definiens: means each of Penn and its trustees, officers, faculty, agents, contractors, employees andstudents . The term means all damages, awards, deficiencies, settlement amounts, defaults, assessments, fines, dues, penalties, costs, fees, liabilities, obligations, taxes, liens, losses, lost profits andexpenses ( including, but not limited to, court costs, interest and reasonable fees of attorneys, accountants and otherexperts ) that are incurred by an Indemnified Party or awarded or otherwise required to be paid to third parties by anIndemnified Party . The term means any Claim against one or more Indemnified Parties arisingout of or resulting from : ( a ) the development, testing, use, manufacture, promotion, sale or other disposition of anyPenn Patent Rights or Licensed Products or Other Licensed Products as the case may be by Company, its Affiliates, its sublicensees, its assignees or its vendors, including, but not limited to, ( x ) a product liability or other Claim of anyland related to use by a third party of a Licensed Product, ( y ) a Claim by a third - 19 -EXECUTION COPY party that the practice of any of the Penn Patent Rights or the design, composition, manufacture, use, sale or otherdisposition of any Licensed Product infringes or violates any patent, copyright, trade secret, trademark or otherintellectual property right of such third party, and ( z ) a Claim by a third party relating to clinical trials or studies forLicensed Products or Other Licensed Products as the case may be ; ( b ) any material breach of this Agreement byCompany or its Affiliates or sublicensees ; and ( c ) the enforcement of this Article 11 by any indemnified Party . Theterm means any charges, complaints, actions, suits, proceedings, hearings, investigations, claims ordemands