Common use of INDEMNIFICATION FOR INFRINGEMENT Clause in Contracts

INDEMNIFICATION FOR INFRINGEMENT. Subject to Section 5.6 (Ex-U.S. Distribution), if a Third Party files a claim or brings an action against any Zomedica Indemnified Party alleging that a Product, as delivered by Qorvo to Zomedica, or the making, having made, use, sale, offering for sale or importation thereof, infringes or misappropriates such Third Party’s Intellectual Property Right, and if Qorvo is promptly advised of any such claim or action by Zomedica, then Qorvo will assume and have sole control of the defense of any such action or claim in accordance with Section 12.4 (Indemnification Procedure) and shall be responsible for any Losses with respect to such action or claim based on such infringement or misappropriation. If at any time use of a Product is enjoined or is discontinued because of such action, Qorvo shall, at its sole option and expense, either procure for Zomedica the right to continue using the Product, replace, or modify the Product so that it becomes non-infringing (without materially decreasing the functionality, sensitivity or efficacy of such Product) or issue Zomedica a credit for the purchase price of the Product and accept its return. Qorvo will not have any liability or obligation under this Section 12.3 (Indemnification for Infringement) to the extent the infringement of a Third Party right is based in any way upon (i) the use of the Product in combination with other components, equipment or software not furnished by Qorvo; (ii) use of a Product in practicing any process; (iii) any Product which has been modified or altered after delivery to Zomedica; (iv) the manner in which the Product is used even if Qorvo has been advised of such use; (v) Qorvo’s compliance with designs, specifications or instructions that are specifically requested by Zomedica; (vi) infringement, misappropriation, or other violation of a Third Party’s patent rights in any country or jurisdiction outside of the U.S. in which Qorvo objects to the distribution of Products as set forth under Section 5.6 (Ex-U.S. Distribution); or (vii) Zomedica’s failure to obtain Third Party Assay IP Rights in accordance with Section 5.3 (Third Party Intellectual Property). In no event shall a Party’s total liability to the other Party under this Section 12.3 (Indemnification for Infringement) exceed [*]. If any suit or proceeding is brought against Qorvo based on a claim that a portion of the Products manufactured by or on behalf of Qorvo in compliance with designs, specifications, or instructions that are specifically required by Zomedica directly infringe any Third Party Intellectual Property, then indemnification obligations for infringement set forth herein with respect to Qorvo shall apply mutatis mutandis with respect to Zomedica to the extent related to such portion of the Products. The foregoing states the sole and exclusive liability of the Parties for infringement or misappropriation of a Third Party’s intellectual property rights and is in lieu of all warranties, express, implied, or statutory, in regard thereto. Other than as explicitly stated in this Agreement, no license or right is granted by either Party to the other Party under any patent, patent application, trademark, copyright, software, or trade secret.

INDEMNIFICATION FOR INFRINGEMENT. Subject to Section 5.6 (Ex-U.S. Distribution)10.1.3.1. SoRSE shall indemnify, if a Third Party files a claim or brings an action defend, and hold harmless Valens and each of its Indemnitees against any Zomedica Indemnified Party alleging that a Productall Losses arising out of, as delivered by Qorvo to Zomedicaresulting from, or relating to any Action that claims that the makingTechnology or the Trademarks licensed to Valens hereunder infringes any patent, having madetrade secret or other intellectual property right of any third party, useexcept to the extent such infringement is directly caused by {a) any unauthorized modification by Valens to the Technology or Trademarks, saleto the extent that the infringement would have been avoided but for such modification or (b) the combination of the Technology or Trademarks with other technology or intellectual property rights not licensed to Valens under this Agreement, offering for sale where the combination itself causes the infringement, unless such combination is contemplated by the Manufacturing Guidelines or importation thereofis otherwise necessary to use or Commercialize the Technology. 10.1.3.2. Valens shall indemnify, infringes or misappropriates such Third Party’s Intellectual Property Rightdefend, and if Qorvo is promptly advised hold harmless SoRSE and each of its Indemnitees against all Losses arising out of, resulting from, or relating to any Action : (i) that claims that the use of the Valens trademarks as permitted by Section 2. 