definiens: means any direct or indirect dispute or challenge, orany knowing, willful, or reckless assistance in the dispute or challenge, of the validity, patentability, scope, priority, construction, non - infringement, inventorship, ownership orenforceability of any Patent Right or any claim thereof, or opposition or assistance in theopposition of the grant of any letters patent within the Patent Rights, in any legal oradministrative proceedings, including in a court of law, before the United States Patentand Trademark Office or other agency or tribunal in any jurisdiction, or in arbitrationincluding, without limitation, by reexamination, inter partes review, opposition, interference, post - grant review, nullity proceeding, preissuance submission, third partysubmission, derivation proceeding or declaratory judgment action ; provided, however, that the term Patent Challenge shall not include ( i ) Company or its Affiliates being anessential party in any patent interference proceeding before the United States Patentand Trademark Office, which interference Company or its Affiliates acts in good faith totry to settle, or ( ii ) Company, due to its status as an exclusive licensee of patent rightsother than the Patent Rights, being named by the licensor of such patent rights as a realparty in interest in such an interference, so long as Company either abstains fromparticipation in, or acts in good faith to settle, the interference . For clarity, a PatentChallenge shall not include arguments made by Company that ( a ) distinguish theinventions claimed in patents or patent applications owned or controlled by Company ( ) from those claimed in the Patent Rights but ( b ) do not disparagethe Patent Rights or raise any issue of Patent Rights ’ compliance with or sufficiencyunder applicable patent laws, regulations or administrative rules, in each case ( i ) in theordinary course of ex parte prosecution of the Company Patents or ( ii ) in inter partesproceedings before the United States Patent and Trademark Office or other agency ortribunal in any jurisdiction ( excluding interferences or derivation proceedings ), or inarbitration, wherein the Company Patents have been challenged