definiens: means all Patent Rights and Know - How that are ( a ) Controlled by [COMPANY] or its Affiliates as of the Effective Date or during the Term and ( b ) reasonably necessary or useful for the development, manufacture, use, importation or sale of Licensed Oligos or Licensed Products . [COMPANY] Therapeutic IP shall include [COMPANY] ’s rights to Jo int IP that satisfies but, notwithstanding t he foregoing, shall exclude ( i ) all Patent Rights and Know - How th at satisfy and and arose from Unsponsor ed Work performed by [COMPANY] unless and until Miragen reimb urses [COMPANY] for such work in accordance with Section 5.4(c ) and ( ii ) all Patent Rights and Know- How licensed to [COMPANY] or its Affiliate pursuant t o a license agreement entered into after the Effective Date tha t is not an Additional Third Party Therapeutic Lice nse