definiens: means all losses, costs, claims, damages, liabilities and expense asserted by Third Parties against a Party ( or the BeiGeneIndemnitees or [COMPANY] Indemnitees, as applicable ) under a Third Party Claim(including reasonable attorneys ’ fees and other reasonable out - of - pocket costs oflitigation in connection with the Third Party Claim ) ; provided that no Party will beliable to hold harmless or indemnify the other Party ( or the [COMPANY] Indemnitees orCelgene Indemnitees, as applicable ) for any losses, costs, claims, damages, liabilities and expense for indirect, incidental, consequential, special, punitive orexemplary damages ( including lost profits or lost revenues ), except to the extent suchother Party ( or the [COMPANY] Indemnitees or [COMPANY] Indemnitees, as applicable ) isactually liable to the Third Party for such indirect, incidental, consequential, special, punitive or exemplary damages ( including lost profits or lost revenues ) in connectionwith the Third Party Claim