definiens: means all Know - How and Patent Rights that are Con trolled by Sangamo or its Affiliates as of the Execution Date or during the Term ( excluding Sangamo ’s interest in any Joint Inventions and Joint Patents ) that are ( a ) related to ( i ) Genome Editing using ZFNs, [ * ] ; and ( b ) nece ssary or useful to develop, manufacture, use, sell, offer for sale, import or otherwise commercialize a Modified Cell as part of a Licensed Product in the Field in the Territory ; pro vided however that Sangamo Genome Technology shall exclude ( i ) ZFN Design IP, ( ii ) any Know - How and Patent Rig hts licensed to Sangamo or its Affiliates by a Thir d Party pursuant to an Excluded Third Party License or any other license agreement that is not a Third Party L icense, and ( iii ) [ * ]