definiens: means all Know - How and Patent Rights that are Controlled by Sangamo or its Affiliates as of the E ffective Date or during the Term, including Sangamo ’s interest in Joint Inventions and Joint Patents, that are nec essary or useful for the development, manufacture, use, sale, offer for sale, importation or commercialization of Compa nion Diagnostic Assays in the Field in the Territor y ; provided, however, that ( a ) for purposes of this definition, shall exclude any Third Party that bec omes an Affiliate of Sangamo after the Effective Date as a result of a Change of Control of Sangamo ; ( b ) Licen sed Companion Diagnostic Technology shall exclude all K now - How and Patent Rights licensed to Sangamo pursu ant to [ * ], ( c ) Licensed Companion Diagnostic Technolog y shall exclude all Excluded Upstream IP pursuant t o Section 2.6, and ( d ) Licensed Companion Diagnostic Technolo gy shall exclude all Know - How and Patent Rights lic ensed to Sangamo pursuant to the [ * ]