definiens: means, with respect to a particular country, ( a ) a claim of an issued and unexpired patentright included within the Licensed Patent Rights that ( i ) has not been held permanently revoked, unenforceable orinvalid by a decision of a court or other governmental authority of competent jurisdiction, which decision isunappealed or unappealable within the time allowed for appeal, and ( ii ) has not been cancelled, withdrawn, abandoned, disclaimed or admitted to be invalid or unenforceable through reissue, disclaimer or otherwise ; or(b ) a bona fide claim of a pending patent application included within the Licensed Patent Rights that has not been(i ) cancelled, withdrawn or abandoned without being refiled in another application in the applicable jurisdiction or(ii ) finally rejected by an administrative agency action from which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 or that has not beenappealed within the time allowed for appeal, provided that any claim in any patent application pending for morethan seven ( 7 ) years from the earliest date on which such patent application claims priority shall not beconsidered a Valid Claim for purposes of the Agreement from and after such seven ( 7 ) year date unless and untila patent containing such claim issues from such patent application and solely if such patent issues while anotherValid Claim covers the relevant Licensed Product in the relevant country . Anything contained in this Agreementto the contrary notwithstanding, a claim within an issued and unexpired patent within the Licensed Patent Rightsshall remain a Valid Claim for all purposes under this Agreement, notwithstanding a determination that such claimis unenforceable pursuant to the operation of the BPCIA, if such determination is exclusively caused by orresults solely from any act or omission by CytomX ( or any of its Affiliates or Sublicensee ) determined to havebeen made negligently or in bad faith in the performance of CytomX ’s obligations under Section 5.5.3 hereof thatresults in actual prejudice to [COMPANY] ’s ability to preserve its rights in the Licensed Patent Rights andeliminate the infringement threatened by the Applicant ( excluding any acts or omissions undertaken pursuant tothe specific written instruction of [COMPANY] )