definiens: means each of Penn and its trustees, officers, faculty, agents, contractors, employees and students . The term means all damages, awards, deficiencies, settlement amounts, defaults, assessments, fines, dues, penalties, costs, fees, liabilities, obligations, taxes, liens, losses, lostprofits and expenses ( including court costs, interest and reasonable fees of attorneys, accountants and other experts ) that areincurred by an Indemnified Party or awarded or otherwise required to be paid to third parties by an Indemnified Party . Theterm means any Claim against one or more Indemnified Parties arising out of or resulting from:(a ) the development, testing, use, manufacture, promotion, sale, practice or other disposition of any Penn Patent Rights ( to theextent subject to the License ), BMS Assigned Technical Information or Penn Materials by Company, its Affiliates, sublicensees, assignees or vendors, or of any Licensed Products manufactured, sold or provided by Company, its Affiliates, sublicensees, assignees or vendors, including ( x ) any product liability or other Claim of any kind related to use by a thirdparty of such Penn Materials or Licensed Product, ( y ) any Claim by a third party ( other than any Indemnified Party ) that thepractice of any of the Penn Patent Rights or BMS Assigned Technical Information by Company, its Affiliates, sublicensees, assignees or vendors, or the design, composition, manufacture, use, sale or other disposition of any such Penn Materials orLicensed Product, infringes or violates any patent, copyright, trade secret, trademark or other intellectual property right ofsuch third party, and ( z ) any Claim by a third party relating to clinical trials or studies for such Licensed Products ; ( b ) anyClaim by a third party arising from any material breach of this Agreement by 23PATENT LICENSE AGREEMENT Company or its Affiliates or sublicensees ; and ( c ) the enforcement of this Article 11 by any Indemnified Party, except for(1 ) any Claims arising out of the willful misconduct or gross negligence of, or material breach of this Agreement by, Penn orany other Indemnified Party, or ( 2 ) any Claims arising out of the development, testing, use, manufacture, promotion, sale, practice or other disposition of any Penn Patent Rights, BMS Assigned Technical Information or Licensed Products pursuantto the retained rights under Section 1.3 ( and not as part of any Other Agreement ) . The term means any charges, complaints, actions, suits, proceedings, hearings, investigations, claims or demands