Common use of Infringement Indemnity Clause in Contracts

Infringement Indemnity. 11.1 Subject to Section 11.2 below, ATML shall indemnify and hold harmless Cirrus Logic and its Affiliates against any costs, loss, liability, or expense arising directly out of any actual or alleged infringement or any intellectual property or proprietary rights as a result of activities pursuant to this Agreement by any ATML LICENSED TECHNOLOGY or ATML IMPROVEMENTS. This indemnity is conditioned on Cirrus Logic's (i) providing to ATML prompt and full disclosure of any such claim, (ii) subject to the remainder of this section, allowing ATML, at ATML's written request, to conduct to defense of the claim, and (iii) providing, at ATML's expense, reasonable assistance in connection with the defense of the claim. ATML's liability pursuant to this section shall be limited to damages finally awarded against Cirrus Logic, or settlements entered into, in connection with the claim, together with litigation costs and expenses incurred by Cirrus Logic, subject to the next sentence. If Cirrus Logic and ATML agree (such agreement will not be unreasonably withheld or delayed) that ATML is not financially capable of fully defending the claim, then Cirrus Logic shall be entitled to conduct the defense of the claim, at ATML's expense, including without limitation the right to set off royalties or other payment obligations of Cirrus Logic pursuant to this Agreement against amounts payable by ATML pursuant to this Agreement. 11.2 ATML shall have liability pursuant to Section 11.1 above with respect to any actual or alleged infringement caused by (i) CIRRUS LOGIC MODIFICATIONS, or other modifications to the ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT or other contributions to ATM CHIPS not provided by ATML, where the actual or alleged infringement would not have arisen but for the use of the CIRRUS LOGIC MODIFICATION or other non-ATML modification or contribution, or (ii) the combination of ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT with other items not provided by ATML where the actual or alleged infringement would not have arisen by use of the ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT alone and not in combination with the other items. 11.3 Subject to Section 11.2 above, Cirrus Logic shall indemnify and hold harmless ATML and its Affiliates against any costs, loss, liability, or expense arising directly out of any actual or alleged infringement of any intellectual property or proprietary right as a result of activities pursuant to this Agreement by any CIRRUS LOGIC DESIGN TOOLS AND CIRRUS LOGIC TECHNOLOGY. This indemnity is conditioned on ATML's providing Cirrus Logic prompt and full disclosure of any such claim, (ii) allowing Cirrus Logic, at Cirrus Logic's written request, to conduct the defense of the claim, and (iii) providing, at Cirrus Logic's expense, reasonable assistance in connection with the defense of the claim. Cirrus Logic's liability pursuant to this section shall be limited to damages finally awarded against ATML, or settlements entered into, in connection with the claim, together with litigation costs and expenses incurred by ATML. 11.4 Cirrus Logic shall have no liability pursuant to Section 11.3 above with respect to any actual or alleged infringement caused by (i) modification of any CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY other than by Cirrus Logic, where the actual or alleged infringement would not have arisen by use of the unmodified CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY, (ii) the combination of any CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY with other items not provided by Cirrus Logic where the actual or alleged infringement would not have arisen by use of the CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY alone and not in combination with the other items.

Infringement Indemnity. 11.1 Subject to Section 11.2 below8.1 PandaWorks shall defend, ATML shall indemnify indemnify, and hold Licensee harmless Cirrus Logic from and its Affiliates against any costs, loss, liability, cost, or expense arising directly out of any actual or alleged infringement or any intellectual property or proprietary rights expense, including reasonable attorneys' fees, that Licensee incurs as a result of activities pursuant to this Agreement any claims, actions, or demands by any ATML LICENSED TECHNOLOGY a third party alleging that Licensee's licensed use of Software infringe a US patent, copyright, or ATML IMPROVEMENTS. This indemnity is conditioned on Cirrus Logic's (i) providing to ATML prompt and full disclosure of any such claimtrademark, (ii) subject to the remainder of this section, allowing ATML, at ATML's written request, to conduct to defense provided that: a. Licensee promptly notifies PandaWorks in writing of the claim, ; b. Licensee provides documents describing the allegations of infringement; c. PandaWorks has sole control of the defense of any action and (iii) providing, at ATML's expense, reasonable assistance negotiation related to the defense or settlement of any claim; and d. Licensee reasonably cooperates in connection with the defense of the claim. ATML's liability pursuant claim at PandaWorks' request and expense. 8.2 If Product(s) are found to this section shall be limited to damages finally awarded against Cirrus Logicinfringe a US patent, copyright, or settlements entered intotrademark, in connection with PandaWorks, at its own expense, may either (i) obtain rights for Licensee to continue using the claim, together with litigation costs and expenses incurred by Cirrus Logic, subject Software or to modify the next sentenceallegedly infringing elements of Software while maintaining substantially similar functionality. If Cirrus Logic neither alternative is commercially reasonable, the license shall terminate, and ATML agree (such agreement will not Licensee shall cease use of infringing Software and shall uninstall and return to PandaWorks any infringing item(s). PandaWorks' entire liability shall then be unreasonably withheld or delayed) that ATML is not financially capable of fully defending the claim, then Cirrus Logic shall be entitled to conduct the defense of the claim, at ATML's expense, including without limitation the right to set off royalties or other payment obligations of Cirrus Logic pursuant to this Agreement against amounts payable by ATML pursuant to this Agreement. 11.2 ATML shall have liability indemnify Licensee pursuant to Section 11.1 above with respect 8.1 and refund the License fees paid by Licensee to PandaWorks or its authorized distributor for the infringing items, prorated on a five (5)-year, straight-line depreciation basis beginning from the initial date of delivery, 8.3 PandaWorks shall have no obligation to defend Licensee or to pay any actual resultant costs, damages, or alleged attorneys' fees for any claims or demands alleging direct or contributory infringement caused by to the extent arising out of (i) CIRRUS LOGIC MODIFICATIONSthe combination or integration of Software with a product, process, or other modifications to the ATML LICENSED TECHNOLOGY system not supplied by PandaWorks or ATML IMPROVEMENT or other contributions to ATM CHIPS not provided specified by ATML, where the actual or alleged infringement would not have arisen but for the use of the CIRRUS LOGIC MODIFICATION or other non-ATML modification or contribution, or PandaWorks in its Documentation; (ii) the combination material alteration of ATML LICENSED TECHNOLOGY Software by anyone other than PandaWorks or ATML IMPROVEMENT with other items not provided by ATML where the actual its subcontractors; or alleged infringement would not have arisen by use of the ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT alone and not in combination with the other items. 11.3 Subject to Section 11.2 above, Cirrus Logic shall indemnify and hold harmless ATML and its Affiliates against any costs, loss, liability, or expense arising directly out of any actual or alleged infringement of any intellectual property or proprietary right as a result of activities pursuant to this Agreement by any CIRRUS LOGIC DESIGN TOOLS AND CIRRUS LOGIC TECHNOLOGY. This indemnity is conditioned on ATML's providing Cirrus Logic prompt and full disclosure of any such claim, (ii) allowing Cirrus Logic, at Cirrus Logic's written request, to conduct the defense of the claim, and (iii) providing, at Cirrus Logic's expense, reasonable assistance in connection with the defense use of the claim. Cirrus Logic's liability pursuant to this section shall be limited to damages finally awarded against ATML, Software after modifications have been provided by PandaWorks for avoiding infringement or settlements entered into, in connection with the claim, together with litigation costs and expenses incurred use after a return is ordered by ATMLPandaWorks under Section 8.2. 11.4 Cirrus Logic shall have no liability pursuant to Section 11.3 above with respect to any actual or alleged infringement caused by (i) modification of any CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY other than by Cirrus Logic, where the actual or alleged infringement would not have arisen by use of the unmodified CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY, (ii) the combination of any CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY with other items not provided by Cirrus Logic where the actual or alleged infringement would not have arisen by use of the CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY alone and not in combination with the other items8.4 THE FOREGOING STATES THE ENTIRE OBLIGATION OF PANDAWORKS AND ITS AUTHORIZED DISTRIBUTOR WITH RESPECT TO INFRINGEMENT OR ALLEGATION OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

Infringement Indemnity. 11.1 Subject In the event that the LICENSED SOFTWARE is, or in PLC's sole opinion, is likely to Section 11.2 belowbecome the subject of a claim of infringement of a patent, ATML shall indemnify trade secret, copyright, or other intellectual property right PLC shall, at its option and hold harmless Cirrus Logic expense, (a) procure for LICENSEE and its Affiliates against any costsCUSTOMERs the right to continue using and distributing the LICENSED SOFTWARE or (b) replace or modify the LICENSED SOFTWARE with a version that is non-infringing, lossbut performing substantially equivalent functions. If neither of the foregoing alternatives is reasonably available to PLC and, liability, or expense arising directly out of any actual or alleged infringement or any intellectual property or proprietary rights as a result of activities pursuant to such a claim of infringement, distribution of the LICENSED SOFTWARE is permanently enjoined, then PLC may terminate this Agreement by upon thirty (30) days written notice to LICENSEE. 11.2 PLC will defend, at its own expense, any ATML action brought against LICENSEE or its DISTRIBUTORS or CUSTOMERS to the extent that it is based on a claim that the LICENSED TECHNOLOGY SOFTWARE, or ATML IMPROVEMENTSthe use of the LICENSED SOFTWARE as described in the LICENSED DOCUMENTATION, infringes any patent, trade secret, copyright, or other intellectual property right. This indemnity is conditioned on Cirrus Logic's (i) providing PLC will indemnify LICENSEE, its DISTRIBUTORS and CUSTOMERS from any damages and fees awarded against LICENSEE, its DISTRIBUTORS and CUSTOMERS and will hold LICENSEE, its DISTRIBUTORS and CUSTOMERS harmless against all claims which are attributable to ATML prompt and full disclosure of any such claim, (ii) subject to the remainder of this section, allowing ATML, at ATML's written request, to conduct to defense of the claim, and (iii) providing, at ATML's expense, reasonable assistance provided that LICENSEE notifies PLC promptly in connection with the defense writing of the claim. ATML's liability LICENSEE shall permit PLC to defend, compromise or settle the claim and shall provide all available information, assistance and authority to enable PLC to do so. So long as PLC performs its obligations pursuant to this section section, LICENSEE shall be limited have no authority to damages finally awarded against Cirrus Logic, or settlements entered into, in connection with the claim, together with litigation costs and expenses incurred by Cirrus Logic, subject to the next sentencesettle any claim on behalf of PLC. If Cirrus Logic and ATML agree (such agreement will not be unreasonably withheld or delayed) that ATML is not financially capable of fully defending the claim, then Cirrus Logic LICENSEE shall be entitled to conduct participate in the defense of the claimany such claim or action, at ATML's its expense, including without limitation the right to set off royalties or other payment obligations through counsel of Cirrus Logic pursuant to this Agreement against amounts payable by ATML pursuant to this Agreementits choosing. 11.2 ATML 11.3 PLC shall have no liability pursuant for any claim of infringement to Section 11.1 above with respect to any actual or alleged infringement the extent caused by the (ia) CIRRUS LOGIC MODIFICATIONSuse of other than the latest release of the LICENSED SOFTWARE from PLC, or other modifications to the ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT or other contributions to ATM CHIPS not provided if such infringement could have been avoided by ATML, where the actual or alleged infringement would not have arisen but for the use of the CIRRUS LOGIC MODIFICATION then latest release of the LICENSED SOFTWARE and such latest version had been available to LICENSEE under this Agreement, (b) use of the LICENSED SOFTWARE in an environment other than as specified in the LICENSED DOCUMENTATION, (c) use or combination of the LICENSED SOFTWARE with software, hardware or other non-ATML modification or contributionmaterials not provided by PLC, or (ii) the combination of ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT with other items not provided by ATML where the actual or alleged infringement would not have arisen by use of the ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT alone and not in combination with the other items. 11.3 Subject to Section 11.2 above, Cirrus Logic shall indemnify and hold harmless ATML and its Affiliates against any costs, loss, liability, or expense arising directly out of any actual or alleged infringement of any intellectual property or proprietary right as a result of activities pursuant to this Agreement by any CIRRUS LOGIC DESIGN TOOLS AND CIRRUS LOGIC TECHNOLOGY. This indemnity is conditioned on ATML's providing Cirrus Logic prompt and full disclosure of any such claim, (ii) allowing Cirrus Logic, at Cirrus Logic's written request, to conduct the defense of the claim, and (iii) providing, at Cirrus Logic's expense, reasonable assistance in connection with the defense of the claim. Cirrus Logic's liability pursuant to this section shall be limited to damages finally awarded against ATML, or settlements entered into, in connection with the claim, together with litigation costs and expenses incurred by ATML. 11.4 Cirrus Logic shall have no liability pursuant to Section 11.3 above with respect to any actual or alleged infringement caused by (id) modification of the LICENSED SOFTWARE by any CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY person other than by Cirrus Logic, where the actual or alleged infringement would not have arisen by use of the unmodified CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY, (ii) the combination of any CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY with other items not provided by Cirrus Logic where the actual or alleged infringement would not have arisen by use of the CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY alone and not in combination with the other items.PLC. Proprietary & Confidential 25

