definiens: shall mean either ( a ) a claim of an issued and unexpired patent included within theSurModics Patent Rights or [COMPANY] Research Patent Rights, which has not been held permanently revoked, unenforceable or invalid by a decision of a court or other governmental agency of competent jurisdiction, unappealableor unappealed within the time allowed for appeal, and which has not been admitted to be invalid or unenforceablethrough reissue or disclaimer or otherwise, or ( b ) a claim of a pending patent application included within the SurModicsPatent Rights or [COMPANY] Research Patent Rights, which claim was filed in good faith and has not been abandonedor finally disallowed without the possibility of appeal or refiling of such application ; provided, however, that if suchpending claim has not issued as a claim or an issued patent within the [COMPANY] Patent Rights within * * years afterthe filing date from which such patent application takes priority, such pending claims shall not be a Valid Claim forpurposes of this Agreement