7 infringes the trademark rights of any third party; or (ii) in respect of technology or intellectual property rights incorporated into the Licensed Products that are not licensed to Valens from SoRSE pursuant to this Agreement. SoRSE-Valens Confidential 10.1.3.3. The Parties acknowledge and agree that if any of the claims contemplated under Sections 10.1.3.1 and 10.1.3.2 arise, the Parties will work together to address such claims and to consider the most cost-effective way of addressing such claim of intellectual property infringement (the technology or action by Zomedicaintellectual property alleged to infringe in such claim, then Qorvo will assume and have sole control of the defense of any such action or claim in accordance with Section 12.4 (Indemnification Procedure) and shall be responsible for any Losses with respect "Infringing IP"). In addition to such action or claim based on such infringement or misappropriation. If at any time use of a Product is enjoined or is discontinued because of such actiondefending the claim, Qorvo shallthe indemnifying party may, at its sole option and expense, either : (a) procure for Zomedica the indemnified party the right to continue using the ProductInfringing IP licensed to the indemnified party from the indemnifying party in accordance with this Agreement; or (b) modify the Infringing IP to prevent the infringement or misappropriation, replaceprovided that such modifications do not materially adversely affect the quality, performance or functionality of such Infringing IP in the Licensed Products. In the event that the indemnifying party, acting reasonably, is unable to procure a license in respect of the Infringing IP for the indemnified party on commercially acceptable terms, or modify is unable to develop a modification to the Product so that it becomes non-infringing (Infringing IP without materially decreasing adversely affecting the functionalityquality, sensitivity performance or efficacy functionality thereof, then the indemnifying party shall so notify the indemnified party. Within ninety {90) days after receipt of such Productnotice, the indemnified party shall have the option to either: (a) or issue Zomedica a credit for terminate this Agreement, with the purchase price of the Product and accept its return. Qorvo will not have any liability or obligation under this Section 12.3 (Indemnification for Infringement) indemnifying party to refund to the extent indemnified party certain consideration received by the infringement of a Third Party right is based in any way upon indemnifying party as follows : (i) if this Agreement is terminated pursuant to this Section 10.1.3.3 at any time within the use first three (3) years of the Product in combination with other componentsInitial Term, equipment or software not furnished the indemnified party shall be entitled to a refund of all consideration paid under this Agreement by Qorvothe indemnified party; (ii) use if this Agreement is terminated pursuant to this Section 10.1.3.3 at any time within the last two (2) years of the Initial Term, the indemnified party shall be entitled to a Product in practicing any processrefund of fifty percent (50%) of all consideration paid under this Agreement by the indemnified party; and (iii) if this Agreement is terminated pursuant to this Section 10.1.3.3 at any Product which has been modified or altered time after delivery the Initial Term, the indemnified party shall be entitled to Zomedica; a refund of all consideration paid by the indemnified party under this Agreement in the last three (iv3) the manner in which the Product is used even if Qorvo has been advised of such use; (v) Qorvo’s compliance with designs, specifications or instructions that are specifically requested by Zomedica; (vi) infringement, misappropriation, or other violation of a Third Party’s patent rights in any country or jurisdiction outside of the U.S. in which Qorvo objects years prior to the distribution effective date of Products as set forth under Section 5.6 termination (Ex-U.S. Distributionthe "Refund Option"); or (viib) Zomedica’s failure if the indemnified party does not notify the indemnifying party of its election of the Refund Option during such 90 day period, then the rights and licenses granted hereunder shall continue without modification for the Term, provided that after the end of such 90 day period (or after termination if the indemnified party elects to obtain Third Party Assay IP Rights in accordance with Section 5.3 Refund Option) (Third Party Intellectual Property). In the "End Date"): (A) the indemnifying party will have no event shall a Party’s total further obligation or liability to the other Party for indemnification under this Section 12.3 10.1.3 for Losses accruing after the End Date with respect to the Infringing IP; and (Indemnification B) the indemnified party shall indemnify the indemnifying party and its lndemnitees for Infringement) exceed [*]. If any suit Losses accruing after the End Date arising out of Actions alleging that the use or proceeding is brought against Qorvo based on a claim that a portion Commercialization of the Products manufactured Infringing IP by or on behalf of Qorvo in compliance with designsthe indemnified party infringes any intellectual property right of any third party. For the avoidance of doubt, specifications, all amounts expended or instructions that paid by the indemnifying party under Section 10.1.2 and Section 10.1.3 are specifically required by Zomedica directly infringe any Third Party Intellectual Property, then indemnification obligations for infringement all subject to the liability cap set forth herein with respect to Qorvo shall apply mutatis mutandis with respect to Zomedica to the extent related to such portion of the Productsin Section 10.1.4(A). The foregoing states the sole and exclusive liability of the Parties for infringement or misappropriation of a Third Party’s intellectual property rights and is in lieu of all warranties, express, implied, or statutory, in regard thereto. Other than as explicitly stated in this Agreement, no license or right is granted by either Party to the other Party under any patent, patent application, trademark, copyright, software, or trade secret.SoRSE-Valens Confidential