Infringement Indemnity. 11.1 Subject For purposes of this Section, "Licensed ---------------------- Program" means the Software that one party ("Indemnitor") licenses to Section 11.2 belowthe other party ("Indemnitee") or to which Indemnitor provides Indemnitee Access. Each party will defend any action brought or threatened against the other party to the extent that such action is based on a claim that a Licensed Program, ATML shall indemnify and hold harmless Cirrus Logic and its Affiliates against any costsused within the scope of the rights granted in this Agreement, loss, liability, or expense arising directly out of any actual or alleged infringement or any intellectual property or proprietary rights as a result of activities pursuant to this Agreement by any ATML LICENSED TECHNOLOGY or ATML IMPROVEMENTS. This indemnity is conditioned on Cirrus Logic's (i) providing to ATML prompt and full disclosure of any such claiminfringes a copyright enforceable in the United States, (ii) subject to the remainder of this sectioninfringes a United States patent, allowing ATML, at ATML's written request, to conduct to defense of the claim, and or (iii) providingconstitutes misappropriation or unlawful disclosure or use of another party's trade secret under United States law. Indemnitor will bear the expense of such defense and pay any damages and attorneys' fees finally awarded by a court of competent jurisdiction which are attributable to such claim, provided that Indemnitee notifies Indemnitor promptly in writing of the claim and that Indemnitee allows Indemnitor to fully direct the defense or settlement of such claim. Indemnitor shall not be responsible for any settlement or compromise made without its consent. Should the Licensed Program become, or in Indemnitor's opinion be likely to become, the subject of a claim of infringement of a copyright or patent, Indemnitor will, at ATML's expenseits option, reasonable assistance in connection with the defense of the claim. ATML's liability pursuant attempt to this section shall be limited to damages finally awarded against Cirrus Logic, or settlements entered into, in connection with the claim, together with litigation costs and expenses incurred by Cirrus Logic, subject to the next sentence. If Cirrus Logic and ATML agree (such agreement will not be unreasonably withheld or delayed) that ATML is not financially capable of fully defending the claim, then Cirrus Logic shall be entitled to conduct the defense of the claim, at ATML's expense, including without limitation procure for Indemnitee the right to set off royalties continue using the Licensed Program, or other payment obligations of Cirrus Logic pursuant replace or modify the Licensed Program to this Agreement against amounts payable by ATML pursuant to this Agreement. 11.2 ATML shall have liability pursuant to Section 11.1 above with respect to any actual or alleged infringement caused by make its use hereunder non-infringing. If neither option is reasonably available in Indemnitor's judgment, then (i) CIRRUS LOGIC MODIFICATIONSat Indemnitor's request, or other modifications Indemnitee shall return the Licensed Program to Indemnitor and (ii) the rights granted to the ATML LICENSED TECHNOLOGY other party in such Licensed Program hereunder shall terminate. Indemnitor shall have no liability to Indemnitee hereunder if any claim of infringement is based upon the use of the Licensed Program delivered hereunder in connection or ATML IMPROVEMENT in combination with equipment, devices or other contributions to ATM CHIPS software not supplied by Indemnitor under this Agreement or used in a manner for which the Licensed Program was not designed. Moreover, Indemnitor shall have no liability if Indemnitee modifies any Licensed Program provided by ATML, where the actual or alleged Indemnitor under this Agreement and such infringement would not have arisen occurred but for the use of the CIRRUS LOGIC MODIFICATION or other non-ATML modification or contributionsuch modification, or (ii) uses the combination Licensed Program in the practice of ATML LICENSED TECHNOLOGY a patented process and there would be no infringement in the absence of such practice, or ATML IMPROVEMENT such claim arises out of Indemnitor's compliance with other items not specifications provided by ATML where the actual or alleged Indemnitee to Indemnitor and such infringement would not have arisen by use of the ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT alone and not in combination with the other items. 11.3 Subject to Section 11.2 above, Cirrus Logic shall indemnify and hold harmless ATML and its Affiliates against any costs, loss, liability, or expense arising directly out of any actual or alleged infringement of any intellectual property or proprietary right as a result of activities pursuant to this Agreement by any CIRRUS LOGIC DESIGN TOOLS AND CIRRUS LOGIC TECHNOLOGYoccurred but for such compliance. This indemnity is conditioned on ATMLSection states Indemnitor's providing Cirrus Logic prompt and full disclosure of any such claim, (ii) allowing Cirrus Logic, at Cirrus Logic's written request, entire obligation to conduct the defense of the claim, and (iii) providing, at Cirrus Logic's expense, reasonable assistance in connection with the defense of the claim. Cirrus Logic's liability pursuant to this section shall be limited to damages finally awarded against ATML, or settlements entered into, in connection with the claim, together with litigation costs and expenses incurred by ATMLIndemnitee regarding infringement. 11.4 Cirrus Logic shall have no liability pursuant to Section 11.3 above with respect to any actual or alleged infringement caused by (i) modification of any CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY other than by Cirrus Logic, where the actual or alleged infringement would not have arisen by use of the unmodified CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY, (ii) the combination of any CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY with other items not provided by Cirrus Logic where the actual or alleged infringement would not have arisen by use of the CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY alone and not in combination with the other items.

Infringement Indemnity. 11.1 Subject to Section 11.2 belowSeller hereby indemnifies USRA, ATML shall indemnify its successors, assigns, agents, customers, and hold harmless Cirrus Logic and its Affiliates users of any Work Product against any costs, loss, damage, or liability, or expense arising directly out of any actual or alleged infringement or any intellectual property or proprietary rights as a result of activities pursuant to this Agreement by any ATML LICENSED TECHNOLOGY or ATML IMPROVEMENTS. This indemnity is conditioned on Cirrus Logic's (i) providing to ATML prompt and full disclosure of any such claim, (ii) subject to the remainder of this section, allowing ATML, at ATML's written request, to conduct to defense of the claim, and (iii) providing, at ATML's expense, reasonable assistance in connection with the defense of the claim. ATML's liability pursuant to this section shall be limited to damages finally awarded against Cirrus Logic, or settlements entered into, in connection with the claim, together with litigation including costs and expenses and attorneys’ fees, which may be incurred by Cirrus Logicon account of any suit, subject to the next sentence. If Cirrus Logic and ATML agree (such agreement will not be unreasonably withheld or delayed) that ATML is not financially capable of fully defending the claim, then Cirrus Logic shall be entitled to conduct the defense of the claim, at ATML's expense, including without limitation the right to set off royalties or other payment obligations of Cirrus Logic pursuant to this Agreement against amounts payable by ATML pursuant to this Agreement. 11.2 ATML shall have liability pursuant to Section 11.1 above with respect to any actual or alleged infringement caused by (i) CIRRUS LOGIC MODIFICATIONSjudgment, or other modifications to the ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT or other contributions to ATM CHIPS not provided by ATML, where the actual or alleged demand involving infringement would not have arisen but for the use of the CIRRUS LOGIC MODIFICATION or other non-ATML modification or contribution, or (ii) the combination of ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT with other items not provided by ATML where the actual or alleged infringement would not have arisen by use of the ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT alone and not in combination with the other items. 11.3 Subject to Section 11.2 above, Cirrus Logic shall indemnify and hold harmless ATML and its Affiliates against any costs, loss, liability, or expense arising directly out of any actual or alleged infringement of any intellectual property rights in the manufacture, use or proprietary right as a result of activities pursuant to this Agreement by any CIRRUS LOGIC DESIGN TOOLS AND CIRRUS LOGIC TECHNOLOGY. This indemnity is conditioned on ATML's providing Cirrus Logic prompt and full disclosure disposition of any such claimWork Product hereunder, (ii) allowing Cirrus Logicprovided USRA shall notify Seller of any suit instituted against it, at Cirrus Logic's written requestand to the full extent of its ability to do so, shall permit Seller to conduct participate in the defense of the claimsame or to make settlement in respect thereto. USRA does not grant indemnity to Seller for infringement of any intellectual property rights, including patent, trademark, copyright, trade secret, trade xxxx, mask works, or data rights. Proprietary/Confidential Information. The work done hereunder, information and data provided by USRA for this work, and (iii) providingthe resultant reports and/or findings are considered to be proprietary and confidential information of USRA. If a separate Proprietary Information Agreement exists between the Parties, at Cirrus Logic's expensewhich relates to the subject matter of this Agreement, reasonable assistance in connection with then Proprietary Information furnished by one Party to the defense of the claim. Cirrus Logic's liability other Party shall be protected pursuant to such Proprietary Information Agreement. If no separate Proprietary Information Agreement exists between the Parties, The Seller shall protect all such information as Seller protects his/her own proprietary and confidential information. The Seller shall not publish or otherwise disclose or make available to others the results of this section effort without the expressed written consent of USRA. Seller further agrees to use Proprietary Information only for purposes necessary for performing this Agreement. Neither the existence of this Agreement nor the disclosure hereunder of Proprietary Information or any other information shall be limited to damages finally awarded against ATMLconstrued as granting expressly by implication, by estoppel or settlements entered intootherwise, in connection with the claima license under any invention or patent now or hereafter owned or controlled by USRA or USRA’s customer, together with litigation costs and expenses incurred by ATML. 11.4 Cirrus Logic shall have no liability pursuant to Section 11.3 above except as specifically set forth herein. Seller’s obligations with respect to any actual Proprietary Information disclosed hereunder prior to the performance in full, termination or alleged infringement caused cancellation of this Agreement shall not, except as expressly set forth herein, be affected by (i) modification of any CIRRUS LOGIC DESIGN TOOLS such performance in full, termination, or CIRRUS LOGIC TECHNOLOGY other than by Cirrus Logic, where the actual or alleged infringement would not have arisen by use of the unmodified CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY, (ii) the combination of any CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY with other items not provided by Cirrus Logic where the actual or alleged infringement would not have arisen by use of the CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY alone and not in combination with the other itemscancellation.

