definiens: — shall mean all fees, out of pockets costs and expenses ( including, without limitation, all attorneys fees and settlement costs ), third party damages, verdicts and/or awards incurred by either Party and/or their respective Affiliates in connection with the defense and/or arising out of a judgment or settlement of an Intellectual Rights Su it . 4 1.4.22 — shall mean any litigation instituted by a third party relating to a claim or claims of infringement of pa tents or other intellectual property rights against [COMPANY] and/or an Affiliate of [COMPANY] and /or their respective directors and/or officers and/or employees and/or consultants, and / o r against [COMPANY] or an Affiliate of [COMPANY] and/or their respective directors and/or offi cers and/or employees and/or consultants during or prior to the Term, related to or arising from the filing of Regulatory Documentation for any Product(s ) and/or the manufacturing, Marketing, use or offer for sale of any Product(s ) . An Intelle ctual Rights Suit shall also include a declaratory judgment action as referenced in Sectio n 17