definiens: means any mortgage, pledge, assessment, security interest, lease, sublease, lien, charge, adverse or prior claim, levy, charge, easement, rights of way, covenants, restrictions, rights of first refusal, encroachments, options or encumbrances of any kind, or any defects in title, conditional sale contract, title retention contract, or other contract to give or to refrain from giving any of the foregoing ; provided, however, that obligations to pay royalties and other obligations imposed pursuant to the Assigned Contracts in connection with any Intellectual Property subject to an Inbound Technology Agreement shall not constitute a means any reasonable expenses incurred in connection with investigating, defending or asserting any claim . action, suit or proceeding incident to any matter indemnified against under this Agreement, including court filing fees, court costs, arbitration fees or costs . witness fees and fees and disbursements of legal counsel ( whether incurred in any action or proceeding between the parties to this Agreement or between any party to this Agreement and any third party ), investigators, expert witnesses, accountants and other professionals