definiens: means any product or therapy within the Epitope Tag Field : ( i ) which, were it not forthe licence granted hereunder, would infringe the Epitope Tag Patent Rights ; and/or ( ii ) the manufacture ofwhich product or therapy were it not for the licence granted hereunder, would infringe the Epitope Tag PatentRights ; and/or ( iii ) where the manufacture of any materials used in connection with the manufacture of suchproduct or therapy, were it not for the licence granted hereunder, would infringe the Epitope Tag Patent Rights(including without limitation the manufacture of the viral vector ultimately used for the manufacture of suchproduct or therapy ) ; means the program of research defined in Schedule 1 under the title Epitope TagProgram as conducted prior to the Amendment Date ; means excluding Manufacturing Know - How, ( i ) those patent applications listed inSchedule 2 under the title Epitope Tag Patents and all Patent Rights derived therefrom ( ) ; ( ii ) the Know - How described in Schedule 2 under the title Epitope Tag Know - How ; and ( iii ) thematerials listed in Schedule 2 under the title Epitope Tag Materials together with all IP in the same ; has the meaning set out in Clause 4.9 ; and means to make, have made, import, export, use, sell or offer for sale, including toresearch, experiment, develop, commercialise, obtain and maintain Regulatory Approvals, manufacture, tohave manufactured, hold or keep ( whether for disposal or otherwise ), have used, export, transport, distribute, promote, market or have sold or otherwise dispose of, and shall mean the act of Exploiting ; has the meaning set out in Clause 7.1 ; means all uses and applications without restriction ; means with respect to the applicable Program, the final written report approved by MPand written following completion of the applicable Program in accordance with the applicable project plan, andwhich shall provide a complete report of the results, findings and activities arising from that Program ; means the first arm ’s length commercial sale of the applicable Royalty Product in acountry by [COMPANY] or by a Sub - Licensee pursuant to a sub - license granted hereunder, in each case followingthe grant of a Marketing Approval for the applicable Royalty Product in such country ; means an academic, charitable or other not - for - profit organisation including academic institutions, charities, and government bodies ; 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