definiens: shall mean, with respect to a Third Party Claim, ( a ) such Third Party Claim does notseek injunctive or equitable relief or non - monetary damages from the Covered Party ; ( b ) such Third Party Claim doesnot relate to or arise in connection with any criminal proceeding, action, indictment, allegation or investigation ; ( c ) theIndemnifying Party agrees that it will be liable to a Covered Party for any indemnifiable Damages relating to the ThirdParty Claim ; ( d ) the Indemnifying Party is able to reasonably demonstrate that it has sufficient financial resources todefend such Third Party Claim ; ( e ) the amount remaining under the Cap at the time of the Third Party Claim isreasonably sufficient to satisfy any likely judgment or settlement resulting from such Third Party Claim ; and ( f ) suchThird Party Claim has not been asserted directly or indirectly by or on behalf of a Person that is a licensee or supplierof Biota or Anaconda