definiens: ( as such term is defined under the Asset PurchaseAgreement ), any claim ( including, without limitation, product liability claims, strict liability or tort claims ), action or proceeding made or brought againstsuch [COMPANY] Party by or on behalf of a Third Party for bodily injury, death orproperty damage to the extent such injury, death or damage is alleged to be oris in fact caused by, or is alleged to or in fact arises from, the use or supplyof a Product after the Effective Date ( regardless of which Party manufacturedit ) or the Company 's breach of this Agreement or the exercise by the Company, its Affiliates or sublicensees of the rights licensed to it under Section 2.13hereof ; ( B ) any claim, action, suit or other proceeding made or brought by aThird Party based on ( i ) the breach by the Company of any of its representationsor warranties contained in Section 5.03(a ), or breach of any material obligationof Company contained in Sections 2.11 and 8.02 ( ii ) infringement of a ThirdParty 's trademarks by reason of labeling for Products or any materials used inpromoting or advertising a Product, or ( iii ) infringement of a Third Party'spatent rights by reason of the manufacture, use, import, export, or sale of aProduct after the Effective Date by or for the Company or its Affiliates underthis Agreement ( other than by reason of a manufacturing process used in themanufacture of a Product by [COMPANY] or its Affiliates or any or their 17 < PAGE > 23agents ) ; or ( C ) the failure by the Company to comply with applicable Lawsrelated to ( x ) the marketing, promotion, distribution and sale of the Productsand / or ( y ) to the manufacture and labeling of the Products where manufactured byor for the Company other than by [COMPANY], [COMPANY] ' Affiliates or [COMPANY] contractors;provided, however, that the Company shall not be obligated to indemnify a BMSParty for any loss, liability, damages, fees or expenses incurred by such BMSParty to the extent attributable to a breach by [COMPANY] of this Agreement or anyRelated Agreement, or to any act or omission constituting gross negligence orwillful misconduct on the part of [COMPANY] or a [COMPANY] Party