Common use of INDEMNIFICATION FOR INFRINGEMENT Clause in Contracts

INDEMNIFICATION FOR INFRINGEMENT. GW shall defend and indemnify, at its expense, any claim or suit brought by a third party against Subscriber alleging that GW Product infringes a patent, copyright, or trademark and shall pay all costs and damages finally awarded. GW‟s indemnification obligations are conditioned on the following: (i) Subscriber provides prompt written notice of such claim or suit (but in any event notice in sufficient time for GW to respond without prejudice), (ii) Subscriber‟s provides commercially reasonable assistance to the defense of such claim or suit and (iii) GW has the exclusive right to control and direct the investigation, defense and settlement (if applicable) of such claim. If Subscriber‟s use of the GW Product under the terms of this Agreement is, or in GW opinion is likely to be, enjoined due to infringement, then GW will, at its sole option and expense, (i) obtain the right to continue using GW Product, (ii) replace or modify the GW Product so that it becomes non-infringing, or (iii) if the remedies set forth in clauses (i) and (ii) are not available on a commercially reasonable basis, terminate the Agreement and refund to Subscriber a pro-rata amount of the Subscription fees paid by Subscriber based on the time remaining in the Subscription Term after removal of the GW Product from Subscriber‟s systems and Subscriber‟s return of the GW Product to GW. GW shall have no liability for actual or alleged infringement based upon the use of GW Product outside the scope herein, in combination with other products, devices or software not furnished by GW, or arising out of modifications made to GW Product by Subscriber or any third party to the extent the claim or suit of infringement would not have occurred but for such combination or modification. WITH RESPECT TO ANY CLAIMS OR ACTIONS RELATING TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS WITH REGARD TO THE GW PRODUCTS OR THIS AGREEMENT, THE REMEDIES SET FORTH IN THIS SECTION 7 SHALL BE SUBSCRIBER‟S SOLE AND EXCLUSIVE REMEDY AND GW‟S SOLE OBLIGATION.

INDEMNIFICATION FOR INFRINGEMENT. GW Licensor will defend or settle, at its own expense, any claim against Licensee asserting a copyright, trademark or trade secret which concerns the Product used within the scope of the Agreement hereunder. Licensor shall defend indemnify Licensee against any loss, expense or liability including reasonable attorney's fees from any damages alleged against Licensee. Licensor’s obligations under this Section are conditioned on Licensee promptly notifying Licensor in writing after Licensee first receives notice of any such claim, action or allegation of infringement and, Licensor being given sole control of the defense of any action and indemnifyall negotiations for its settlement or compromise, with the reasonable assistance of Licensee. Licensor shall not be liable for any costs or expenditures incurred by Licensee without Licensor’s prior written consent. If an injunction or order is obtained against Licensee’s use of the Product by reason of the allegations of infringement, or if in Licensor’s opinion the Product is likely to become the subject of a claim of infringement, Licensor shall, at its expense, any claim or suit brought by a third party against Subscriber alleging that GW Product infringes a patent, copyright, or trademark and shall pay all costs and damages finally awarded. GW‟s indemnification obligations are conditioned on the following: (i) Subscriber provides prompt written notice of such claim or suit (but in any event notice in sufficient time Procure for GW to respond without prejudice), (ii) Subscriber‟s provides commercially reasonable assistance to the defense of such claim or suit and (iii) GW has the exclusive right to control and direct the investigation, defense and settlement (if applicable) of such claim. If Subscriber‟s use of the GW Product under the terms of this Agreement is, or in GW opinion is likely to be, enjoined due to infringement, then GW will, at its sole option and expense, (i) obtain Licensee the right to continue using GW the Product; or Modify or replace the Product with a compatible, functionally equivalent, non-infringing Product(s); or If neither (a) nor (b) is reasonably practical in Licensor’s judgment, remove the Product and issue Licensee a pro rata credit based upon the License fees paid for the Product prorated over a thirty-six (36) month period from the date of shipment of the Product. Thereafter, termination shall proceed in accordance with the terms of Section 4. Licensor shall have no obligation under this Section to the extent the alleged infringement results from (i) modification of the Product other than by Licensor; (ii) replace or modify the GW combination of the Product so that it becomes non-infringing, with products not provided by Licensor; or (iii) if the remedies set forth in clauses (i) and (ii) are not available on a commercially reasonable basis, terminate the Agreement