definiens: means all Patent Rights and Know - How that are ( a ) Controlled by Miragen or its Affiliates ( subjec t to Section 15.2 ) as of the Effective Date or duri ng the Term and ( b ) reasonably necessary or useful for the deve lopment, manufacture, importation or sale of a Comp anion Diagnostic or its use . Miragen Companion Diagnostic IP shall include Miragen ’s rights to any Joint IP that satisfies but, notwithstanding the foregoing, shall exclude ( i ) all Patent Rights and Know - How that satisfy and and arose from Unsponsored Work per formed by Miragen unless and until [COMPANY] reimburs es Miragen for such work in accordance with Section 5 . 4(c ) and ( ii ) all Patent Rights and Know - How licens ed to Miragen or its Affiliate pursuant to a license agre ement entered into after the Effective Date that is not an Additional Third Party Companion Diagnostic License