Infringement Indemnity. 11.1 Subject to Section 11.2 below, ATML shall indemnify and hold harmless Cirrus Logic and its Affiliates 8.1. If a third party asserts a claim against any costs, loss, liability, or expense arising directly out Customer asserting that Customer’s use of any actual or alleged infringement or any intellectual property or proprietary rights as a result of activities pursuant to Deliverable in accordance with this Agreement violates that third-party’s patent, trade secret or copyright (“Customer Infringement Claim”), then BMC will, at its own expense: (a) defend or settle the Customer Infringement Claim; and (b) indemnify Customer for any damages finally awarded against Customer, but only if: Customer promptly notifies BMC of the Customer Infringement Claim, BMC retains sole control of the defense of the Customer Infringement Claim and all negotiations for its settlement or compromise, and Customer provides all reasonable assistance requested by any ATML LICENSED TECHNOLOGY or ATML IMPROVEMENTSBMC. This indemnity BMC’s obligations above will not apply if the Customer Infringement Claim is conditioned based on Cirrus Logic's (i) providing to ATML prompt and full disclosure the use of any such claimthe Deliverable in combination with products not supplied or approved by BMC in writing or in the Deliverable's user manuals, (ii) subject to the remainder of this section, allowing ATML, at ATML's written request, to conduct to defense modification of the claimDeliverable other than by BMC, and or (iii) providingthe failure of Customer to use any updates to such Deliverable within a reasonable time after such updates are made available to Customer. If BMC believes a Deliverable may violate a right, then BMC will, at ATMLits expense: (a) modify the Deliverable, or (b) procure the right to continue using the Deliverable, and if (a) or (b) are not commercially reasonable, terminate Customer's right to use the Deliverable and issue a refund prorated over five years from the completion date of the related Order. 8.2. If a third party asserts a claim against BMC asserting that BMC’s use of Customer Property in accordance with this Agreement violates that third-party’s patent, trade secret or copyright (“BMC Infringement Claim”), then Customer will, at its own expense: (a) defend or settle the BMC Infringement Claim; and (b) indemnify BMC for any damages finally awarded against BMC, reasonable assistance in connection with but only if: BMC promptly notifies Customer of the BMC Infringement Claim, Customer retains sole control of the defense of the claim. ATML's liability pursuant to this section shall be limited to damages finally awarded against Cirrus LogicBMC Infringement Claim and all negotiations for its settlement or compromise, or settlements entered into, in connection with the claim, together with litigation costs and expenses incurred BMC provides all reasonable assistance requested by Cirrus Logic, subject to the next sentence. If Cirrus Logic and ATML agree (such agreement will not be unreasonably withheld or delayed) that ATML is not financially capable of fully defending the claim, then Cirrus Logic shall be entitled to conduct the defense of the claim, at ATML's expense, including without limitation the right to set off royalties or other payment obligations of Cirrus Logic pursuant to this Agreement against amounts payable by ATML pursuant to this AgreementCustomer. 11.2 ATML shall have liability pursuant to Section 11.1 above with respect to any actual or alleged infringement caused by (i) CIRRUS LOGIC MODIFICATIONS, or other modifications to the ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT or other contributions to ATM CHIPS not provided by ATML, where the actual or alleged infringement would not have arisen but for the use of the CIRRUS LOGIC MODIFICATION or other non-ATML modification or contribution, or (ii) the combination of ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT with other items not provided by ATML where the actual or alleged infringement would not have arisen by use of the ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT alone and not in combination with the other items. 11.3 Subject to Section 11.2 above, Cirrus Logic shall indemnify and hold harmless ATML and its Affiliates against any costs, loss, liability, or expense arising directly out of any actual or alleged infringement of any intellectual property or proprietary right as a result of activities pursuant to this Agreement by any CIRRUS LOGIC DESIGN TOOLS AND CIRRUS LOGIC TECHNOLOGY8.3. This indemnity is conditioned on ATML's providing Cirrus Logic prompt Section 8 contains each party’s exclusive remedy and full disclosure of any such claim, (ii) allowing Cirrus Logic, at Cirrus Logic's written request, to conduct the defense of the claim, and (iii) providing, at Cirrus Logic's expense, reasonable assistance in connection with the defense of the claim. Cirrus Logic's sole liability pursuant to this section shall be limited to damages finally awarded against ATML, or settlements entered into, in connection with the claim, together with litigation costs and expenses incurred by ATMLfor Infringement Claims. 11.4 Cirrus Logic shall have no liability pursuant to Section 11.3 above with respect to any actual or alleged infringement caused by (i) modification of any CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY other than by Cirrus Logic, where the actual or alleged infringement would not have arisen by use of the unmodified CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY, (ii) the combination of any CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY with other items not provided by Cirrus Logic where the actual or alleged infringement would not have arisen by use of the CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY alone and not in combination with the other items.

Infringement Indemnity. 11.1 Subject to Section 11.2 below, ATML shall Licensor will defend and indemnify and hold Licensee employees, officers, and directors of Licensee harmless Cirrus Logic against a claim that Programs furnished and its Affiliates against any costs, loss, liabilityused within the scope of this Agreement misappropriate a trade secret or trademark, or expense arising directly out infringe a copyright or patent, of any actual or alleged infringement or any intellectual property or proprietary rights as country which is a result of activities pursuant to this Agreement by any ATML LICENSED TECHNOLOGY or ATML IMPROVEMENTS. This indemnity is conditioned on Cirrus Logic's (i) providing to ATML prompt and full disclosure of any such claim, (ii) subject signatory to the remainder Berne Convention or the Universal Copyright Convention and which has executed implementing legislation, provided that: (a) Licensee notifies Licensor promptly in writing its receipt of this section, allowing ATML, at ATML's written request, to conduct to defense notice of the claim; (b) Licensor has sole control of the defense and all related settlement negotiations; and (c) Licensee provides Licensor with reasonable assistance, information, and (iii) providing, at ATML's expense, reasonable assistance in connection with the defense of the claimauthority necessary to perform Licensor’s obligations under this paragraph. ATML's liability pursuant to this section shall be limited to damages finally awarded against Cirrus Logic, or settlements entered into, in connection with the claim, together with litigation costs and expenses incurred by Cirrus Logic, subject to the next sentence. If Cirrus Logic and ATML agree (such agreement will not be unreasonably withheld or delayed) that ATML is not financially capable of fully defending the claim, then Cirrus Logic shall be entitled to conduct the defense of the claim, at ATML's expense, including without limitation the right to set off royalties or other payment obligations of Cirrus Logic pursuant to this Agreement against amounts payable by ATML pursuant to this Agreement. 11.2 ATML shall have liability pursuant to Section 11.1 above with respect to any actual or alleged infringement caused by (i) CIRRUS LOGIC MODIFICATIONS, or other modifications to the ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT or other contributions to ATM CHIPS not provided by ATML, where the actual or alleged infringement would not have arisen but for the use of the CIRRUS LOGIC MODIFICATION or other non-ATML modification or contribution, or (ii) the combination of ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT with other items not provided by ATML where the actual or alleged infringement would not have arisen by use of the ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT alone and not in combination with the other items. 11.3 Subject to Section 11.2 above, Cirrus Logic shall indemnify and hold harmless ATML and its Affiliates against any costs, loss, liability, or expense arising directly out of any actual or alleged infringement of any intellectual property or proprietary right as a result of activities pursuant to this Agreement by any CIRRUS LOGIC DESIGN TOOLS AND CIRRUS LOGIC TECHNOLOGY. This indemnity is conditioned on ATML's providing Cirrus Logic prompt and full disclosure of any such claim, (ii) allowing Cirrus Logic, at Cirrus Logic's written request, to conduct the defense of the claim, and (iii) providing, at Cirrus Logic's expense, reasonable assistance in connection with the defense of the claim. Cirrus Logic's liability pursuant to this section shall be limited to damages finally awarded against ATML, or settlements entered into, in connection with the claim, together with litigation costs and expenses incurred by ATML. 11.4 Cirrus Logic Licensor shall have no liability pursuant for any claim of infringement to Section 11.3 above with respect to any actual the extent it is based on (a) the combination, operation, or alleged infringement caused by (i) modification use of any CIRRUS LOGIC DESIGN TOOLS Programs furnished under this Agreement with software, hardware, or CIRRUS LOGIC TECHNOLOGY other than materials not furnished by Cirrus LogicLicensor; (b) modifications made to the Programs not authorized by the Licensor. In the event the Programs are held or are believed by Licensor to infringe, where Licensor shall have the actual option, at its expense, to (a) modify the Programs to be non-infringing; (b) obtain for Licensee a license to continue using the Programs; or alleged infringement would not have arisen by use (c) terminate the license for the infringing Programs and refund the license fees paid for those Programs. As of the unmodified CIRRUS LOGIC DESIGN TOOLS Effective Date of this Agreement, to the best of Licensor’s knowledge, there exist no claims or CIRRUS LOGIC TECHNOLOGYencumbrances which, (ii) in Licensor’s opinion, would preclude Licensee’s right to use the combination Programs in accordance with this Agreement. This Paragraph 5.1 states Licensor’s entire liability and Licensee’s exclusive remedy for infringement. Licensor’s obligations under this Paragraph shall survive termination or expiration of any CIRRUS LOGIC DESIGN TOOLS this Agreement or CIRRUS LOGIC TECHNOLOGY with other items not provided by Cirrus Logic where the actual relevant Program license only for claims of infringement in which the claimed infringement is alleged to have occurred during the term of this Agreement or alleged infringement would not have arisen by use of the CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY alone and not in combination with the other itemsrelevant Program license.

