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 the 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 Companion Diagnostic Assays 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 Companion Diagnostic 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 Companion Diagnostic 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 [ * ] and [ * ] ; ( iii)Know - How and Patent Rights related to [ * ], including but not limited to [ * ] ; 8 [ * ] = Certain confidential information contained in this document, marked by brackets, has been omit ted and filed separately with the Securities and Exchange C ommission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended