definiens: , further defined below ), whic h at the time of filing listed [ * * ] as the inventor s, developed under the RESEARCH AGREEMENT ; WHEREAS, COMPANY desires to obtain an exclusive lic ense to M.I.T. ’s interest in the JOINT PATENT RIGHTS ; WHEREAS, COMPANY and M.I.T. desire to amend the Agr eement to add the JOINT PATENT RIGHTS to the PATENT RIGHTS included within the Agreement ; NOW, THEREFORE, in consideration of the premises an d mutual covenants contained herein, the parties hereby agree to modify the Agreement as follows : 1 . Section 1.19 of the Agreement shall be deleted i n its entirety and replaced with : 1.19 shall mean a challenge to t he validity, patentability, enforceability and/or non - infringement of any of the M.I.T. PATENT RIGHTS ( as defined below ) or otherwise opposing any of th e M.I.T. PATENT RIGHTS during the TERM . For clarity, during prosecution of the JOINT PATENT RIGHTS by COMPANY, COMPANY shall not submits statements re garding the M.I.T. PATENT RIGHTS that distinguish the JOINT PATENT RIGHTS from the M.I.T