Infringement Indemnity. 11.1 Subject to Section 11.2 below, ATML shall indemnify 8.1 K°Air will defend at its expense and hold harmless Cirrus Logic pay the costs and its Affiliates against any costs, loss, liability, or expense arising directly out of any actual or alleged infringement or any intellectual property or proprietary rights as a result of activities pursuant to this Agreement by any ATML LICENSED TECHNOLOGY or ATML IMPROVEMENTS. This indemnity is conditioned on Cirrus Logic's (i) providing to ATML prompt and full disclosure of any such claim, (ii) subject to the remainder of this section, allowing ATML, at ATML's written request, to conduct to defense of the claim, and (iii) providing, at ATML's expense, reasonable assistance in connection with the defense of the claim. ATML's liability pursuant to this section shall be limited to damages finally awarded against Cirrus Logic, or settlements entered intoLicensee in any action against Licensee that Licensee’s distribution of the Product, in connection accordance with the claimterms of this Agreement infringes any valid copyright, together with litigation costs and expenses incurred by Cirrus Logicpatent or trademark in the Territory, subject provided that: (a) the Licensee provides prompt written notice to the next sentence. If Cirrus Logic and ATML agree K°Air (such agreement will not be unreasonably withheld or delayedincluding notice of any prior related claims); (b) that ATML is not financially capable K°Air has sole control of fully defending the claim, then Cirrus Logic shall be entitled to conduct the defense and all related settlement negotiations; and (c) Licensee, and those for whom Licensee is in law responsible, provides K°Air, at K°Air’s expense, with the assistance, information, and authority necessary to perform K°Air’s obligations under this section. K°Air shall have no liability if the action results from: (i) the use of the claim, at ATML's expense, including without limitation Product for purposes or in an environment for which it was not designed; (ii) modification of the right Product by anyone other than K°Air or by anyone authorized by K°Air; (iii) distribution of any Product or display or use of any Xxxx after K°Air’s notice to set off royalties Licensee that it should cease distribution or other payment obligations use of Cirrus Logic pursuant such Product and/or Xxxx due to this Agreement against amounts payable by ATML pursuant to a possible infringement; or (iv) Licensee is otherwise in material breach of the terms and conditions of this Agreement. 11.2 ATML shall have 8.2 If a final injunction is obtained in such action against Licensee’s distribution of the Product or if in K°Air’s opinion the Product is likely to become the subject of a claim of infringement, K°Air may at its sole option and expense either procure for Licensee the right to distribute the Product or replace or modify the Product so that it becomes non‐infringing or, if K°Air determines, in its sole discretion, that the foregoing options are not commercially reasonable, grant Licensee a credit for the fees or royalties paid by Licensee to K°Air in respect of any Product remaining in the inventory of Licensee and terminate this Agreement. 8.3 The foregoing states the entire liability pursuant to Section 11.1 above of K°Air and exclusive remedy of Licensee with respect to any actual intellectual or alleged infringement caused by (i) CIRRUS LOGIC MODIFICATIONS, or other modifications to the ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT or other contributions to ATM CHIPS not provided by ATML, where the actual or alleged infringement would not have arisen but for the use of the CIRRUS LOGIC MODIFICATION or other non-ATML modification or contribution, or (ii) the combination of ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT with other items not provided by ATML where the actual or alleged infringement would not have arisen by use of the ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT alone and not in combination with the other itemsindustrial property infringement. 11.3 Subject to Section 11.2 above, Cirrus Logic shall indemnify and hold harmless ATML and its Affiliates against any costs, loss, liability, or expense arising directly out of any actual or alleged infringement of any intellectual property or proprietary right as a result of activities pursuant to this Agreement by any CIRRUS LOGIC DESIGN TOOLS AND CIRRUS LOGIC TECHNOLOGY. This indemnity is conditioned on ATML's providing Cirrus Logic prompt and full disclosure of any such claim, (ii) allowing Cirrus Logic, at Cirrus Logic's written request, to conduct the defense of the claim, and (iii) providing, at Cirrus Logic's expense, reasonable assistance in connection with the defense of the claim. Cirrus Logic's liability pursuant to this section shall be limited to damages finally awarded against ATML, or settlements entered into, in connection with the claim, together with litigation costs and expenses incurred by ATML. 11.4 Cirrus Logic shall have no liability pursuant to Section 11.3 above with respect to any actual or alleged infringement caused by (i) modification of any CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY other than by Cirrus Logic, where the actual or alleged infringement would not have arisen by use of the unmodified CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY, (ii) the combination of any CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY with other items not provided by Cirrus Logic where the actual or alleged infringement would not have arisen by use of the CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY alone and not in combination with the other items.

Infringement Indemnity. 11.1 Subject to Section 11.2 belowSCPDC warrants that the Software will not infringe upon any copyright, ATML patent, trade secret or other intellectual property, proprietary, or ownership interest or legal rights of any third party. SCPDC shall, at its expense, hold harmless, indemnify, defend or settle any claim, action or allegation brought against Licensee, its officers, employees, and agents that the Software infringes any patent, copyright, trade secret or other proprietary right of any third party and shall indemnify pay any costs and hold harmless Cirrus Logic damages awarded against Licensee in any such action including, but not limited to, attorneys’ fees and its Affiliates against any costs, loss, liability, final judgments awarded or expense arising directly out of any actual or alleged infringement or any intellectual property or proprietary rights as a result of activities pursuant settlements entered in the action; provided that Licensee gives prompt written notice to this Agreement by any ATML LICENSED TECHNOLOGY or ATML IMPROVEMENTS. This indemnity is conditioned on Cirrus Logic's (i) providing to ATML prompt and full disclosure SCPDC of any such claim, (ii) subject action or allegation of infringement and gives SCPDC the authority to proceed as contemplated herein. SCPDC will have the remainder of this section, allowing ATML, at ATML's written request, to conduct to defense of the claim, and (iii) providing, at ATML's expense, reasonable assistance in connection with the defense of the claim. ATML's liability pursuant to this section shall be limited to damages finally awarded against Cirrus Logic, or settlements entered into, in connection with the claim, together with litigation costs and expenses incurred by Cirrus Logic, subject to the next sentence. If Cirrus Logic and ATML agree (such agreement will not be unreasonably withheld or delayed) that ATML is not financially capable of fully defending the claim, then Cirrus Logic shall be entitled to conduct the defense of the claim, at ATML's expense, including without limitation the exclusive right to set off royalties or other payment obligations of Cirrus Logic pursuant to this Agreement against amounts payable by ATML pursuant to this Agreement. 11.2 ATML shall have liability pursuant to Section 11.1 above with respect to any actual or alleged infringement caused by (i) CIRRUS LOGIC MODIFICATIONS, or other modifications to the ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT or other contributions to ATM CHIPS not provided by ATML, where the actual or alleged infringement would not have arisen but for the use of the CIRRUS LOGIC MODIFICATION or other non-ATML modification or contribution, or (ii) the combination of ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT with other items not provided by ATML where the actual or alleged infringement would not have arisen by use of the ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT alone and not in combination with the other items. 11.3 Subject to Section 11.2 above, Cirrus Logic shall indemnify and hold harmless ATML and its Affiliates against any costs, loss, liability, or expense arising directly out of any actual or alleged infringement of any intellectual property or proprietary right as a result of activities pursuant to this Agreement by any CIRRUS LOGIC DESIGN TOOLS AND CIRRUS LOGIC TECHNOLOGY. This indemnity is conditioned on ATML's providing Cirrus Logic prompt and full disclosure of defend any such claim, (ii) allowing Cirrus Logicaction or allegation and make settlements thereof at its own discretion, and Licensee may not settle or compromise such claim, action or allegation, except with prior written consent of SCPDC. Licensee shall give such assistance and information as SCPDC may reasonably require to settle or oppose such claims. In the event any such infringement, claim, action or allegation is brought or threatened, SCPDC may, at Cirrus Logic's written request, its sole option and expense: (a) Procure for Licensee the right to conduct the defense continue Use of the claimSoftware or infringing part thereof; or (b) Modify or amend the Software or infringing part thereof, and (iii) providingor replace the Software or infringing part thereof with other software having substantially the same or better capabilities; or, at Cirrus Logic's expense, reasonable assistance in connection with the defense if neither of the claimforegoing is commercially practicable; or (c) Terminate this Agreement and repay to Licensee the License Fees and maintenance fees paid for the annual term during which this Agreement is terminated. Cirrus Logic's liability pursuant SCPDC’s obligation to indemnify under this section shall be limited continue following whichever of these options is selected, including the option to damages finally awarded against ATML, or settlements entered into, in connection with the claim, together with litigation costs and expenses incurred by ATMLterminate. 11.4 Cirrus Logic shall have no liability pursuant to Section 11.3 above with respect to any actual or alleged infringement caused by (i) modification of any CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY other than by Cirrus Logic, where the actual or alleged infringement would not have arisen by use of the unmodified CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY, (ii) the combination of any CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY with other items not provided by Cirrus Logic where the actual or alleged infringement would not have arisen by use of the CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY alone and not in combination with the other items.

