definiens: has the meaning set out in paragraph 4 of Part A Schedule 8 ; has the meaning set out in Clause 3.3 ; means any research ( i ) that is, in whole or part, funded by a person or entity that isnot a Funder ; or ( ii ) that is undertaken at the request of or for the benefit of any entity that is not an AcademicOrganisation involved in such research ; or ( iii ) that is undertaken ( as opposed to funded ) in collaboration withany entity which is not an Academic Organisation ; or ( iv ) under which a Third Party, which is not an AcademicOrganisation participating in such research, will acquire any rights in ( including by way of assignment orlicence ) or control over the results of such research ; means any product or therapy that is competitive to or equivalent ( whetherstructurally, functionally or through mechanism of action ) to any Royalty Product, including any product ortherapy that may be considered a generic, biosimilar and/or a product or therapy or otherwiseinfringes any of the Licensed Patents or makes use of any of the Technology ; means a Royalty Product that is not directly of therapeutic applicationand is used for diagnosis, assessment or detection ; has the meaning set out in Clause 14.11 ; has the meaning set out in Clause 20.1 ; or in respect of a Party, that Intellectual Property ( or those materials ) which suchParty ( which in the case of UCLB means UCLB or UCL ) ( i ) owns and is able, without breaching any obligationowed by it or ( by rule of law ) having to obtain the consent of any co - owner, to license ( or in the case ofmaterials supply ) the same to a third party ( including a Party to this Agreement ) for the applicable RoyaltyProduct or use ; or ( ii ) is licensed to use ( other than by the other Party to this Agreement ) and is entitled underthe terms of the licence to which they are a party to sub - license ( or in the case of materials supply ) the sameto a third party ( including a Party to this Agreement ) for the applicable Royalty Product or use without having toobtain consent from such third party ; means [ * * * ] and [ * * * ] and means any one of them ; 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