definiens: means all Know - How and Patent Rights that are Con trolled by Sangamo or its Affiliates as of the Effective Date or durin g the Term, including Sangamo ’s interest in Joint I nventions and Joint Patents, that are necessary or useful for the Development, Manufacture, use, sale, offer for sal e, importation or Commercialization of Products in the Field in th e Territory ; provided, however, that ( a ) for purpos es of this definition, the Know - How and Patent Rights owned or Controlled by any Third Party that becomes an Affi liate of Sangamo after the Effective Date as a result of a C hange of Control of Sangamo shall not be included i n the Licensed Technology unless Sangamo or its Affiliate s use or develop such Know - How or Patent Rights in the performance of their activities under the Agreement ( e.g. in Development or Manufacturing ) ; ( b ) Licens ed Technology shall exclude all Know - How and Patent Ri ghts licensed to Sangamo pursuant to the [ * ], ( c ) L icensed Technology shall exclude all Excluded Upstream IP p ursuant to Section 2.6, and ( d ) Licensed Technology shall exclude all Know - How and Patent Rights licensed to Sangamo pursuant to the [ * ]