definiens: means all claims, threatened claims, damages, losses, suits, proceedings, liabilities, costs ( including reasonable legal expenses, costs of litigation andreasonable attorney ’s fees ), or judgments, whether for money or equitable relief, of any kind andis not limited to matters asserted by Third Parties against a Party, but includes claims, threatenedclaims, damages, losses, suits, proceedings, liabilities, costs ( including reasonable legalexpenses, costs of litigation and reasonable attorney ’s fees ) or judgments incurred or sustained - 5 -by a Party in the absence of Third Party claims ; provided that no Party shall be liable to holdharmless or indemnify the Agios Indemnified Parties or [COMPANY] Indemnified Parties, asapplicable, for any claims, threatened claims, damages, losses, suits, proceedings, liabilities, costs or judgments for punitive or exemplary damages, except to the extent the Party seekingindemnification is actually liable to a Third Party for such punitive or exemplary damages inconnection with a claim by such Third Party