definiens: means all Know - How and Patent Rights that are Controlled by Sangamo or its Affiliates as of the Effective Date or during the Term, including, for avoidance of doubt, Sangamo ’s interest in Joint Technology, that are necessary or useful for the Development, Manufacture, use, sale, offer for sale, importation or Commercialization of Products in the Field in the Territory ; provided, however, that for purposes of this definition : ( a ) th e Know - How and Patent Rights owned or Controlled by any Third Party that becomes an Affiliate of Sangamo after the Effective Date as a result of a Change of Control of Sangamo shall not be included in the Licensed Technology unless Sangamo or its Affiliates use or develop such Know - How or Patent Rights in the performance of their activities under the Agreement ; and ( b ) no twithstanding the foregoing, Licensed Technology shall not include : ( i)Excluded Upstream IP pursuant to Section 2.5(a ) ; ( ii)Know - How and Patent Rights Controlled by Sangamo pursuant to [ * ] ; ( iii)Know - How and Patent Rights related to [ * ], including but not limited to [ * ] ; ( iv)Know - How and Patent Rights related to [ * ] ; and ( v)Know - How and Patent Rights related to [ * ], including but not limited to [ * ] Know - How and Patent Rights Controlled by Sangamo pursuant to ( 1 ) [ * ] and ( 2 ) [ * ]