definiens: means a claim within the Patent Rights ( including any re - issued and unexpired patents)which, but for the license hereof, would be infringed by the manufacture, use, sale, offer for sale, exportation orimportation of any Earnout Product by Purchaser and which also ( a ) has not been cancelled, withdrawn, abandoned orrejected by any administrative agency or other body of competent jurisdiction, and ( b ) has not been revoked, heldinvalid or declared unpatentable or unenforceable in a decision of a court or other body of competent jurisdiction thatis unappealable or unappealed within the time allowed for appeal, and ( c ) has not been rendered unenforceable throughdisclaimer or otherwise, and ( d ) has not been disclaimed or otherwise dedicated to the public by [COMPANY], and ( e ) is notlost through an interference proceeding and any appeals therefrom