Infringement Indemnity. 11.1 Subject to Section 11.2 below8.1. FireEye shall defend Customer, ATML shall indemnify and hold harmless Cirrus Logic and its Affiliates officers, directors and employees, against any costs, loss, liability, third party action alleging that the FireEye Materials infringes a valid U.S. patent or expense arising directly out of any actual or alleged infringement or any intellectual property or proprietary rights copyright issued as a result of activities pursuant to this Agreement by any ATML LICENSED TECHNOLOGY or ATML IMPROVEMENTS. This indemnity is conditioned on Cirrus Logic's (i) providing to ATML prompt and full disclosure of any such claim, (ii) subject to the remainder of this section, allowing ATML, at ATML's written request, to conduct to defense of the claimdate of delivery or performance, as applicable, and (iii) providing, at ATML's expense, reasonable assistance in connection with the defense of the claim. ATML's liability pursuant to this section FireEye shall be limited to damages finally awarded against Cirrus Logic, or pay all settlements entered into, and all final judgments and costs (including reasonable attorneys’ fees) finally awarded against such party in connection with such action. If the FireEye Materials, or parts thereof, become, or in FireEye’s opinion may become, the subject of an infringement claim, together with litigation costs and expenses incurred by Cirrus Logic, subject to the next sentence. If Cirrus Logic and ATML agree (such agreement will not be unreasonably withheld or delayed) that ATML is not financially capable of fully defending the claim, then Cirrus Logic shall be entitled to conduct the defense of the claimFireEye may, at ATML's expense, including without limitation its option: (i) procure for Customer the right to set off royalties continue using the applicable FireEye Materials; (ii) modify or other payment obligations replace such FireEye Materials with a substantially equivalent non-infringing FireEye Materials; or (iii) require the return of Cirrus Logic pursuant such FireEye Materials or cease providing affected Product, Subscriptions, Deliverables or Services, and refund to this Agreement against amounts payable by ATML pursuant Customer, with respect to this AgreementProducts, a pro-rata portion of the purchase price of such Products based on a three-year straight line amortization of the purchase price, and with respect to Subscriptions, a portion of any pre-paid Fees for such Subscriptions, pro rated for any unused Subscription Term, and with respect to Services, any pre-paid Fees for Services that have not been delivered. THIS SECTION 8.1 STATES THE ENTIRE LIABILITY OF FIREEYE AND CUSTOMER’S SOLE REMEDY WITH RESPECT TO ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS BY THE OFFERINGS, FIREEYE MATERIALS, OR DELIVERABLES. 11.2 ATML 8.2. FireEye shall have liability pursuant to Section 11.1 above no indemnification obligations with respect to any actual or alleged infringement caused by action arising out of: (i) CIRRUS LOGIC MODIFICATIONS, or other modifications to the ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT or other contributions to ATM CHIPS not provided by ATML, where the actual or alleged infringement would not have arisen but for the use of the CIRRUS LOGIC MODIFICATION any Product, Subscription, Deliverable, or Service, or any part thereof, in combination with software or other non-ATML modification or contribution, or products not supplied by FireEye; (ii) any modification of the combination of ATML LICENSED TECHNOLOGY Products, Subscriptions, Deliverables, or ATML IMPROVEMENT with other items Services not provided performed or expressly authorized by ATML where FireEye; or (iii) the actual or alleged infringement would not have arisen by use of any the ATML LICENSED TECHNOLOGY Products, Subscriptions, Deliverables, or ATML IMPROVEMENT alone Services other than in accordance with this Agreement and not in combination with the other itemsapplicable Documentation. 11.3 Subject 8.3. The indemnification obligations shall be subject to Section 11.2 above, Cirrus Logic shall indemnify and hold harmless ATML and its Affiliates against any costs, loss, liability, or expense arising directly out Customer: (i) notifying FireEye within ten (10) days of receiving notice of any actual threat or alleged infringement claim in writing of such action; (ii) giving FireEye exclusive control and authority over the defense or settlement of such action; (iii) not entering into any intellectual property settlement or proprietary right as a result of activities pursuant to this Agreement by any CIRRUS LOGIC DESIGN TOOLS AND CIRRUS LOGIC TECHNOLOGY. This indemnity is conditioned on ATML's providing Cirrus Logic prompt and full disclosure compromise of any such claim, (ii) allowing Cirrus Logic, at Cirrus Logic's action without FireEye’s prior written request, to conduct the defense of the claim, consent; and (iiiiv) providing, at Cirrus Logic's expense, providing reasonable assistance in connection with the defense of the claim. Cirrus Logic's liability pursuant to this section shall be limited to damages finally awarded against ATML, or settlements entered into, in connection with the claim, together with litigation costs and expenses incurred requested by ATMLFireEye. 11.4 Cirrus Logic shall have no liability pursuant to Section 11.3 above with respect to any actual or alleged infringement caused by (i) modification of any CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY other than by Cirrus Logic, where the actual or alleged infringement would not have arisen by use of the unmodified CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY, (ii) the combination of any CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY with other items not provided by Cirrus Logic where the actual or alleged infringement would not have arisen by use of the CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY alone and not in combination with the other items.

Infringement Indemnity. 11.1 Subject to Section 11.2 the limitations below, ATML shall and as Sprint’s sole and exclusive remedy, Sycamore agrees to (a) assume the defense of Sprint against all claims brought by a 3rd party and all judicial or governmental actions that the products as delivered by Sprint infringe or misappropriate any U.S. patent rights, copyrights, trade secrets or trademarks of such 3rd party, and (b) to indemnify and Sprint-Sycamore Proprietary Information 21 hold Sprint harmless Cirrus Logic from and its Affiliates against all final awards of damages in favor a 3rd party based upon claims and judicial or governmental determinations that the products as delivered by Sycamore infringe or misappropriate any costsU.S. patent rights, losscopyrights, liabilitytrade secrets, or expense arising directly out trademarks of such 3rd party. Sycamore’s obligation hereunder is predicated upon Sprint’s prompt notification to Sycamore of any actual or alleged infringement threatened claim, Sprint’s reasonable cooperation in the defense thereof and the granting to Sycamore of the sole control over the defense or settlement of the claim. In the event the use or sale of all or any intellectual property portion of the products is enjoined, or proprietary rights in Sycamore’s judgment may be enjoined, as a result of activities pursuant to this Agreement by any ATML LICENSED TECHNOLOGY a suit based on alleged infringement or ATML IMPROVEMENTS. This indemnity is conditioned on Cirrus Logic's (i) providing to ATML prompt and full disclosure of any such claim, (ii) subject to the remainder of this section, allowing ATML, at ATML's written request, to conduct to defense misappropriation of the claim3rd party intellectual property rights, and Sprint agrees to either: (iiia) providing, at ATML's expense, reasonable assistance in connection with the defense of the claim. ATML's liability pursuant to this section shall be limited to damages finally awarded against Cirrus Logic, or settlements entered into, in connection with the claim, together with litigation costs and expenses incurred by Cirrus Logic, subject to the next sentence. If Cirrus Logic and ATML agree (such agreement will not be unreasonably withheld or delayed) that ATML is not financially capable of fully defending the claim, then Cirrus Logic shall be entitled to conduct the defense of the claim, at ATML's expense, including without limitation procure for Sprint the right to set off royalties or other payment obligations of Cirrus Logic pursuant continue to this Agreement against amounts payable by ATML pursuant to this Agreement. 11.2 ATML shall have liability pursuant to Section 11.1 above with respect to any actual or alleged infringement caused by (i) CIRRUS LOGIC MODIFICATIONS, or other modifications to use the ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT or other contributions to ATM CHIPS not provided by ATML, where the actual or alleged infringement would not have arisen but for the use of the CIRRUS LOGIC MODIFICATION or other non-ATML modification or contributionproduct, or (iib) replace or modify the combination of ATML LICENSED TECHNOLOGY infringing or ATML IMPROVEMENT with other items misappropriating product so that it becomes non-infringing. In the event that the foregoing alternatives cannot provided be reasonably accomplished by ATML where the actual or alleged infringement would Sycamore, Sycamore shall direct Sprint to [*] The foregoing shall not have arisen by use of the ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT alone and not in combination with the other items. 11.3 Subject apply: (a) to Section 11.2 aboveany designs, Cirrus Logic shall indemnify and hold harmless ATML and its Affiliates against any costs, loss, liabilityspecifications, or expense arising directly out of any actual modifications originating with or alleged infringement of any intellectual property or proprietary right as a result of activities pursuant to this Agreement requested by any CIRRUS LOGIC DESIGN TOOLS AND CIRRUS LOGIC TECHNOLOGY. This indemnity is conditioned on ATML's providing Cirrus Logic prompt and full disclosure of any such claim, (ii) allowing Cirrus Logic, at Cirrus Logic's written request, to conduct the defense of the claim, and (iii) providing, at Cirrus Logic's expense, reasonable assistance in connection with the defense of the claim. Cirrus Logic's liability pursuant to this section shall be limited to damages finally awarded against ATMLSprint, or settlements entered into, in connection with the claim, together with litigation costs and expenses incurred by ATML. 11.4 Cirrus Logic shall have no liability pursuant (b) to Section 11.3 above with respect to any actual or alleged infringement caused by (i) modification of any CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY other than by Cirrus Logic, where the actual or alleged infringement would not have arisen by use of the unmodified CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY, (ii) the combination of any CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY product with other items equipment, software or products not provided supplied by Cirrus Logic where the actual Sycamore if such infringement or alleged infringement misappropriation would not have arisen by use of occurred but for such combination, or (c) Sprint’s failure to install and update provided at no additional charge, where the CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY alone and not in combination with update would have avoided the other itemsinfringement claim.

