definiens: means an issued claim of an unexpired Licensed Patent, or a claim of a pending Licensed Patent application, that covers(i ) the composition of matter of a Licensed Product or ( ii ) a method of use of a Licensed Product that is approved by a Regulatory Authority inthe country in which such Valid Claim exists, in the country of sale of such Licensed Product, in either case that shall not have been lapsed, abandoned, withdrawn, opposed, canceled or disclaimed, or held invalid or unenforceable by a court or patent office or similar regulatoryauthority of competent jurisdiction in an unappealed or unappealable decision, and which has not been admitted to be invalid or unenforceablethrough reissue, disclaimer or otherwise ; provided, however, that a claim of a pending Licensed Patent application that has been pending formore than five ( 5 ) years from the earliest priority date to which such claim is entitled shall not be considered to be a Valid Claim for purposesof this Agreement