definiens: means each of Penn, CU and UFLA, and their respecti ve trustees, officers, faculty, students, employees, contractors, and agents . The term means all damages, awards, deficiencies, settlement amounts, defaults, assessments, fines, dues, penalties, cost s, fees, liabilities, obligations, taxes, liens, lo sses, lost profits and expenses ( including, but not limited to, court costs, interest and reasonable fees of attorneys, a ccountants and other experts ) that are incurred by an Indemnified Party or awarded or otherwise required to be paid t o third parties by an Indemnified Party . The term means ; ( a ) any Claim by a third party against one or more Indemnified Parties arising out of or r esulting from the development, testing, use, manufa cture, promotion, sale or other disposition of any Patent Rights or Licensed Products by Company, its Affilia tes, sublicensees, assignees or vendors or third parties, including, but not limited to, ( x ) any product li ability or other Claim of any kind related to use by a third party o f a Licensed Product, ( y ) any Claim by a third part y that the practice of any of the Patent Rights or the design, composition, manufacture, use, sale or other dispo sition of any Licensed Product infringes or violates any patent, copyright, trade secret, trademark or other intelle ctual property right of such third party, and ( z ) any Claim by a t hird party relating to clinical trials or studies f or Licensed Products ; ( b ) any Claim by a third party against on e or more Indemnified Parties arising out of or res ulting from any material breach of this Agreement by Company or its Affiliates or sublicensees ; and ( c ) the enforc ement of this Article 11 by any Indemnified Party . The term means any charges, complaints, actions, suits, proceedings, hearings, investigations, claims or de mands