definiens: means any direct dispute or challenge, or any kno wing or willful assistance in the dispute or challenge, of the validity, patentab ility, or enforceability of any Licensed Patent or any claim thereof, or opposition or assistance in th e opposition of the grant of any letters patent wit hin the Licensed Patents, in any legal or administrative proceedings, including in a court of law, before the PTO or other agency or tr ibunal in any jurisdiction, or in arbitration including, without limit ation, by reexamination, inter partes review, oppos ition, interference, post -grant review, nullity proceeding, preissuance submi ssion, third party submission, derivation 7 CONFIDENTIAL proceeding or declaratory judgment action ; provided, however, that the term Patent Challenge shall not include arguments, or any other statements or allegations, made by or on behalf of Vivelix, a Vivelix Affiliat e, or a Sublicensee that ( a ) distinguish the inventions cla imed in patents or patent applications owned or con trolled ( except by virtue of this Agreement ) by Vivelix, a Vivelix Affiliate, or a Sublicensee from those clai med in the Licensed Patents ( i ) in the ordinary course of ex p arte prosecution of such patents or patent applicat ions owned or controlled by Vivelix, a Vivelix Affiliate, or a Sublicensee, including any reissue or reexaminatio n patents or patent applications or ( ii ) in inter partes, post grant review proceedings, oppositions, nullit y proceedings, reissue proceedings, reexamination proceedings, and other similar proceedings before the PTO or other agency or tribunal in any jurisdiction, or in any arbitration or litigation, wherein such patents or patent appl ications owned or controlled by Vivelix, a Vivelix Affiliate, or a Sublicensee have been challenged ; or ( b ) are made in connection with a response to a claim or allegation that Vivelix, a Vivelix Affiliate, a Sublicensee, or any of their respective direct or indirect customers infringes o r may infringe any Patent Rights owned, Controlled or enforceable by Idera, its Affiliates, or any of the ir respective successors or assigns