definiens: means ( a ) any claim in any issue d and unexpired patent within the Licensed Patent Rights that has not been disclaimed, revoked or held invalid or unenforceable by a decision of a court or other governmental authority of competent jurisdict ion from which no appeal can be taken, or with resp ect to which an appeal is not taken within the time allowe d for appeal, and that has not been disclaimed or a dmitted to be invalid or unenforceable through reissue, discla imer or otherwise ; or ( b ) any claim of the Licensed Patent Rights in ( a ) that has not been finally abandoned o r finally rejected and which has been pending for n o more than [ * * ] years from the date of filing of the earlier p riority patent application . 3 . REPRESENTATIONS AND WARRANTIES Each party hereby represents and warrants to the ot her party as follows : 3.1.Corporate Existence