definiens: means any Know - How and Patent Rights that are Con trolled by [COMPANY] or any of its Affiliates as of the Effe ctive Date or during the Collaboration Term ( a ) tha t are directed to the applicable [ * ] used in any ZFP product that is the subject of a Collaboration Plan or ( b ) that are otherwise necessary or useful for Sangamo to perform its acti vities under a Collaboration Plan ; provided, however, that [COMPANY] Collaboration Technology shall exclude all Know - How and Patent Rights that are owned or other wise controlled by any Third Party ( including such Third Party ’s Affiliates ) that becomes an Affiliate or a ssignee of [COMPANY] after the Effective Date as a result of a Change of Control of [COMPANY] or a permitted assign ment of this Agreement, except to the extent that any such Know- How or Patent Rights ( i ) arise from participation b y employees or consultants of such Third Party or any of its pre - Change of Control Affiliates in activit ies under this Agreement after the consummation of such Change of Control or assignment or ( ii ) are included in or us ed in activities under this Agreement by such Third Party or any of its Affiliates after the consummation of such Change of Control or assignment