definiens: , as used herein, means Penn Intellectual Property that is by Sponsor and either ( a ) covered by a Valid Claim of the Back ground Pate nts or ( b ) whose manufacture, use, sale or import would, absent the License Agree ment, constitute an infringement, inducement of infringement or contributory infringement of any Valid Claim ., means a claim of ( x ) an issued and unexpired paten t in Background Patents which claim has not been re voked or held unenforceable or invalid by a decision of a court or governmental agency of competent jurisdiction from which no further appeal can be ta ken or has been taken within the time allowed for appe al, and has not been abandoned, disclaimed, denied or admitted to be invalid or unenforceable through reissue or disclaimer ; or ( y ) a pending patent application that is included in Background Patents which was filed and is being prosecuted in good faith, a nd has not been abandoned or finally disallowed without the possibi lity of appeal or re - filing of the application