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, ownershipor enforceability of any Editas Patents or any claim thereof, or opposition orassistance in the opposition of the grant of any letters patent within the EditasPatents, in any legal or administrative proceedings, including in a court of law, beforethe United States Patent and Trademark Office or other agency or tribunal11 in any jurisdiction, or in arbitration including, without limitation, by reexamination, interpartes review, opposition, interference, post - grant review, nullity proceeding, preissuance submission, third party submission, derivation proceeding or declaratoryjudgment action ; provided, however, that the term Patent Challenge shall not include(i ) Juno or its Affiliates being an essential party in any patent interference proceedingbefore the United States Patent and Trademark Office, which interference Juno or itsAffiliates acts in good faith to try to settle, or ( ii ) Juno, due to its status as an exclusivelicensee of patent rights other than the Editas Patents, being named by the licensor ofsuch patent rights as a real party in interest in such an interference, so long as Junoeither abstains from participation in, or acts in good faith to settle, the interference . Forclarity, a Patent Challenge shall not include arguments made by Juno that ( a)distinguish the inventions claimed in patents or patent applications owned orcontrolled by Juno ( ) from those claimed in the Editas Patents but ( b)do not disparage the Editas Patents or raise any issue of Editas Patents ’ compliancewith or sufficiency under applicable patent laws, regulations or administrative rules, ineach case ( i ) in the ordinary course of ex parte prosecution of the Juno Patents or ( ii)in inter partes proceedings before the United States Patent and Trademark Office orother agency or tribunal in any jurisdiction ( excluding interferences or derivationproceedings ), or in arbitration, wherein the Juno Patents have been challenged