definiens: shall mean any issued and unexpired patent not within the PATENT RIGHTS the claims of which cover a LICENSED PRODUCT or any method, process or procedure within the PATENT RIGHTS and, but for rights and license granted by the party that owns or controls such patent, would be infringed by the manufacture, use or sale of such LICENSED PRODUCT or the practice of any method, process or procedure within the PATENT RIGHTS . However, by reason of this Paragraph 7.3, the royalty payable to BOARD under Para - graph 5.4(a ) and/or paragraph 5.5(a ) shall not be reduced to less thanfone percent ( III of NET SALES attributed to SALES of LICENSED PRODUCTS by LICENSEE and/or SUBSIDIARIES, and the royalty payable to BOARD under Paragraph 5.4(b ) and or Para­graph 5.5(b ) shall not be reduced to less than one ha 0 one • a r1 u e 0 SALE of LICENSED PR -~D ~ U ~ C ~ T ~ S ~ b ~ y ~ s - u ~ b~1~1 - censees of either LICENSEE or a SUBSIDIARY . The reduction in royalty pursuant to this Paragraph 7.3 shall be made prior to calculating any adjustment under Paragraph 5.7 . In the event that LICENSEE, SUBSIDIARIES or a sublicensee of either LICENSEE or a SUBSIDIARY receives a claim from a third party alleging an infringement for which LICENSEE would be entitled to deduct royalties under this paragraph 7.3, LICENSEE shall have the right to withholdlseventy - f1ve percent ( 75%D of the royalties payable to BOARD hereunder and apply such amoun!s against LICENSEE 's and such sublicensee 's out - of - pocket expenses incurred in defending such claim . Any withheld amounts that are not so used shall promptly be reimbursed to BOARD after the resolution of such claim