definiens: shall mean that [COMPANY] has initiated ( or requests a Sublicensee to initiate ) a legalaction in which it has alleged that an issued patent included in the Licensed Patent Rights is invalid or unenforceable or bywhich it provokes interference with a patent application included in the Licensed Patent Rights ; provided, however, that, inthe event such legal action is initiated by a Sublicensee with respect to an issued patent or patent application it hassublicensed and [COMPANY] terminates such Sublicensee ’s sublicense to the issued patent or patent application, such legalaction shall not be deemed to be a for purposes of this Agreement and provided, further, that in the eventVerastem does not terminate such sublicense due to the by the Sublicensee, such shall only result inconsequences to such Sublicensee hereunder ( i.e., increase in royalty rates on Sublicensee ’s Net Sales pursuant toSection 4.4.5 ) and not to [COMPANY], except that [COMPANY] shall be responsible for all of such Sublicensee ’s obligations relatedto the Challenge if such Sublicensee fails to comply with such obligations as set forth above