definiens: as used in Section 7.5, shall mean any claim or action threatened or asserted by a Third Party against ( a ) [COMPANY], any [COMPANY] Affiliate, any [ * ], and/or any [ * ] of [COMPANY], alleging infringement and/or misappropriation of such Third * Confidential po rtions of this document have been redacted and have been filed separately with the Commission 2 Party ’s intellectual property rights based upon [COMPANY] ’s access to and/or use of the DeltaBase and/or Knockout Mice Materials and/or as a result of the exercise of the rights and license(s ) granted by [COMPANY] to [COMPANY] under this Agreement ; and/or ( b ) Delta gen, any Affiliate of [COMPANY] and/or any other DeltaBase Subscribers alleging infringement and/or misappropriation of such Third Party ’s intellectual property rights based upon access to and/or use of the DeltaBase or Knockout Mice Materials and with resp ect to other DeltaBase Subscribers, as a result of the exercise of the rights and license(s ) granted by [COMPANY] to such DeltaBase Subscribers