definiens: means each of Penn and its trustees, officers, faculty, students, employees, contractors, and agents . The ( enn means all damages, awards, deficienc ies, settlement amounts, defaults, assessments, fines, dues, penalties, costs, fees, liabilities, obligations, taxes, liens, losses, lost profits and expenses ( includin g, but not limited to, court costs, interest and reasonable fees of attorneys, accountants and other experts ) that are incurred by an Indemnified Party or awarded or otherwise required to be paid to third parties by an Indemnified Party . The tenn means any Claim against one or more Indemnified Parties arising out of or resulting from : ( a ) the development, testing, use, manufacture, promotion, sale or other disposition of any Penn Patent Rights or Licensed Products by VGX, its Affiliatcs, sublicensees, assignces or vendors or third parties, including, but not limited to, ( x ) any product liability or other Claim of any kind related to use by a third party of a Licensed Product, ( y ) any Claim by a third party that the practice of any of the Patent Rights or the design, composition, manufacture, use, sale or other disposition of any Licensed Product infringes or violates any patent, copyright, trade secret, trademark or other intellectual property right of such third party, and ( z ) any Claim by a third party relating to clinical trials or studies for Licensed Products ; ( b ) any material breach of this Agreemen t by VGX or its Affiliates or sublicensees ; and ( c ) the enforcement of this Article 12 by any Indemnified Party