definiens: means : 1.24.1 on a country - by - country basis, any prod uct, the making, using, selling, offering for sale, or importing of which product in the country in question would ( without the license granted unde r this Agreement ) infringe at least one pending Valid Clai m ( were it to have issued ) or issued Valid Claim of the Licensed Patents in that country ; 1.24.2 on a country - by - country basis, any serv ice, process or method, the performing or providing of which process or method in the country in question would ( without the license granted und er the Agreement ) infringe at least one pending Valid Clai m ( were it to have issued ) or issued Valid Claim of the Licensed Patents in that country ; and Exclusive License Agreement Wistar Reference No . LIC15 -35 Wistar / [COMPANY] Page 3 of 31 1.24.3 any product or process that is not cove red by the foregoing clauses ( i ) or ( ii ), but that incorporates or is made, identified, developed, opt imized, characterized, selected, derived or determi ned to have utility, in whole or in part, by the use or modific ation of ( a ) any Licensed Patent or any technology or invention covered thereby, ( b ) any Technical Information or ( d ) any Licensed Product covered by the foregoing cl auses ( i ) or ( ii )