definiens: means any direct or indirect dispute or challenge, or any knowing, willful, or reckless assistance in the dispute or challenge, of the validity, patentability, scope, priority, construction, non -infringement, inventorship, ownership or e nforceability of any Patent Right or any claim thereof, or opposition or assistance in the opposition of the grant of any letters patent within the Patent Rights, in any legal or administrative proceedings, including in a court of law, before the United St ates Patent and Trademark Office or other agency or tribunal in any jurisdiction, or in arbitration including, without limitation, by reexamination, inter partes review, opposition, interference, post -grant review, nullity proceeding, preissuance submissio n, third party submission, derivation proceeding or declaratory judgment action ; provided, however, that the term Patent Challenge shall not include ( i ) Company or its Affiliates being an essential party in any patent interference proceeding before the United States 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 by the licensor of such patent rights as a real party in interest in such an interference, so long as Company either abstains from participation in, or acts in good faith to settle, the interference . For clarity, a Patent Challenge shall not include arguments made by Com pany that ( a ) distinguish the inventions claimed in patents or patent applications owned or controlled by Company ( ) from those claimed in the Patent Rights but ( b ) do not disparage the Patent Rights or raise any issue of Patent Rights ’ co mpliance with or sufficiency under applicable patent laws, regulations or administrative rules, in each case ( i ) in the ordinary course of ex parte prosecution of the Company Patents or ( ii ) in inter partes proceedings before the United States Patent and Trademark Office or other agency or tribunal in any jurisdiction ( excluding interferences or derivation proceedings ), or in arbitration, wherein the Company Patents have been challenged