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 Patent Right or any claim thereof, or opposition orassistance in the opposition of the grant of any letters patent within the Patent Rights, 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 ) Company or its Affiliates being an essential party in any patent interference proceeding before the UnitedStates Patent and Trademark Office, which interference Company or its Affiliates acts in good faith to try to settle, or(ii ) Company, due to its status as an exclusive licensee of patent rights other than the Patent Rights, being named bythe licensor of such patent rights as a real party in interest in such an interference, so long as Company eitherabstains from participation in, or acts in good faith to settle, the interference . For clarity, a Patent Challenge shall notinclude arguments made by Company that ( a ) distinguish the inventions claimed in patents or patent applicationsowned or controlled by Company ( ) from those claimed in the Patent Rights but ( b ) do notdisparage the Patent Rights or raise any issue of Patent Rights ’ compliance with or sufficiency under applicablepatent laws, regulations or administrative rules, in each case ( i ) in the ordinary course of ex parte prosecution of theCompany Patents or ( ii ) in inter partes proceedings before the United States Patent and Trademark Office or otheragency or tribunal in any jurisdiction ( excluding interferences or derivation proceedings ), or in arbitration, wherein theCompany Patents have been challenged