definiens: means any Third Party Claim brought against any Arena Indemnitee or EisaiIndemnitee arising from, based on or occurring as a result of personal injury, death or property damage ( to the extent resultingfrom personal injury or death ) caused by or resulting from the use of a Product sold, distributed, dispensed or otherwiseadministered in the United States ( other than a generic version of such Product sold by [COMPANY] or any of its Affiliates or Sub - distributors ), except to the extent caused by or resulting from the actual negligence or actual willful misconduct of or actualviolation of Applicable Laws by [COMPANY] or any of its Affiliates or Sub - distributors or its or their subcontractors in performing orfailing to perform any activity contemplated by this Agreement, or any actual breach or actual default by [COMPANY] ( or any of itsAffiliates ) of this Agreement, the Quality Agreement or the PV Agreement