definiens: means Patent Rights . ImproveH1ents and Know - howValid Claim " means an issued claim of any unexpired patent included in Patent Rights, which patent has riot been held unenforceable, unpatentabie or invalid by a decision of a court of a governmental body of competent jurisdiction, unappealahle Or uanppealed within the time allowed for appeal, which has not been rendered . unentorceable through disclaimer or otherwise, and which has .not been lost through an interfefence proceeding or abandoned, ARTICLE 2 • GRAN r 2.1 The Licensor hereby EcXants wihe Cumpany and the Company accepts, subject to the t\)11TIS and conditions of this Agreement, an exclusive worldwide license all fieids of use to utilize the Technology, and to make, have made, liSC, have used, leas\ ), imp()tl, offer to sen, sen, and/or have sold the Licellsed Products, to the full end of the term for which Rights are granted, unless 5000(;,'1 ' tenninated as provided, Company may, ti,,,, to be bound by this to the same extenl as Company, 2.2 To best of Licensor 's ktl<.rwlooge and behef aad due inquiry, the UccIlsclrhas all right, and interest : n to the Rights, inclUding absolute, irrevoeabJe right, title interest of encumbnmces or other restrictions or limitations any kind and to best of Licensor 's knowledge and o:::~~~, upon due there d.fCnO U<::eJ1scs, options, of p disputes, roYalty p:~:~e~;I;:1 ~ igO~:r;ed~;:2',"~;S .. SIiAlliOU 10, affect;:og, Dr limilil1;g or the rights of under or aU of the Patent and lJSC ; 1,, > contt;mpltttod III 2.3 To the best of Licensor 's kllowledge .md " belief a.nu upon due inquiry, there is no c.lllirll, pending Of threatened, of infi : ingcmcllt, interference or invalidityregardin.g . any pll.l1 or aJI of the Patent Rights and mcjr use as con~ ' crnp laled in the und .erl)iJlgpa1 t ~nt - applica rions a. presen11y drafted . The validity or enforceability of any of ~ l.e PIlleIl ! Rigl1tsor Technology has not been questioned in any litigation •. governruental : inquiry 0.1 : proceeding to which the . Licensor is a party and, to the knowledge of the Licensor, not such litigation, governmental inquiry or proceeding is, threatt1 : nCld