Infringement Indemnity. 11.1 Subject to Section 11.2 below(a) Notwithstanding the foregoing, ATML shall indemnify and hold harmless Cirrus Logic and Goldfinger Holdings will defend or settle, at its Affiliates expense, any action brought against any costsLicensee based upon the claim that the Software, lossif used within the scope of this License granted under this XXXX, liabilitydirectly infringe a registered United States, European Union or expense arising directly out of any actual Commonwealth patent or alleged infringement or any intellectual property or proprietary rights as a result of activities pursuant to this Agreement by any ATML LICENSED TECHNOLOGY or ATML IMPROVEMENTS. This indemnity is conditioned on Cirrus Logic's copyright; provided, however, that: (i) providing to ATML prompt and full disclosure Licensee shall notify Goldfinger Holdings promptly in writing of any such claim, ; (ii) subject to the remainder of this section, allowing ATML, at ATMLLicensee shall not enter into any settlement or compromise any claim without Goldfinger Holdings's prior written request, to conduct to defense of the claim, and consent; (iii) providingGoldfinger Holdings shall have sole control of any such action and settlement negotiations; and (iv) Licensee shall provide Goldfinger Holdings with information and assistance, at ATMLGoldfinger Holdings's request and expense, reasonable assistance in connection with the defense of the necessary to settle or defend such claim. ATML's liability pursuant Goldfinger Holdings agrees to this section shall be limited to pay all damages and costs finally awarded against Cirrus LogicLicensee attributable to such claim. The foregoing states the sole liability of Goldfinger Holdings and the exclusive remedy of Licensee for any infringement of intellectual property rights by the Software or any other items provided by Goldfinger Holdings hereunder. (b) If the Software becomes, or settlements entered intoin the opinion of Goldfinger Holdings may become, in connection with the claimsubject of a claim of infringement of any third party right, together with litigation costs and expenses incurred by Cirrus Logic, subject to the next sentence. If Cirrus Logic and ATML agree (such agreement will not be unreasonably withheld or delayed) that ATML is not financially capable of fully defending the claim, then Cirrus Logic shall be entitled to conduct the defense of the claimGoldfinger Holdings may, at ATML's expense, including without limitation its option and in its discretion: (i) procure for Licensee the right to set off royalties use the Software free of any liability; (ii) replace or other payment obligations of Cirrus Logic pursuant modify the Software to this Agreement against amounts payable by ATML pursuant to this Agreementmake it non-infringing; or (iii) refund the License Fee. 11.2 ATML shall have liability pursuant (c) Licensee will defend or settle, at its expense, any action brought against Goldfinger Holdings based upon the claim that any modifications to Section 11.1 above the Software or combination of the Software with respect to products infringes or violates any actual or alleged infringement caused by third party right; provided, however, that: (i) CIRRUS LOGIC MODIFICATIONS, or other modifications to the ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT or other contributions to ATM CHIPS not provided by ATML, where the actual or alleged infringement would not have arisen but for the use of the CIRRUS LOGIC MODIFICATION or other non-ATML modification or contribution, or (ii) the combination of ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT with other items not provided by ATML where the actual or alleged infringement would not have arisen by use of the ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT alone and not Goldfinger Holdings shall notify Licensee promptly in combination with the other items. 11.3 Subject to Section 11.2 above, Cirrus Logic shall indemnify and hold harmless ATML and its Affiliates against any costs, loss, liability, or expense arising directly out of any actual or alleged infringement of any intellectual property or proprietary right as a result of activities pursuant to this Agreement by any CIRRUS LOGIC DESIGN TOOLS AND CIRRUS LOGIC TECHNOLOGY. This indemnity is conditioned on ATML's providing Cirrus Logic prompt and full disclosure writing of any such claim, ; (ii) allowing Cirrus Logic, at Cirrus LogicGoldfinger Holdings shall not enter into any settlement or compromise any such claim without Licensee's prior written request, to conduct the defense of the claim, and consent; (iii) providingLicensee shall have sole control of any such action and settlement negotiations; and (iv) Goldfinger Holdings shall provide Licensee with information and assistance, at Cirrus LogicLicensee's request and expense, reasonable assistance in connection with the defense of the necessary to settle or defend such claim. Cirrus Logic's liability pursuant Licensee agrees to this section shall be limited to pay all damages and costs finally awarded against ATML, or settlements entered into, in connection with the Goldfinger Holdings attributable to such claim, together with litigation costs and expenses incurred by ATML. 11.4 Cirrus Logic (d) Notwithstanding subparagraph (a) of this paragraph, Goldfinger Holdings assumes no liability hereunder for, and shall have no liability pursuant obligation to Section 11.3 above with respect defend Licensee or to pay costs, damages or attorney's fees in connection with, any actual or alleged infringement caused by (i) modification of any CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY other than by Cirrus Logic, where the actual or alleged infringement would not have arisen by claim based upon Licensee’s use of the unmodified CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY, (ii) the combination of any CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY with other items not provided by Cirrus Logic where the actual or alleged infringement would not have arisen by use of the CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY alone and not Software in combination with the other itemsthird-party software not approved by Goldfinger Holdings.

Infringement Indemnity. 11.1 Subject to Section 11.2 below, ATML shall indemnify and hold harmless Cirrus Logic and its Affiliates ZPE will defend Customer against any costsclaim, losssuit or proceeding brought against Customer by a third party during the Subscription Period alleging that the Subscription Services infringe upon a United States copyright or an existing United States patent issued as of the commencement of the Subscription Services (a “Claim”) and pay any amounts finally awarded or agreed to in settlement of any such Claim. ZPE’s obligation specified in this paragraph will be conditioned on Customer notifying ZPE promptly in writing of the Claim or threat thereof and giving ZPE full and exclusive authority for, liabilityand information for and assistance with, the defense and settlement thereof. If such a Claim has occurred, or expense in ZPE’s opinion is likely to occur, Customer agrees to permit ZPE, at its option and expense, either to: (a) procure for Customer the right to continue using the Subscription Services; or (b) replace or modify the same so that the Subscription Services become non-infringing; or (c) if neither of the foregoing alternatives is reasonably practicable, immediately terminate ZPE’s obligations and Customer’s rights under this Subscription Agreement with regard Subscription Services, refund to Customer a prorated amount of the unearned prepaid fees paid by Customer to ZPE for the Subscription Services based on the remainder of the term left in the applicable Subscription Services term. Notwithstanding the foregoing, ZPE has no indemnification obligation or other liability for any Claim arising directly out of any actual or alleged infringement or any intellectual property or proprietary rights as a result of activities pursuant to this Agreement by any ATML LICENSED TECHNOLOGY or ATML IMPROVEMENTS. This indemnity is conditioned on Cirrus Logic's based upon (i) providing to ATML prompt and full disclosure the combination, operation, or use of any such claimthe Subscription Services provided hereunder with hardware, equipment, devices, or software not supplied by ZPE or in manner not authorized by this Agreement or the Documentation; (ii) subject to the remainder of this section, allowing ATML, at ATML's written request, to conduct to defense of the claim, and (iii) providing, at ATML's expense, reasonable assistance in connection with the defense of the claim. ATML's liability pursuant to this section shall be limited to damages finally awarded against Cirrus Logic, services offered or settlements entered into, in connection with the claim, together with litigation costs and expenses incurred used by Cirrus Logic, subject to the next sentence. If Cirrus Logic and ATML agree (such agreement will not be unreasonably withheld or delayed) that ATML is not financially capable of fully defending the claim, then Cirrus Logic shall be entitled to conduct the defense of the claim, at ATML's expense, including without limitation the right to set off royalties or other payment obligations of Cirrus Logic pursuant to this Agreement against amounts payable by ATML pursuant to this Agreement. 11.2 ATML shall have liability pursuant to Section 11.1 above with respect to any actual or alleged infringement caused by (i) CIRRUS LOGIC MODIFICATIONS, or other modifications to the ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT or other contributions to ATM CHIPS not provided by ATML, where the actual or alleged infringement would not have arisen but for Customer through the use of the CIRRUS LOGIC MODIFICATION Subscription Services or other non-ATML modification revenue received by Customer from such services; (iii) Customer’s alteration or contribution, or (ii) the combination of ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT with other items not provided by ATML where the actual or alleged infringement would not have arisen by unpermitted use of the ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT alone and not in combination with the other itemsSubscription Services. THE FOREGOING STATES THE ENTIRE OBLIGATION OF ZPE AND ITS SUPPLIERS, AND THE EXCLUSIVE REMEDY OF CUSTOMER, WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. THE FOREGOING IS GIVEN TO CUSTOMER SOLELY FOR ITS BENEFIT AND IN LIEU OF, AND ZPE DISCLAIMS, ALL WARRANTIES OF NON- INFRINGEMENT. THERE ARE NO IMPLIED INDEMNITIES. 11.3 Subject to Section 11.2 above, Cirrus Logic shall indemnify and hold harmless ATML and its Affiliates against any costs, loss, liability, or expense arising directly out of any actual or alleged infringement of any intellectual property or proprietary right as a result of activities pursuant to this Agreement by any CIRRUS LOGIC DESIGN TOOLS AND CIRRUS LOGIC TECHNOLOGY. This indemnity is conditioned on ATML's providing Cirrus Logic prompt and full disclosure of any such claim, (ii) allowing Cirrus Logic, at Cirrus Logic's written request, to conduct the defense of the claim, and (iii) providing, at Cirrus Logic's expense, reasonable assistance in connection with the defense of the claim. Cirrus Logic's liability pursuant to this section shall be limited to damages finally awarded against ATML, or settlements entered into, in connection with the claim, together with litigation costs and expenses incurred by ATML. 11.4 Cirrus Logic shall have no liability pursuant to Section 11.3 above with respect to any actual or alleged infringement caused by (i) modification of any CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY other than by Cirrus Logic, where the actual or alleged infringement would not have arisen by use of the unmodified CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY, (ii) the combination of any CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY with other items not provided by Cirrus Logic where the actual or alleged infringement would not have arisen by use of the CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY alone and not in combination with the other items.

Infringement Indemnity. 11.1 Subject (a) Remedy will defend, at its own expense, any legal action brought against ASP to Section 11.2 below, ATML shall indemnify and hold harmless Cirrus Logic and its Affiliates against any costs, loss, liability, or expense arising directly out the extent that it is based on a claim that the Software used within the scope of any actual or alleged infringement or any intellectual property or proprietary rights as a result of activities pursuant to this Agreement infringes a United States patent, copyright or trade secret of a third party, and Remedy will pay any final judgment against ASP in any such action if attributable to any such claim or incurred by any ATML LICENSED TECHNOLOGY or ATML IMPROVEMENTSyou through settlement of such claim. This indemnity is conditioned on Cirrus Logic's However, such defense and payments are subject to the conditions that ASP must: (i) providing to ATML prompt and full disclosure notify Remedy promptly in writing of any such claim, (ii) subject permit Remedy to the remainder of this section, allowing ATML, at ATML's written request, to conduct to defense have sole control of the defense, compromise or settlement of such claim, including any appeals, and (iii) providingfully cooperate with Remedy in the defense or settlement of such claim. Remedy will pay those reasonable costs, at ATML's expense, reasonable assistance damages or fees incurred by ASP in connection with such action or claim. (b) Should the defense of the claim. ATML's liability pursuant to this section shall be limited to damages finally awarded against Cirrus LogicSoftware become, or settlements entered intoin Remedy's opinion be likely to become, in connection with the subject of any such infringement claim, together with litigation costs and expenses incurred by Cirrus Logic, subject to the next sentence. If Cirrus Logic and ATML agree (such agreement will not be unreasonably withheld or delayed) that ATML is not financially capable of fully defending the claim, then Cirrus Logic ASP shall be entitled to conduct the defense of the claimpermit Remedy, at ATMLRemedy's option and expense, including without limitation to (i) procure for ASP the right to set off royalties continue using the Software, or other payment obligations (ii) replace or modify the Software so that it becomes noninfringing, or (iii) terminate the right to use the Software, upon which termination ASP agrees to promptly destroy all copies of Cirrus Logic pursuant the Software and certify the same to this Agreement against amounts payable by ATML pursuant to this AgreementRemedy, whereupon Remedy will refund ASP's license fee for the Software as depreciated on a straight-line three (3) year basis. 11.2 ATML (c) Remedy shall have no liability pursuant to Section 11.1 above with respect to for any actual claim of patent, copyright or alleged trade secret infringement caused by that is based on (i) CIRRUS LOGIC MODIFICATIONSthe use of other than the latest version of the Software, if such infringement could have been avoided by the use of the latest version, (ii) the use or combination of the Software with software, hardware or other modifications to the ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT or other contributions to ATM CHIPS materials not recommended by Remedy, provided by ATML, where the actual or alleged such infringement would not have arisen but for the such use or combination, or (iii) use of the CIRRUS LOGIC MODIFICATION Software in a manner other than that for which it was designed or other non-ATML modification or contributioncontemplated as evidenced by Remedy's Documentation, or (iiiv) the combination of ATML LICENSED TECHNOLOGY any unauthorized modification by ASP or ATML IMPROVEMENT with other items not provided by ATML where the actual or alleged infringement would not have arisen by use a third party of the ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT alone and not in combination with the other items. 11.3 Subject to Section 11.2 above, Cirrus Logic shall indemnify and hold harmless ATML and its Affiliates against any costs, loss, liabilitySoftware, or expense arising directly out of (v) any actual compliance with designs, plans or alleged infringement of any intellectual property specifications furnished by ASP or proprietary right as a result of activities pursuant to this Agreement by any CIRRUS LOGIC DESIGN TOOLS AND CIRRUS LOGIC TECHNOLOGY. This indemnity is conditioned on ATMLASP's providing Cirrus Logic prompt and full disclosure of any such claim, (ii) allowing Cirrus Logic, at Cirrus Logic's written request, to conduct the defense of the claim, and (iii) providing, at Cirrus Logic's expense, reasonable assistance in connection with the defense of the claim. Cirrus Logic's liability pursuant to this section shall be limited to damages finally awarded against ATML, or settlements entered into, in connection with the claim, together with litigation costs and expenses incurred by ATMLbehalf. 11.4 Cirrus Logic shall have no liability pursuant to Section 11.3 above with respect to any actual or alleged infringement caused by (i) modification of any CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY other than by Cirrus Logic, where the actual or alleged infringement would not have arisen by use of the unmodified CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY, (ii) the combination of any CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY with other items not provided by Cirrus Logic where the actual or alleged infringement would not have arisen by use of the CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY alone and not in combination with the other items.

