definiens: means any direct or indirect dispute or challenge, or any knowing, willful, orreckless assistance in the dispute or challenge, of the validity, patentability, scope, priority, construction, non - infringement, inventorship, ownership or enforceability of any Editas Patents or any claim thereof, or opposition orassistance in the opposition of the grant of any letters patent within the Editas Patents, in any legal or administrativeproceedings, including in a court of law, before the United States Patent and Trademark Office or other agency ortribunal in any jurisdiction, or in arbitration including, without limitation, by reexamination, inter partes review, opposition, interference, post - grant review, nullity proceeding, preissuance submission, third party submission, derivation proceeding or declaratory judgment action ; provided, however, that the term Patent Challenge shall notinclude ( i ) Juno or its Affiliates being an essential party in any patent interference proceeding before the United StatesPatent and Trademark Office, which interference Juno or its Affiliates acts in good faith to try to settle, or ( ii ) Juno, due to its status as an exclusive licensee of patent rights other than the Editas Patents, being named by the licensorof such patent rights as a real party in interest in such an interference, so long as Juno either abstains fromparticipation in, or acts in good faith to settle, the interference . For clarity, a Patent Challenge shall not includearguments made by Juno that ( a ) distinguish the inventions claimed in patents or patent applications owned orcontrolled by Juno ( ) from those claimed in the Editas Patents but ( b ) do not disparage the EditasPatents or raise any issue of Editas Patents ’ compliance with or sufficiency under applicable patent laws, regulationsor administrative rules, in each case ( i ) in the ordinary course of ex parte prosecution of the Juno Patents or ( ii ) ininter partes proceedings before the United States Patent and Trademark Office or other agency or tribunal in anyjurisdiction ( excluding interferences or derivation proceedings ), or in arbitration, wherein the Juno Patents have beenchallenged