definiens: means ( a ) any specific modified cell line identified on Schedule 1, where such cell line is amammalian cell line that contains one or more targeted alterations in the genomic DNA ( when compared with theparental cell line from which it was derived ), where such alteration(s ) in the genomic DNA is ( are ) the result of thebuyer ’s use of the Materials in accordance with the ZFN License Agreement or this ZFN GMP License Agreement, and ( b ) any derivative cells or cell lines created by the buyer which contain and/or incorporate genetic informationderived from the cell line described in ( a).5 4 . You may not transfer the Materials, its components, or any materials made through the use of the Materials, including Modified Animals or ZFN - Modified Cell Lines, to any third party ( a ) without prior written approval of Sigma, and ( b ) without the transferee entering into a material transfer agreement that includes the restrictions containedherein, except:(a ) you may transfer ZFN - Modified Cell Lines to third party licensees of therapeutic products that are proprietary toyou, the buyer, for use solely in the GMP Field to produce such therapeutic products, provided that ( i ) you do not sell, or receive any consideration for, such ZFN - Modified Cell Line, ( ii ) such third party licensee agrees in writing that it willbe bound by the terms of this ZFN GMP License Agreement and will not modify the ZFN - Modified Cell Line to cause itto produce a different therapeutic product, and ( iii ) a copy of such written agreement is provided to Sigma prior to suchtransfer