definiens: means, for a country, a claim of an unexpired issued Patent or a pending Patent Application filed and kept pending in good faith, where either or both ( a ) such Patent or Patent Application is included in either the Patents or Patent Applications licensed to [COMPANY] under this Agreement, or ( b ) such claim directed to an Invention made solely or jointly by [COMPANY] ( whether or not assigned to [COMPANY] pursuant to Article 11 ) that in the absence of ownership thereof or a license thereto, would be infringed by the Exploitation of the Product and that has not been ( i ) cancelled with prejudice, ( ii ) withdrawn from consideration without the ability to submit or refile, ( iii ) finally determined to be unallowable by the applicable governrnental authority ( and from which no appeal is or can be taken ), ( iv ) finally determined to be invalid or unenforceable by a court of competent jurisdiction, ( v ) disclaimed, or ( vi ) abandoned . For purposes hereof, a claim in a Patent Application that has not been granted before the later to occur of ( A ) the date that is seven ( 7 ) years after its earliest effective priority date in a given country *, or ( B ) the date of Commercial Launch in such country *, shall not be considered to be a Valid Claim unless and until it is granted