definiens: means ( a ) any claim in any issued patent included in the POL Patent Rights which would be infringed but for the license granted under Section 2.01 and which claim has not been disclaimed or held unenforceable or invalid by a govemmentalagency, or court of competent jurisdiction from which no appeal has been taken within the time period pezmitted for filing an appeal or may be taken ; and ( b ) any pending claims under POL Patent Rights which, if granted, would be infringed bue for the license granted under Section 2.01 and which pending claim would bea Valid Claim if the pending claim were treated as granted, provided that examination has been timely requested for such pending claims and they are otherwise being diligently prosecuted in an effort to have them allowed and granted in an issued patent 2 . LICENSE 2.01 License Grant . Subject to the tenns and conditions of this Agreement, POLhc!:['eby grants and TANOXhereby accepl5 a worldwide nonexclusive license under the POL Patent Rights, including the right to grant sublicenses in accordance with Section 2.oi to make, import, have made, use, offer to sell or sell Licensed Products