definiens: means a claim contained in ( i ) an Issued and unexpired patent which has not been heldunenforceable, unpatentable or invalid by a decision of a court or other governmental agency ofcompetent jurisdiction, unappealable or unappealed within the time allowed for appeal, and which hasnot been admitted to be invalid or unenforceable through abandonment, reissue, disclaimer orotherwise, or ( ii ) a patent application that has been pending for less than seven ( 7 ) years from June 27,2014 . If a claim within a patent application that ceased to be a Valid Claim under clause ( ii ) of thepreceding sentenced ultimately issued, it will again be considered a Valid Claim effective as of theissuance of such patent . ” ( f)Amendment of Section 2.01 . The first sentence is deleted and replaced in its entirety with:“Dartmouth hereby grants to Company and its Subsidiaries an exclusive, royalty - bearing license underthe Dartmouth Know - How and Dartmouth Patent Rights to make, have made, use, offer for sale, sell, import and commercialize Licensed Products and Platform Products in the Field in the Territory . ” ( g)Amendment of Section 5.01 . Section 5.01 is hereby amended and restated in its entirety as follows:“Section 5.01 Payments . For the rights and privileges granted under this license, Company or itsSubsidiaries ( whichever entity receives the Net Sales or Sublicense Income ) shall pay to Dartmouth:(a ) a 2 % earned royalty on the value of Net Sales of all Licensed Products within each ProductGroup by Company and its Subsidiaries, as determined on a Product Group - by - Product Group basis