definiens: means either ( a ) a claim of an issued and unexpired patent which has not been held permanentlyrevoked, unenforceable or invalid by a decision of a court or other governmental agency of competent jurisdiction, unappealable or unappealed within the time allowed for appeal and that is not admitted to be invalid or unenforceablethrough reissue, disclaimer or otherwise ( i.e., only to the extent the subject matter is disclaimed or is sought to bedeleted or amended through reissue ), or ( b ) a claim of a pending patent application that has not been abandoned, finally rejected or expired without the possibility of appeal or refiling, provided however, that ( x ) Valid Claim willexclude any such pending claim in an application that has not been granted within [ * * * ] following [ * * * ] for suchapplication ( unless and until such claim is granted ) and ( y ) Valid Claim will exclude any such pending claim that doesnot have a reasonable bona fide basis for patentability ( such reasonable bona fide basis to be determined by outside 60 counsel selected by the parties the event that the parties disagree as to whether there is a reasonable bona fide basisfor patentability for such a claim )