definiens: means any Know - How Controlled by Sangamo as of the Effective Date or that comes intothe Control of Sangamo after the Effective Date and during the term of this Agreement ( other than through the grant of alicense by [COMPANY] or its Affiliates or Sublicensees hereunder ) that is ( a ) necessary to practice the licenses granted herein,(b ) utilized by Sangamo pursuant to the Research Program or pursuant to activities conducted pursuant to 8 * * * CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSIONSubsection 5.2(c ) in making a [COMPANY] ZF Compound, [ * * * ] or [COMPANY] ZF Product, or ( c ) part of, used to implement, or directlyrelated to zinc finger technology and useful to practice the licenses granted herein . For the avoidance of doubt, the SangamoKnow - How does not include any Patent Rights . Notwithstanding anything in this Agreement to the contrary, in the event of aChange of Control of Sangamo, the Sangamo Know - How shall not include any Know - How that is ( i ) owned or controlled by aThird Party described in the definition of prior to the closing of such Change of Control, ( ii ) developedafter such Change of Control without the use of the Sangamo Know - How in existence prior to the closing of such Change ofControl, or ( iii ) developed after such Change of Control and not directly related to zinc finger technology . Notwithstandingthe foregoing, Sangamo Know - How shall not include any Know - How licensed to Sangamo or its Affiliates by a Third Partyunless ( A ) such Know - How can be sublicensed by Sangamo to [COMPANY] free of any financial or other material obligation owing tothe Third Party as a result of such sublicense to [COMPANY] or ( B ) such Know - How is licensed pursuant to a Third Party License