definiens: means any Know - How and Patent Rights that are Con trolled by Sangamo or any of its Affiliates as of the Effective Date o r during the Term that are necessary or useful for the Development or Manufacture of any [ * ] in the Field in the Terri tory ; provided, however, that Sangamo [ * ] Technology shall exclude all Know - How and Patent Rights that : 1 . are owned or otherwise controlled by any Third Part y ( including such Third Party ’s Affiliates ) that becomes an Affiliate or assignee of Sangamo af ter the Effective Date as a result of a Change of C ontrol of Sangamo or a permitted assignment of this Agreement, except to the extent that any such Know - How or Pa tent Rights ( i ) arise from [ * ] or ( ii ) are [ * ] ; 2 . constitute Excluded Upstream Technology ; or 1 . are related to the [ * ], except and solely to the ex tent necessary for [ * ]