andwhich appointment is not appealed or set aside within twenty ( 20 ) days ; ( iv ) an order is made or a resolution ispassed for its winding up ( except for the purposes of a bona fide solvent reorganisation ) ; ( v ) an order forbankruptcy or dissolution or the making of an administration order is made which is not appealed or set asidewithin thirty ( 30 ) days of it being made ; or ( vi ) ceasing to carry on business for any period in excess of thirty(30 ) days or claiming the benefit of any statutory moratorium ; or or means all Patent Rights, claims in or rights to Patent Rights, rightsin designs ( including design patents, registered designs and unregistered designs ), copyright, rights insoftware, database rights, rights in data, inventions, rights in Know - How, trade secrets and confidentialinformation, and any and all other similar or equivalent rights to any of the foregoing situated in any country inthe world, in each case for their full term and any extensions, together with applications for any of theforegoing, the right to apply for any of the foregoing in any part of the world and the right to claim priority inrespect of any of the foregoing ; means the [ * * * ] ( as listed in Schedule 2 under the title [ * * * ] Materials – [ * * * ] Materials),complementarity determining regions ( ) from such [ * * * ], and any derivatives, fragments, modifications, enhancements of such [ * * * ] or the CDRs from [ * * * ] ; CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT . THE COPY FILEDHEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST . OMISSIONS AREDESIGNATED [ * * * ] . A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THESECURITIES AND EXCHANGE COMMISSION