definiens: means either ( a ) a claim of an issued and unexpired patent which has not been held permanently revoked, unenforceable or invalid by a decision of a court or other governmental agen cy of competent jurisdiction, unappealable or unappealed within the time allowed for appeal and that is not admitted to be invalid or unenforceable through reissue, discla imer or otherwise, or ( b ) a claim of a pending pate nt application that has not been abandoned or finally rejected wit hout the possibility of appeal or refiling, provided, however, that ( x ) Valid Claim shall exclude any such pending claim that has not been granted within seven ( 7 ) y ears following the earliest priority filing date for suc h claim ( unless and until such claim is granted ) an d ( y ) Valid Claim shall exclude any such pending claim that does not have a reasonable bona fide basis for patentability ( such reasonable bona fide basis to be determined by outside counsel selected by the parties in the event that the parties disagree as to whether there is a reasonable bona fide basis for patentability for such a claim )