definiens: means each ofPenn and its trustees, officers, faculty, students, employees, contractors, and agents . The term means alldamages, awards, deficiencies, settlement amounts, defaults, assessments, fines, dues, penalties, costs, fees, liabilities, obligations, taxes, liens, losses, lost profits and expenses ( including, but not limited to, court costs, interestand reasonable fees of attorneys, accountants and other experts ) that are incurred by an Indemnified Party orawarded or otherwise required to be paid to 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 resulting from thedevelopment, testing, use, manufacture, promotion, sale or other disposition of any Patent Rights or LicensedProducts by Company, its Affiliates, sublicensees, assignees 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 Claimby a third party that the practice of any of the Patent Rights or the design, composition, manufacture, use, sale orother disposition of any Licensed Product infringes or violates any patent, copyright, trade secret, trademark or otherintellectual property right of such third party, and ( z ) any Claim by a third party relating to clinical trials or studies forLicensed Products ; ( b ) any Claim by a third party against one or more Indemnified Parties arising out of or resultingfrom any material breach of this Agreement by Company or its Affiliates or sublicensees ; and ( c ) the enforcement ofthis Article 11 by any Indemnified Party . The term means any charges, complaints, actions, suits, proceedings, hearings, investigations, claims or demands