Infringement Indemnity. 11.1 Subject to Notwithstanding any other provision hereof, this Section 11.2 below6.5 shall govern the parties' indemnity rights in the event of third party intellectual property infringement claims asserted against a party or its customers and provides the exclusive remedy in the event of such claims. (a) Insofar as any claim for infringement of any third party's patent, ATML shall indemnify and hold harmless Cirrus Logic and its Affiliates against any costscopyright, losstrademark, liabilitytrade name, other proprietary right, or expense arising directly out of unauthorized trade secret use is brought against HP or its customers, based solely on any actual Program or alleged infringement Documentation or any intellectual property part thereof, furnished by Licensor under this Agreement, Licensor will defend, or proprietary rights as a result of activities pursuant to this Agreement by any ATML LICENSED TECHNOLOGY or ATML IMPROVEMENTS. This indemnity is conditioned on Cirrus Logicsettle at Licensor's (i) providing to ATML prompt and full disclosure of option, any such claim, (ii) subject to the remainder . Licensor will have sole control of this section, allowing ATML, at ATML's written request, to conduct to such defense or settlement and Licensor will be relieved of the foregoing obligations unless (1) Licensor is notified promptly in writing of such claim, and (iii2) providingLicensor is given, by HP, authority, information and reasonable assistance (at ATMLLicensor's expense, reasonable assistance in connection with ) to handle the claim or the defense of the claimany such suit or proceeding. ATMLLicensor agrees to pay all damages and costs awarded therein against HP and its customers arising out of any such claims. Licensor shall not be responsible for any cost or expenses incurred without Licensor's liability pursuant prior written consent. In case any Program or Documentation or any part thereof in such suit is held to this section shall be limited to damages finally awarded against Cirrus Logicconstitute an infringement and its use is enjoined, Licensor shall, at its own expense and at its option: (i) [*], or settlements entered into(ii) if applicable, in connection [*] with a [*], (iii) [*] them so they become [*], Confidential treatment has been requested with respect to the claim, together with litigation costs and expenses incurred by Cirrus Logic, omitted portions of this exhibit. The copy filed herewith omits the information subject to the next sentenceconfidentiality request. If Cirrus Logic Omissions are designated as [*]. A complete version of this exhibit has been filed separately with the Securities and ATML agree Exchange Commission. or (such agreement will not be unreasonably withheld or delayediv) request that ATML is not financially capable of fully defending [*], whereupon Licensor shall [*]. Notwithstanding the claimforegoing, then Cirrus Logic shall be entitled to conduct the defense of the claim, at ATML's expense, including without limitation the right to set off royalties or other payment obligations of Cirrus Logic pursuant to this Agreement against amounts payable by ATML pursuant to this Agreement. 11.2 ATML Licensor shall have liability pursuant to Section 11.1 above with respect to any actual or alleged infringement caused no responsibility for claims arising from unauthorized modifications of a Program made by (i) CIRRUS LOGIC MODIFICATIONS, or other modifications to the ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT or other contributions to ATM CHIPS not provided by ATML, where the actual or alleged infringement HP if such claim would not have arisen but for the use of the CIRRUS LOGIC MODIFICATION or other non-ATML modification or contribution, or (ii) the combination of ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT with other items not provided by ATML where the actual or alleged infringement would not have arisen by use of the ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT alone and not in combination with the other itemssuch modifications. 11.3 Subject to Section 11.2 above, Cirrus Logic shall indemnify and hold harmless ATML and its Affiliates against (b) Insofar as any costs, loss, liability, or expense arising directly out of any actual or alleged claim for infringement of any intellectual property third party's patent, copyright, trademark, trade name, or proprietary right as a result right, or unauthorized trade secret use is brought again Licensor or its customers based solely on any HP Product (excluding any of activities pursuant Licensor's Programs or Documentation) or any part thereof, HP will defend, or settle at HP's option, any such claim. HP will have sole control of such defense or settlement and HP will be relieved of the foregoing obligations unless (1) HP is notified promptly in writing of such claim, and (2) HP is given, by Licensor, authority, information and reasonable assistance (at HP's expense) to this Agreement by handle the claim or the defense of any CIRRUS LOGIC DESIGN TOOLS AND CIRRUS LOGIC TECHNOLOGYsuch suit or proceeding. This indemnity is conditioned on ATML's providing Cirrus Logic prompt HP agrees to pay all damages and full disclosure costs awarded therein against Licensor and its customers arising out of any such claim. HP shall not be responsible for any cost or expenses incurred without HP's prior written consent. (c) Insofar as any claim for infringement of any third party's patent, copyright, trademark, trade name, other proprietary right, or unauthorized trade secret use is brought, other than third party claims described in Section 6.5(a) or 6.5(b), above, including without limitation any claim of infringement of third party intellectual property rights arising from any combination of Licensor's Program or Documentation with any HP Product, the parties shall [*] in an attempt to [*] arising from such third party claim. If the parties do not [*] within ninety (ii90) allowing Cirrus Logic, at Cirrus Logic's written request, to conduct the defense days of the both parties' receipt of notice of such a claim, and (iiior such other time as the parties may in writing agree, then the [*] arising from third party claims described in this Section 6.5(c) providing, at Cirrus Logic's expense, reasonable assistance in connection with the defense of the claim. Cirrus Logic's liability pursuant to this section shall be limited to damages finally awarded against ATMLdetermined by a [*] and each party shall [*], or settlements entered intoif any, resulting from such claim in connection accordance with the claim, together with litigation costs and expenses incurred by ATML[*]. 11.4 Cirrus Logic shall have no liability pursuant to Section 11.3 above with respect to any actual or alleged infringement caused by (i) modification of any CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY other than by Cirrus Logic, where the actual or alleged infringement would not have arisen by use of the unmodified CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY, (ii) the combination of any CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY with other items not provided by Cirrus Logic where the actual or alleged infringement would not have arisen by use of the CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY alone and not in combination with the other items.

Infringement Indemnity. 11.1 Subject to Section 11.2 belowLicensor hereby indemnifies Licensee, ATML shall indemnify its Affiliates, officers, directors, shareholders, employees and hold representatives (each, a LICENSEE INDEMNIFIED PARTY) against, and releases and holds each Licensee Indemnified Party harmless Cirrus Logic from, any and its Affiliates against any all claims, costs, losslosses, liabilitydamages, or expense arising directly out of any actual or alleged infringement or any intellectual property or proprietary rights as a result of activities pursuant to this Agreement by any ATML LICENSED TECHNOLOGY or ATML IMPROVEMENTS. This indemnity is conditioned on Cirrus Logic's (i) providing to ATML prompt and full disclosure of any such claim, (ii) subject to the remainder of this section, allowing ATML, at ATML's written request, to conduct to defense of the claim, and (iii) providing, at ATML's expense, reasonable assistance in connection with the defense of the claim. ATML's liability pursuant to this section shall be limited to damages finally awarded against Cirrus Logic, or settlements entered into, in connection with the claim, together with litigation costs liabilities and expenses incurred by Cirrus Logicsuch party, subject including, without limitation, settlement costs and reasonable attorneys' fees and disbursements (LICENSEE LIABILITY), arising out of or relating to the next sentence. If Cirrus Logic and ATML agree (such agreement will not be unreasonably withheld infringement of any patent, trademark right or delayed) that ATML is not financially capable any other Intellectual Property right, copyright of fully defending the claim, then Cirrus Logic shall be entitled to conduct the defense any third party caused by Licensee's use of the claimPriceSmart Intellectual Property, at ATML's expense, including without limitation the right to set off royalties or other payment obligations except any claim of Cirrus Logic pursuant to this Agreement against amounts payable by ATML pursuant to this Agreement. 11.2 ATML shall have liability pursuant to Section 11.1 above with respect to any actual or alleged infringement caused by resulting from (i) CIRRUS LOGIC MODIFICATIONS, any modification or other modifications to the ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT or other contributions to ATM CHIPS not provided by ATML, where the actual or alleged infringement would not have arisen but for the use alteration of the CIRRUS LOGIC MODIFICATION or other non-ATML modification or contribution, PriceSmart Intellectual Property made by Licensee or (ii) the combination of ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT with other items not provided by ATML where the actual or alleged infringement would not have arisen by use of the ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT alone and PriceSmart Intellectual Property in a manner not contemplated by this Agreement. Licensee shall notify Licensor in combination with the other items. 11.3 Subject to Section 11.2 above, Cirrus Logic shall indemnify and hold harmless ATML and its Affiliates against any costs, loss, liability, or expense arising directly out writing of any actual claim or alleged threatened claim of infringement within seven (7) days of receiving notice of such claim. Licensor shall solely control and defend or settle, at its discretion, any intellectual property claim or proprietary right as suit for which Licensee may seek indemnification hereunder. Licensor may effect a result of activities pursuant to this Agreement by any CIRRUS LOGIC DESIGN TOOLS AND CIRRUS LOGIC TECHNOLOGY. This indemnity is conditioned on ATML's providing Cirrus Logic prompt and full disclosure settlement of any such claimclaim by (1) acquiring for Licensee's benefit a license or other rights for the prior use of any such infringing property, (ii) allowing Cirrus Logicand, at Cirrus LogicLicensor's written requestsole discretion, to conduct either (2) acquiring for Licensee's benefit a license or other rights for the defense of the claim, and (iii) providing, at Cirrus Logic's expense, reasonable assistance in connection with the defense of the claim. Cirrus Logic's liability pursuant to this section shall be limited to damages finally awarded against ATML, or settlements entered into, in connection with the claim, together with litigation costs and expenses incurred by ATML. 11.4 Cirrus Logic shall have no liability pursuant to Section 11.3 above with respect to any actual or alleged infringement caused by (i) modification of any CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY other than by Cirrus Logic, where the actual or alleged infringement would not have arisen by continued use of the unmodified CIRRUS LOGIC DESIGN TOOLS infringing property, or CIRRUS LOGIC TECHNOLOGY(3) rendering any such property non-infringing with no substantial loss of functional capability, or (ii4) replacing any such infringing property with non-infringing property of substantially the combination same functional capability. Licensee agrees to cooperate in good faith and to use its best efforts to assist Licensor in the defense or prosecution of any CIRRUS LOGIC DESIGN TOOLS action, proceeding or CIRRUS LOGIC TECHNOLOGY with other items not provided by Cirrus Logic where the actual or alleged infringement would not have arisen by claim that Licensee's use of the CIRRUS LOGIC DESIGN TOOLS PriceSmart Intellectual Property infringes any patent, trademark right or CIRRUS LOGIC TECHNOLOGY alone and not in combination with the any other itemsintellectual property right, copyright of any third party.

