definiens: means, as applicable, an enumerated claim in:(i ) any unexpired and issued patent included within the Transferred Patent Rights, as well as any patent filedby or on behalf of Buyer or the Company after the Closing which claims priority to, or shares a common prioritydate with, any such patent within the Transferred Patent Rights, in each case to the extent that such patentshave not been disclaimed, canceled, revoked or held invalid, unenforceable, or otherwise unpatentable, by a finalnon - appealable decision of a court of competent jurisdiction or other Governmental Authority ; or(ii ) any pending patent application for any applicable country : ( A ) that is on file with the applicable patentoffice and has shown evidence of reasonably consistent activity to advance to issuance of a patent, ( B ) whichapplication has been on file with the applicable patent office for no more than five years from the earliest date towhich the patent application claims its earliest priority, provided that the period shall extend to seven years fromthe earliest date to which the patent application claims its earliest priority for any application with the patent officein Japan, and ( C ) which is either included within the Transferred Patent Rights or was filed by or on behalf ofBuyer or any of its Affiliates ( including the Company ) after Closing, but claims priority to, or shares a commonpriority date with, any patent or patent application included within the Transferred Patent Rights;provided, however, that a Valid Claim shall not include any claim from a patent or patent application owned orcontrolled by, or licensed to, Buyer or its Affiliates immediately prior to Closing, or a patent or patent application thatclaims priority from any such patent or patent application