definiens: means, collectively, [ * * * ] †, the [ * * * ] † Patent Purchase Agreement, any license or otheragreement or arrangement with [ * * * ] †, [ * * * ] † ’s acquisition of the [ * * * ] † Acquired Patents or of any rights therein, the [ * * * ] † IPEscrow Agreement ( including any and all costs, liabilities and obligations to the escrow agent arising under or relating thereto),any incongruity or inconsistency between any condition to closing, representation or warranty of the Company, terminationright or other provision contained in the [ * * * ] † Patent Purchase Agreement or the [ * * * ] † Patent Instrument of Assignment ascompared to corresponding or parallel terms under this Agreement, any act or omission of the [ * * * ] † Patent Purchase AgreementAuthorized Agent, [ * * * ] † ’s licensing or other attainment of rights in or to any other patents or other intellectual propertypursuant to arrangements with or known by Parent or any of its Affiliates ( including any failure of any such license that isreferred to in the [ * * * ] † Patent Purchase Agreement to be in effect at any time on or before the Effective Time ), any notice givenby the Company to [ * * * ] † as contemplated by Section 4.1 of the [ * * * ] † Patent Purchase Agreement and any waiver by theCompany of any condition to the Company ’s obligation to close hereunder as contemplated by the [ * * * ] † Patent PurchaseAgreement, any closing under the [ * * * ] † Patent Purchase Agreement or any failure to close under such the [ * * * ] † Patent PurchaseAgreement or any other license or other agreement or arrangement with [ * * * ] † ( including any failure by [ * * * ] † to close under the[***]† Patent Purchase Agreement for any reason, whether claiming any breach thereof by the Company or otherwise, providedthat the Company has complied in all material respects with its delivery requirements under Section 5.09(a ) and Section 5.09(c)),any release of Liens granted or related action ( including any recording of such releases with the Patent and Trademark Office(PTO ) or otherwise ) taken as contemplated by Section 4.1 of the [ * * * ] † Patent Purchase Agreement, and any consequence thatresults from any of the foregoing ( including, without limitation, any Taxes arising from such [ * * * ] † Matters and any and allchanges in tax attributes associated with any [ * * * ] † Matters )