definiens: means all Patent Rights and Know - How that are ( a ) Controlled by Miragen or its Affiliates ( subject to Section 15.2 ) as of the Effective Date or during the Term and ( b ) reasonably necessary or useful for the development, manufactur e, use, importation and/or sale of Licensed Oligos and/or Licensed Products in the Field . Miragen Therapeutic IP shall include Miragen ’s rights to Joint IP that satisfies but, notwithstanding the foregoing, shall ex clude ( i ) all Patent Rights and Know - How that satis fy and and arose from Unsponsored Work performed by Miragen unless and until [COMPANY] reimburses Mir agen for such work in accordance with Section 5.4(c ) and ( ii ) all Patent Rights and Know - How licensed to Mi ragen or its Affiliate pursuant to a license agreement enter ed into after the Effective Date that is not an Add itional Third Party Therapeutic License