definiens: means a claim of ( i ) an issued patent within the Company IP Rights that has not expired or been revoked, held invalid or unenforceable by a court or other governmental agency of competent jurisdiction in a final and non - appealable judgment ( or judgment from which no appeal was taken within the allowable time period ) and to the extent thesame has not been admitted to be invalid or unenforceable, through reissue, re - examination, or terminal disclaimer or ( ii ) apatent application within the Company IP Rights that is directed to subject matter that has been pending less than [ * ] from theearliest priority date for such claim and for which there is a good faith argument for patentability, and which has not beenwithdrawn or abandoned . For purposes of this definition only, Patent Rights owned or exclusively licensed to the Companywhich come into existence after the Closing Date claiming ( A ) an invention to which the Company had ownership rights at theEffective Time as demonstrated by invention disclosures or other written records, or ( B ) that claim priority to the Company IPRights existing as of the Closing Date, shall be deemed included within the Company IP Rights