definiens: means Patent Rights Controlled by Sangamo as of the Effective Date or that come into theControl of Sangamo after the Effective Date and during the term of this Agreement ( other than through the grant of a licenseby [COMPANY] hereunder ) that are ( a ) necessary to practice the licenses granted herein or ( b ) part of, used to implement, or directlyrelated to zinc finger technology and useful to practice the licenses granted herein . The Sangamo Patent Rights existing as ofthe Effective Date are set forth on Schedule 1.57 ( it being understood that any Sangamo Patent Right existing as of theEffective Date that is not set forth on such schedule shall, notwithstanding such omission, still be a Sangamo Patent Right tothe extent otherwise provided in this Section 1.57 ) . Notwithstanding anything in this Agreement to the contrary, in the eventof a Change of Control of Sangamo, the Sangamo Patent Rights shall not include any Patent Rights owned or controlled by aThird Party described in the definition of and ( 1 ) existing prior to the closing of such Change ofControl, ( 2 ) existing after the closing of such Change of Control and claiming inventions made prior to the closing of suchChange of Control, ( 3 ) claiming only inventions made after such Change of Control without the use of the Sangamo Know - How in existence prior to the closing of such Change of Control, or ( 4 ) claiming only inventions made after such Change ofControl and not directly related to zinc finger technology . Notwithstanding the foregoing, Sangamo Patent Rights shallinclude Existing Third Party Patent Rights and New Third Party Patent Rights but shall not include ( i ) any other Patent Rightslicensed to Sangamo or its Affiliates by a Third Party unless such Patent Rights can be licensed by Sangamo to [COMPANY] free ofany financial or other material obligation owing to the Third Party as a result of such sublicense to [COMPANY] and ( ii ) the [ * * * ] thathave been [ * * * ] to [COMPANY] pursuant to Subsection 10.1(b )