definiens: means each of Penn, CU and UFLA, and theirrespective trustees, officers, faculty, students, employees, contractors, and agents . The term means all damages, awards, deficiencies, settlement amounts, defaults, assessments, fines, dues, penalties, costs, fees, liabilities, obligations, taxes, liens, losses, lost profits and expenses ( including, but not limited to, court costs, interest and reasonable fees of attorneys, accountants and other experts ) that are incurred by an Indemnified Party or awarded or otherwise required to be paid to third partiesby an Indemnified Party . The term means ; ( a ) any Claim by a third party against one or more IndemnifiedParties arising out of or resulting from the development, testing, use, manufacture, promotion, sale or other disposition of any PatentRights 13or 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 of a Licensed Product, ( y ) any Claim by a third partythat the practice of any of the Patent Rights or the design, composition, manufacture, use, sale or other disposition of any LicensedProduct infringes or violates any patent, copyright, trade secret, 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 Claim by a third party against one ormore Indemnified Parties arising out of or resulting from any material breach of this Agreement by Company or its Affiliates orsublicensees ; and ( c ) the enforcement of this Article 11 by any Indemnified Party . The term means any charges, complaints, actions, suits, proceedings, hearings, investigations, claims or demands