Common use of Immunity and Indemnification Clause in Contracts

Immunity and Indemnification. So long as the Licensee and its Authorized ----------------------------- Users comply in full with this License Agreement. VISX hereby grants immunity to the Licensee and the Authorized Users from any infringement or other legal action under the Patents arising from Licensee's use of the System to perform Licensed Procedures. VISX makes no representation or warranty regarding the scope or validity of any of the Patents. VISX agrees to indemnify Licensee and its Authorized Users against liability actually and reasonably incurred arising from a third party claim that the possession or use of the System in accordance with VISX's instructions for us constitutes an infringement of any United States patent or other intellectual property right of such third party. This indemnification is subject to the following conditions: (a) Licensee must notify VISX immediately upon receipt of notice of any such claim, (b) Licensee must keep VISX fully informed of any developments in connection with any such claim, (c) Licensee shall cooperate fully with VISX in the defense of any such claim, and (d) VISX shall have the right to undertake the defense, compromise or settlement of any such claim on Licensee's behalf, subject to Licensee's approval which approval shall not unreasonably be withheld. No implied licenses are created by this provision.