definiens: means any product or therapy within the RQR8 Field which is covered by, uses orincorporates any of the RQR8 Program IP ; means the program of research defined in Schedule 1 under the title RQR8 Programconducted prior to the Effective Date ; means, excluding Manufacturing Know - How, ( i ) those patent applications listed inSchedule 2 under the title RQR8 Patents at all Patent Rights derived therefrom ( ) ; ( ii)the Know - How described in Schedule 2 under the title RQR8 Know - How ; ( iii ) the materials listed in Schedule 2under the title RQR8 Materials together with all IP in the same ; and ( iv ) all Know - How developed by MP and / orthe MP Laboratory pursuant specifically to the RQR8 Program prior to the Effective Date including thetechnology claimed or disclosed in the RQR8 Patent Rights as of the Effective Date, other than that which isCGK as of the Effective Date or disclosed in the sections of the RQR8 Patent Rights that refer to, describe ordisclose prior art including CGK existing as of the Effective Date ; has the meaning set out in Clause 13.4 ; has the meaning set out in Clause 13.4 ; has the meaning set out in the first paragraph of this Agreement ; has the meaning set out in Clause 10.1.1 ; has the meaning set out in Clause 18.8 ; means the Subscription and Shareholders ’ Agreement between [COMPANY], UCLB, Dr Martin Pule, JohnBerriman and Syncona LLP dated as of the Effective Date ; has the meaning set out in Clause 15.1 ; means any person ( including an Affiliate ) to whom [COMPANY] sub - licenses all or part of theIntellectual Property licensed to it under this Agreement in respect of Royalty Products ; has the meaning set out in Clause 15.1 ; has the meaning set out in Clause 13.1.1 ; has the meaning set out in Clause 13.1.1 ; 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