definiens: means any Third Party Claim brought against any Arena Indemniteeor [COMPANY] Indemnitee arising from, based on or occurring as a result of personal injury, death or property damage ( to the extentresulting from personal injury or death ) caused by or resulting from the use of a Product sold, distributed, dispensed orotherwise administered by or on behalf of [COMPANY], its Affiliates or its Sub - distributors in a country in the Additional Territory, except to the extent caused by or resulting from ( a ) the actual negligence or actual willful misconduct of or actual violation ofApplicable Laws by Arena or any of its Affiliates or its or their subcontractors in performing or failing to perform any activitycontemplated by this Agreement, or any actual breach or actual default by Arena ( or any of its Affiliates ) of this Agreement, the Quality Agreement or the PV Agreement, including its breach of Section 6.13 of this Agreement, or ( b ) the actualnegligence or actual willful misconduct of or actual violation of Applicable Laws by [COMPANY] or any of its Affiliates or Sub - distributors or its or their subcontractors in performing or failing to perform any activity contemplated by this Agreement orany actual breach or actual default by [COMPANY] ( or any of its Affiliates ) of this Agreement, the Quality Agreement or the PVAgreement