and refund to Subscriber a pro-rata amount use of any older version of the Subscription fees paid by Subscriber based on Product when use of a newer version made available to Licensee would have avoided the time remaining infringement. This Section 10 is Licensor’s entire liability and Licensee’s sole and exclusive remedy in the Subscription Term after removal event of the GW Product from Subscriber‟s systems and Subscriber‟s return intellectual property infringement of the GW Product to GW. GW shall have no liability for actual or alleged infringement based upon the use of GW Product outside the scope herein, in combination with other products, devices or software not furnished by GW, or arising out of modifications made to GW Product by Subscriber or any third party to the extent the claim or suit of infringement would not have occurred but for such combination or modification. WITH RESPECT TO ANY CLAIMS OR ACTIONS RELATING TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS WITH REGARD TO THE GW PRODUCTS OR THIS AGREEMENT, THE REMEDIES SET FORTH IN THIS SECTION 7 SHALL BE SUBSCRIBER‟S SOLE AND EXCLUSIVE REMEDY AND GW‟S SOLE OBLIGATIONkind.

INDEMNIFICATION FOR INFRINGEMENT. GW Subject to Section 14 below, UroGen shall defend defend, indemnify and indemnifyhold Xxxxxx harmless with respect to all claims, liabilities, losses or expenses (including attorneys' fees) of Xxxxxx arising out of or in connection with the infringement of patents, trademarks (except trademarks used on the Products at the request of Xxxxxx) or copyrights arising out of the use or sale of the Products supplied to Xxxxxx under this Agreement. Xxxxxx shall communicate to UroGen all charges of alleged infringement, within a reasonable time after their receipt. Xxxxxx will cooperate with UroGen in defending or otherwise resolving each charge of infringement. UroGen agrees to bear all costs and expenses of litigation, including attorneys fees in connection with such alleged infringement, and UroGen will reimburse Xxxxxx for each disbursement made by Xxxxxx in satisfaction of a final judgement issued in such litigation, but Xxxxxx may, at its own expense, be also represented by its own counsel in any claim or suit brought by a third party against Subscriber alleging such litigation. In the event that GW sale of any Product infringes a patentis enjoined, copyrightUroGen shall repurchase Xxxxxx'x inventory of such Product at Xxxxxx'x Fully Loaded Cost therefor. However, or trademark and the foregoing indemnification obligation shall pay all costs and damages finally awarded. GW‟s indemnification obligations are conditioned on the following: not apply to (i) Subscriber provides prompt written notice claims for infringement of such claim any rights relating to the Factor VIII gene rights which have been supplied to UroGen by Xxxxxx or suit (but in any event notice in sufficient time for GW to respond without prejudice), (ii) Subscriber‟s provides commercially reasonable assistance claims for infringement in any jurisdiction in which Xxxxxx has assumed responsibility for regulatory compliance in accordance with Section 6.1 hereof. In the event Xxxxxx elects to the defense of defend such claim or suit and (iii) GW has the exclusive right to control and direct the investigationinfringement claim, defense and settlement (if applicable) of such claim. If Subscriber‟s use of the GW Product under the terms of this Agreement is, or in GW opinion is likely to be, enjoined due to infringement, then GW willUroGen will cooperate with Xxxxxx, at its sole option and Xxxxxx'x expense, (i) obtain in such defense. Neither party shall settle any suit for infringement the right to continue using GW Productsettlement of which would materially affect the other's rights or interests under this Agreement, (ii) replace the Development Agreement or modify otherwise without the GW Product so that it becomes non-infringingother party's prior written consent, or (iii) if the remedies set forth in clauses (i) and (ii) are which consent shall not available on a commercially reasonable basis, terminate the Agreement and refund to Subscriber a pro-rata amount of the Subscription fees paid by Subscriber based on the time remaining in the Subscription Term after removal of the GW Product from Subscriber‟s systems and Subscriber‟s return of the GW Product to GW. GW shall have no liability for actual or alleged infringement based upon the use of GW Product outside the scope herein, in combination with other products, devices or software not furnished by GW, or arising out of modifications made to GW Product by Subscriber or any third party to the extent the claim or suit of infringement would not have occurred but for such combination or modification. WITH RESPECT TO ANY CLAIMS OR ACTIONS RELATING TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS WITH REGARD TO THE GW PRODUCTS OR THIS AGREEMENT, THE REMEDIES SET FORTH IN THIS SECTION 7 SHALL BE SUBSCRIBER‟S SOLE AND EXCLUSIVE REMEDY AND GW‟S SOLE OBLIGATIONbe unreasonably withheld.

