definiens: means each of Penn and its trustees, officers, faculty, agent~ contractors, employees and students . The term " LiabilitiesH means all damages . awards, deficiencies, settlement amounts~ defaults . assessments, fines, dues, penalties, costs, fees, liabilities, obligations, liens, losses, and expenses ( including, but not limited to, court costs, interest and reasonable fees of attorneys, accountants and other experts ) that are incurred by an Indenmified Party or awarded or otherwise required to be paid to third parties by an Indenmified Party, The tenn < ~lndemnification Event " means any Claim against one or more Indemnified Parties arising out of or resulting from : ( a ) the development, testing, use, manufacture, promotion,, ale or other disposition of any Penn Patent Rights or Licensed Products 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 ofa Licensed Pruduct, ( y ) any Claim by a third party that the practice of any of the Patent Rights or the design, composition, manufacture, use, sale or other disposition of any Licensed Product infringes or violates any patent, copyright, trade secre~ trademark or other intellectual property right of such third party, and ( z ) any Claim by a third party relating to clinical trials or studies for Licensed Products ; ( b ) any material breach ofthis Agreement by Company or its Affiliates or sublicensees ; and ( c ) the enforcement of this Article 11 by any Indemnified Party . The tenn means any charges, complaints, actions, suits, proceedings, hearings, investigations, claims or demands