definiens: as used herein in either singular or plural shaU mean any unexpired issued claim or pending claim prosecuted in good faith of any PATENT RIGHTS that has not been ( i ) finally rejected, ( ii ) declared invalid or unenforceable by a patent office or court of competent jurisdiction in any Wlappealed and unappealable decision or ( iii ) admitted to be invalid or unenforceable through reissue or disclaimer or otherwise by the holder thereof ARTICLE 2 LICENSE GRANT 2.1 Grant . Subject to the terms and conditions of this Agreement, LICENSORS hereby grant to CO : MP ANY ( i ) an EXCLUSIVE LICENSE to develop, make, have made, use, import, offer for sale and sell the LICENSED PRODUCT(S ) and DEVELOPED PRODUCT(S ), and to provide the LICENSED SERVICE(S ) under the PATENT RIGHTS in the LICENSED FIELD ; and ( ii ) a non exclusive license to use KNOW HOW for COl\1P ANY 'S internal research purposes only to develop and manufacture LICENSED PRODUCT(S ), LICENSEND SERVICE(S ) and DEVELOPED PRODUCT(S ) in the LICENSED FIELD . These Grants shall apply to the COMPANY and any AFFILIAlED COMPANY . If any AFFILIATED COMPANY exercises rights under this Agreement, such AFFILIA TED COMPANY shall be bound by all terms and royalty payments, which shall apply to the exercise of the rights, to the same extent as would apply had this Agreement been directly between LICENSORS and the AFFILIATED COMPANY . In addition, COMPANY shall remain fully liable to LICENSORS for all acts and obligations of AFFILIATED C01vJP ANY such that acts of the AFFILIATED CO : MP ANY shall be considered acts of the COMPANY