INDEMNIFICATION FOR INFRINGEMENT. GW shall Licensor will defend and indemnifyor settle, at its own expense, any claim or suit brought by a third party against Subscriber alleging that GW Product infringes Licensee asserting a patent, copyright, trademark, trade secret or trademark and proprietary right violation which concerns the Product used within the scope of the License hereunder. Licensor shall pay all costs and indemnify Licensee against any loss, expense or liability including reasonable attorney's fees from any damages finally awardedalleged against Licensee. GW‟s indemnification Licensor’s obligations under this Section are conditioned on the following: (i) Subscriber provides prompt written Licensee promptly notifying Licensor in writing after Licensee first receives notice of any such claim claim, action or suit (but in any event notice in sufficient time for GW to respond without prejudice)allegation of infringement and, (ii) Subscriber‟s provides commercially reasonable assistance to Licensor being given sole control of the defense of such claim any action and all negotiations for its settlement or suit and (iii) GW has compromise, with the exclusive right to control and direct the investigation, defense and settlement (if applicable) reasonable assistance of such claimLicensee. Licensor shall not be liable for any costs or expenditures incurred by Licensee without Licensor’s prior written consent. If Subscriber‟s an injunction or order is obtained against Licensee’s use of the GW Product under by reason of the terms allegations of this Agreement isinfringement, or if in GW Licensor’s opinion the Product is likely to be, enjoined due to become the subject of a claim of infringement, then GW willLicensor shall, at its sole option and expense, (i) obtain : Procure for Licensee the right to continue using GW the Product; or Modify or replace the Product with a compatible, functionally equivalent, non-infringing Product(s); or If neither (a) nor (b) is reasonably practical in Licensor’s judgment, remove the Product and issue Licensee a pro rata credit based upon the License fees paid for the Product prorated over a thirty-six (36) month period from the date of shipment of the Product. Thereafter, termination shall proceed in accordance with the terms of Section 4. Licensor shall have no obligation under this Section to the extent the alleged infringement results from (i) modification of the Product other than by Licensor; (ii) replace or modify the GW combination of the Product so that it becomes non-infringing, with products not provided by Licensor; or (iii) if the remedies set forth in clauses (i) and (ii) are not available on a commercially reasonable basis, terminate the Agreement and refund to Subscriber a pro-rata amount use of any older version of the Subscription fees paid by Subscriber based on Product when use of a newer version made available to Licensee would have avoided the time remaining infringement. This Section 10 is Licensor’s entire liability and Licensee’s sole and exclusive remedy in the Subscription Term after removal event of the GW Product from Subscriber‟s systems and Subscriber‟s return intellectual property infringement of the GW Product to GW. GW shall have no liability for actual or alleged infringement based upon the use of GW Product outside the scope herein, in combination with other products, devices or software not furnished by GW, or arising out of modifications made to GW Product by Subscriber or any third party to the extent the claim or suit of infringement would not have occurred but for such combination or modification. WITH RESPECT TO ANY CLAIMS OR ACTIONS RELATING TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS WITH REGARD TO THE GW PRODUCTS OR THIS AGREEMENT, THE REMEDIES SET FORTH IN THIS SECTION 7 SHALL BE SUBSCRIBER‟S SOLE AND EXCLUSIVE REMEDY AND GW‟S SOLE OBLIGATIONkind.

