definiens: means ( i ) any claim of an issued and unexpired patent within the CAT Licensed Patents which has not been held unenforceable or invalid by a court or other governmental agency of competent jurisdiction in a decision that is not appealed or can not be appealed, and which has not been disclaimed or admitted to be invalid or unenforceable through reissue or otherwise, or ( ii ) a pending claim in a pending patent application within the CAT Licensed Patents . Notwithstanding the foregoing clause ( ii ), in the event that a pending claim in a pending patent application does not issue as a valid and enforceable claim in an issued patent within il : Y:~{S)years tafter the earliest date from which such patent application claims priority, such a pending claim will not be a Valid Claim, unless and until such pending claim subsequently issues as a valid and enforceable claim in an issued patent, in which case such claim will be reinstated and be deemed to be a Valid Claim as of the date of issuance of such patent . J 2 . GRANT OF LICENSES 2.1 License . Subject to the terms and conditions of this Agreement, CAT hereby grants to Licensee a nonexclusive, worldwide, royalty - bearing license under the CAT Licensed Patents and the CAT Background Know - How to Exploit Licensed Products in the Field . Subject to the terms and conditions of this Agreement, Licensee may grant and authorize the grant of further sublicenses under the foregoing license to any of its Affiliates or to a Third Party ; provided, however, that any such sublicense will be consistent with the terms and conditions of this Agreement, and will impose on the sublicensee the obligations of Licensee and grant CAT the rights contained in Sections 5.5, 7, 8.3 and 9.1 of this Agreement . Licensee will provide CAT with the identity of each Third Party licensee of Licensee that receives a sublicense of the rights under this Section 2.1 within thirty ( 30 ) days of execution of the applicable agreement