definiens: means any direct or indirect dispute or challenge, or any knowing or willful assistance in the dispute or challenge, of the vali dity, patentability, scope, priority, construction, non - infringement, inventorship, ownership or enforceabi lity of any Licensed Patent Right or any claim ther eof, or opposition or assistance in the opposition of the g rant of any letters patent within the Licensed Pate nt Rights, in any legal or administrative proceedings, including in a court of law, before the United States 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 revie w, nullity proceeding, preissuance submission, third party submission, der ivation proceeding or declaratory judgment action ; provided, however, that the term Patent Challenge shall not i nclude Company or its Affiliates being named as an essential party or real party in interest in any patent inter ference proceeding before the United States Patent and Trademark Office, so long as Company either abstain s from participation in, or acts in good faith to s ettle, the interference . For clarity, a Patent Challenge shall not include arguments made by Company that ( a ) dis tinguish the inventions claimed in Company Patent Rights fro m those claimed in the Licensed Patent Rights and ( b ) do not disparage the Licensed Patent Rights or raise a ny issue of Licensed Patent Rights ’ compliance with or sufficiency under applicable patent laws, regulatio ns or administrative rules, in each case, ( i ) in th e ordinary course of ex parte prosecution of the Company Patent Rights or ( ii ) i n inter partes proceedings before the United States Patent and Trademark Office or other agency or tribunal in any jurisdiction ( excluding interfer ences or derivation proceedings ), or in arbitration, wherein the Company Patent Rights have been challenged . Fo r further clarity, satisfaction of any requirement to submit information or materials to the United States Paten t Office under 37 CFR 1.56, or similar requirement in a fore ign jurisdiction, shall not constitute a Patent Cha llenge under this section