INDEMNIFICATION FOR INFRINGEMENT. GW Subject to Section 8 of this Agreement, LeaseQuery shall indemnify, defend and indemnifyhold Client harmless from and against any third-party claims or suits arising out of actual infringement by the Solution and the reports generated by the Solution of the third-party’s Intellectual Property Rights, at its expense, any claim or suit brought by a third party against Subscriber alleging provided that GW Product infringes a patent, copyright, or trademark and shall pay all costs and damages finally awarded. GW‟s indemnification obligations are conditioned on the following: (i) Subscriber provides prompt written notice Client immediately notifies LeaseQuery in writing of such claim or suit (but in any event notice in sufficient time for GW to respond without prejudice)the third-party claim, (ii) Subscriber‟s provides commercially reasonable assistance Client tenders to LeaseQuery complete control of the defense of such claim or suit defense, and (iii) GW has Client cooperates with LeaseQuery in its defense of the exclusive right claim at LeaseQuery’s expense. These obligations of LeaseQuery do not apply with respect to control and direct claims arising out of or related to Client Data or to portions or components of the investigationSolution or reports generated by the Solution (A) that (in the case of reports generated by the Solution) are modified (other than by LeaseQuery) after delivery by LeaseQuery, defense and settlement (if applicableB) of such claim. If Subscriber‟s where Client continues the allegedly infringing activity after being notified thereof, or (C) where Client’s use of the GW Product under Solution or reports generated by the terms of Solution is not in accordance with this Agreement isand the applicable Sales Order. If LeaseQuery or Client is enjoined from providing access to, or in GW opinion is likely to beusing, enjoined due to infringementthe Solution or LeaseQuery reasonably believes that LeaseQuery or Client will be enjoined, then GW willLeaseQuery shall have the right, at its sole option and expenseoption, (i) to obtain for Client the right to continue using GW Product, (ii) to access the Solution or to replace or modify the GW Product Solution so that it becomes nonis no longer infringing. If neither of the foregoing options is commercially practicable to LeaseQuery, then Client’s access to the Solution may be terminated at the option of LeaseQuery and LeaseQuery shall refund or offset against other amounts due to LeaseQuery any prepaid subscription fees prorated for the portion of the then-infringing, or (iii) if current term remaining after the remedies effective date of the termination. The obligations set forth in clauses (i) this paragraph shall be LeaseQuery’s sole and (ii) are not available on a commercially reasonable basisexclusive obligations, terminate the Agreement and refund to Subscriber a pro-rata amount of the Subscription fees paid by Subscriber based on the time remaining in the Subscription Term after removal of the GW Product from Subscriber‟s systems Client’s sole and Subscriber‟s return of the GW Product to GW. GW shall have no liability exclusive remedy, for actual or alleged infringement based upon the use of GW Product outside the scope herein, in combination with other products, devices or software not furnished by GW, or arising out of modifications made to GW Product by Subscriber or any third party to the extent the claim or suit of infringement would not have occurred but for such combination or modification. WITH RESPECT TO ANY CLAIMS OR ACTIONS RELATING TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS WITH REGARD TO THE GW PRODUCTS OR THIS AGREEMENT, THE REMEDIES SET FORTH IN THIS SECTION 7 SHALL BE SUBSCRIBER‟S SOLE AND EXCLUSIVE REMEDY AND GW‟S SOLE OBLIGATIONinfringement.