definiens: means all uses and applications without restriction ; means with respect to the applicable Program, the ﬁnal written report approved by MP and written following completionof the applicable Program in accordance with the applicable project plan, and which shall provide a complete report of the results, ﬁndings andactivities arising from that Program ; means the ﬁrst arm ’s length commercial sale of the applicable Royalty Product in a country by [COMPANY] or by a Sub - Licensee or by an Assignee Entity pursuant to this Agreement, in each case following the grant of a Marketing Approval for the applicableRoyalty Product in such country ; means an academic, charitable or other not - for - profit organisation including academic institutions, charities, and government bodies ; means the specific Antigen ( or part thereof ) coded for by reference to the sequence defined in Schedule 1 under the GD2 Program ; means all data, information, know - how and other intellectual property and results arising from the CRUK Studyincluding the protocol for the CRUK Study and the Test and Regulatory Data resulting from the CRUK Study ; has the meaning set out in Clause 11.1.1 ; has the meaning set out in Clause 2.2.3 ; means any product or therapy which ( i ) targets GD2 and is covered by, uses, incorporates or has been developed using any ofthe GD2 Program IP ; or ( ii ) targets GD2 and has been developed using any of the UCL Background IP or Manufacturing Know - How ; or ( iii ) wereit not for the license to GD2 Program IP hereunder, would otherwise infringe any Patent Right licensed under the GD2 Program IP or, were it notfor the assignment to [COMPANY] ( or subsequent assignment or licence grant to an Assignee Entity ) of the GD2 Patent Rights, would otherwiseinfringe such assigned GD2 Patent Rights ; means the program of research defined in Schedule 1 under the title GD2 Program as conducted prior to the Effective Date ; has the meaning set out in Clause 6.1 ; means the program of research concerning [ * * * ] being undertaken by [ * * * ] using the [ * * * ] as is used in the [ * * * ] and any otherresearch undertaken by [ * * * ] with respect to [ * * * ] in collaboration with [ * * * ] in each case up to the Eﬀective Date and thereafter during 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, and ( ii ) all Patent Rights ﬁled inrespect of the research undertaken pursuant to the [ * * * ] Program ; means, excluding Manufacturing Know - How, ( i ) those patent applications listed in Schedule 2 under the title GD2 Patentsand all Patent Rights derived therefrom ( ) ; ( ii ) the Know - How described in Schedule 2 under the title GD2 Know - How ; ( iii)the materials listed in Schedule 2 under the title GD2 Materials together with all IP in the same ; and ( iv ) all Know - How and materials ( togetherwith all IP in the same ) developed by MP and/or the MP Laboratory pursuant speciﬁcally to the GD2 Program prior to the Eﬀective Date includingthe technology claimed or disclosed in the GD2 Patent Rights as of the Eﬀective Date, other than that which is CGK as of the Eﬀective Date ordisclosed in the sections of the GD2 Patent Rights that refer to, describe or disclose prior art including CGK existing as of the Effective Date ; means the grant from [ * * * ], and associated grant terms and conditions, dated [ * * * ] ; has the meaning set out in Clause 2.2.8 ; means any product or therapy which, were it not for the licence to iCAR Patent Rights granted hereunder or the assignment toAutolus ( or subsequent assignment or licence grant to an Assignee Entity ) of the iCAR Patent Rights, would otherwise infringe the iCAR PatentRights in the relevant country of sale ; means the program of research deﬁned in Schedule 1 under the title iCAR Program as conducted prior to the AmendmentDate ; means excluding Manufacturing Know - How, ( i ) those patent applications listed in Schedule 2 under the title iCAR Patentsand all Patent Rights derived therefrom ( ) ; ( ii ) the Know - How described in Schedule 2 7CERTAIN 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