definiens: means, with respect to a particular country, ( a ) a claimof an issued and unexpired patent right included within the Licensed Patent Rights that ( i)has not been held permanently revoked, unenforceable or invalid by a decision of a courtor other governmental authority of competent jurisdiction, which decision is unappealedor unappealable within the time allowed for appeal, and ( ii ) has not been cancelled, withdrawn, abandoned, disclaimed or admitted to be invalid or unenforceable throughreissue, disclaimer or otherwise ; or ( b ) a bona fide claim of a pending patent applicationincluded within the Licensed Patent Rights that has not been ( i ) cancelled, withdrawn orabandoned without being refiled in another application in the applicable jurisdiction or ( ii)finally rejected by an administrative agency action from which no appeal can be taken orthat has not been appealed within the time allowed for appeal, provided that any claim inany patent application pending for more than seven ( 7 ) years from the earliest date onwhich such patent application claims priority shall not be considered a Valid Claim forpurposes of the Agreement from and after such seven ( 7 ) year date unless and until apatent containing such claim issues from such patent application and solely if such patentissues while another Valid Claim covers the relevant Licensed Product in the relevantcountry . Anything contained in this Agreement to the contrary notwithstanding, a claimwithin an issued and unexpired patent within the Licensed Patent Rights shall remain aValid Claim for all purposes under this Agreement, notwithstanding a determination thatsuch claim is unenforceable pursuant to the operation of the BPCIA, if such determinationis exclusively caused by or results solely from any act or omission by CytomX ( or any ofits Affiliates or Sublicensee ) determined to have been made negligently or in bad faith inthe performance of CytomX ’s obligations under Section 5.5.3 hereof that results in actualprejudice to [COMPANY] ’s ability to preserve its rights in the Licensed Patent Rights andeliminate the infringement threatened by the Applicant ( excluding any acts or omissionsundertaken pursuant to the specific written instruction of [COMPANY] )