definiens: means a Claim asserted by a Third Party(in no event to include any Affiliate of either Party ) against a Party or any of its Affiliates, or any of their respectivedirectors, officers, employees, consultants, contractors, sublicensees and agents . In the event a Third Party Claim isasserted with respect to any matter for which a Party or any of its Affiliates, or any of their respective directors, officers, employees, consultants, contractors, sublicensees and agents ( the ) is entitled toindemnification hereunder, then the Indemnified Party shall promptly notify in writing the Party obligated to indemnifythe Indemnified Party hereunder ( the ) thereof ; provided, however, that no delay on the part of theIndemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligationhereunder unless ( and then only to the extent that ) the Indemnifying Party is prejudiced thereby