definiens: shall mean either ( i ) a claim of an issued and unexpired patent within ( A ) [COMPANY] Patent Rights, excluding any claim within the [COMPANY] Program Patent Rights, [COMPANY] Other Invention Patent Rights or Joint Patent Rights Covering a Product where such [COMPANY] Program Patent Right(s ), [COMPANY] Other Invention Patent Right(s ) or Joint Patent Right(s ) has a later priority date than any Royalty Product Patent Right Covering such Product ; ( B ) Patent Rights within LNP Technology Controlled by [COMPANY] and licensed by [COMPANY] to [COMPANY] under or in connection with this Agreement ; or ( C ) Royalty Product Patent Rights, and, in each case of ( A ), ( B ) and ( C ), whi ch has not been revoked or held permanently unenforceable, unpatentable or invalid by a decision of a court or other governmental agency of competent jurisdiction, unappealable or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 which has not been found or admitted to be abandoned, disclaimed, denied, invalid or unenforceable through re -examination, reissue or disclaimer or otherwise ; or ( ii ) a claim of a pending patent application within the [COMPANY] Patent Rights, ( excluding any claim within the [COMPANY] Program Patent Rights, [COMPANY] Other Invention Patent Rights or Joint Patent Rights Covering a Product where such [COMPANY] Program Patent Right(s ), [COMPANY] Other Invention Patent Rights or Joint Patent Right(s ) has a later priority date than any Royalty Pro duct Patent Right Covering such Product ), Patent Rights within LNP Technology Controlled by [COMPANY] and licensed by [COMPANY] to [COMPANY] under or in connection with this Agreement, or Royalty Product Patent Rights, which claim has not been cancelled, withdraw n, abandoned or finally disallowed, and which claim has been prosecuted in good faith and not been pending for more than [ * * * * * ] from the date of its earliest priority date . For avoidance of doubt, the term shall not include any claim of Thir d Party IP that has been deemed part of [COMPANY] Technology pursuant to Section 2.8