Infringement Indemnity. 11.1 Subject to As provided for herein under Section 11.2 below7.5, ATML shall RegeneRx will defend, indemnify and hold harmless Cirrus Logic and its Affiliates Defiante against any costsinfringement claim by a third party relating to an issued Patent in the Territory for the Bulk Active Material as embodied in the Finished Products that is the subject of Sales in the Territory; provided that: (a) Defiante notifies RegeneRx in writing within thirty (30) days of a date that a claim of infringement is received by Defiante; (b) RegeneRx has sole control of the defense and all related settlement negotiations as provided under Article 7, lossSection 7.5; and (c) at RegeneRx's request, liabilityDefiante provides RegeneRx with all necessary assistance, information and authority to perform the above. RegeneRx shall have no liability for any claim of infringement based on: (a) use of altered, modified Bulk Active Material not supplied by RegeneRx, or expense arising directly out of any actual Bulk Active Material not authorized by RegeneRx to be altered, modified or alleged infringement or any intellectual property or proprietary rights as a result of activities pursuant to this Agreement by any ATML LICENSED TECHNOLOGY or ATML IMPROVEMENTS. This indemnity is conditioned on Cirrus Logic's (i) providing to ATML prompt and full disclosure of any changed if such claim, (ii) subject to the remainder of this section, allowing ATML, at ATML's written request, to conduct to defense of the claim, and (iii) providing, at ATML's expense, reasonable assistance in connection with the defense of the claim. ATML's liability pursuant to this section shall be limited to damages finally awarded against Cirrus Logic, or settlements entered into, in connection with the claim, together with litigation costs and expenses incurred by Cirrus Logic, subject to the next sentence. If Cirrus Logic and ATML agree (such agreement will not be unreasonably withheld or delayed) that ATML is not financially capable of fully defending the claim, then Cirrus Logic shall be entitled to conduct the defense of the claim, at ATML's expense, including without limitation the right to set off royalties or other payment obligations of Cirrus Logic pursuant to this Agreement against amounts payable by ATML pursuant to this Agreement. 11.2 ATML shall have liability pursuant to Section 11.1 above with respect to any actual or alleged infringement caused by (i) CIRRUS LOGIC MODIFICATIONS, or other modifications to the ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT or other contributions to ATM CHIPS not provided by ATML, where the actual or alleged infringement would not have arisen but for been avoided by the use of the CIRRUS LOGIC MODIFICATION an unaltered, unmodified or other non-ATML modification or contribution, or authorized Bulk Active Material directly supplied by RegeneRx; (iib) the combination or use of ATML LICENSED TECHNOLOGY the Bulk Active Material with materials or ATML IMPROVEMENT with other items ingredients not provided furnished by ATML where the actual or alleged RegeneRx if such infringement would not have arisen been avoided by use of the ATML LICENSED TECHNOLOGY Bulk Active Material alone; CERTAIN PORTIONS OF THIS DOCUMENT INDICATED BY *** HAVE BEEN REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT or ATML IMPROVEMENT alone (c) the rights of a third party in technology which is similar to the Bulk Active Material previously developed by a third party cooperatively with Defiante prior to the Effective Date of this Agreement. In the event Bulk Active Material is held or is believed by RegeneRx to infringe, RegeneRx shall have the option, at its expense, to: (i) modify, at RegeneRx expenses, the Bulk Active Material to be noninfringing, subject to relevant regulatory approvals and not in combination with regulatory changes to the other items.Commercial Marketing Approval; 11.3 Subject to Section 11.2 above, Cirrus Logic shall indemnify and hold harmless ATML and its Affiliates against any costs, loss, liability, or expense arising directly out of any actual or alleged infringement of any intellectual property or proprietary right as a result of activities pursuant to this Agreement by any CIRRUS LOGIC DESIGN TOOLS AND CIRRUS LOGIC TECHNOLOGY. This indemnity is conditioned on ATML's providing Cirrus Logic prompt and full disclosure of any such claim, (ii) allowing Cirrus Logicobtain for Defiante, at Cirrus Logic's written requestno additional expense to Defiante, a license to conduct continue using and distributing the defense of the claimBulk Active Material, and as provided hereunder; or (iii) providing, at Cirrus Logicterminate this Agreement and return to Defiante an amount equal to the royalties paid hereunder for Sales wherein such royalties shall be payable prorata to Defiante over a three (3) year period from the date of termination. The foregoing shall serve as RegeneRx's expense, reasonable assistance in connection with the defense entire liability and responsibility for claims of infringement arising out of the claimBulk Active Material. Cirrus Logic's liability pursuant to this section RegeneRx shall not be liable for any other sums or amounts arising therefrom, and that amount shall be limited the total amount payable to damages finally awarded Defiante for claims of infringement against ATMLDefiante, or settlements entered into, in connection with the claim, together with litigation costs and expenses incurred by ATMLas recited herein. RegeneRx shall not indemnify Defiante for any other claims of infringement except as expressly stated hereunder. 11.4 Cirrus Logic shall have no liability pursuant to Section 11.3 above with respect to any actual or alleged infringement caused by (i) modification of any CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY other than by Cirrus Logic, where the actual or alleged infringement would not have arisen by use of the unmodified CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY, (ii) the combination of any CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY with other items not provided by Cirrus Logic where the actual or alleged infringement would not have arisen by use of the CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY alone and not in combination with the other items.

Infringement Indemnity. 11.1 Subject Xxxxxx agrees to Section 11.2 below, ATML shall indemnify Buyer from and hold harmless Cirrus Logic and its Affiliates against any costs, loss, liability, loss or expense arising directly out of any actual or alleged infringement or any intellectual property or proprietary rights damage incurred by Xxxxx as a result of activities pursuant a final judgment of a court of competent jurisdiction that Xxxxxx’s Goods infringe a valid United States patent or copyright held by a third party. Seller’s duty to this Agreement by any ATML LICENSED TECHNOLOGY or ATML IMPROVEMENTS. This indemnity is conditioned on Cirrus Logic's indemnify shall not apply to any (i) providing Goods provided pursuant to ATML prompt and full disclosure of any such claimBuyer’s designs, drawings, or manufacturing specifications, (ii) Goods used other than for their ordinary purpose, or (iii) claims of infringement resulting from Buyer combining any Goods furnished hereunder with any article not furnished by Seller. Further, Xxxxx agrees to indemnify and defend Seller to the same extent and subject to the remainder same restrictions set forth in Seller’s obligations to Buyer for any suit or proceeding against Seller based upon a claim of this sectioninfringement resulting from (i), allowing ATML(ii), at ATML's written request, to conduct to defense of the claim, and or (iii) providing, at ATML's expense, reasonable assistance in connection with the defense of the claim. ATML's liability pursuant to this section shall be limited to damages finally awarded against Cirrus Logic, or settlements entered into, in connection with the claim, together with litigation costs and expenses incurred by Cirrus Logic, subject to the next preceding sentence. If Cirrus Logic Buyer shall deliver written notice to Seller (i) within ten (10) days after Xxxxx first receives notice of any suit or other formal action against Xxxxx and ATML agree (such agreement will not be unreasonably withheld ii) within twenty (20) days after Xxxxx first receives any other allegation or delayed) that ATML is not financially capable written claim of fully defending the claim, then Cirrus Logic infringement. BUYER’S FAILURE TO COMPLY WITH THESE NOTICE REQUIREMENTS SHALL CONSITUTE A WAIVER BY BUYER OF THE INDEMNITY PROTECTIONS OFFERED BY THIS “INFRINGEMENT INDEMNITY” PROVISIONS OF THESE TERMS. Buyer shall be entitled give Seller full and exclusive control to conduct the defense or settlement of any suit or other proceeding. At Seller’s request and expense, Buyer shall provide reasonable assistance including promptly furnishing to Seller all information and records within Buyer’s possession or control which Seller considers relevant or material to any alleged infringement. Because Seller has exclusive control of resolving infringement claims hereunder, in no event shall Seller be liable for Buyer’s attorney fees or costs. In the claimevent any Goods furnished hereunder are determined to have infringed any copyright or patent with respect to which Seller has an obligation to indemnify, Seller may, at ATML's its option and expense, including without limitation : (i) procure for Buyer the right to set off royalties or other payment obligations of Cirrus Logic pursuant continue to this Agreement against amounts payable by ATML pursuant to this Agreement. 11.2 ATML shall have liability pursuant to Section 11.1 above with respect to any actual or alleged infringement caused by (i) CIRRUS LOGIC MODIFICATIONS, or other modifications to use the ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT or other contributions to ATM CHIPS not provided by ATML, where the actual or alleged infringement would not have arisen but for the use of the CIRRUS LOGIC MODIFICATION or other non-ATML modification or contribution, or Goods; (ii) replace or modify the combination of ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT with other items not provided by ATML where the actual or alleged infringement would not have arisen by use of the ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT alone and not in combination with the other items. 11.3 Subject to Section 11.2 above, Cirrus Logic shall indemnify and hold harmless ATML and its Affiliates against any costs, loss, liability, or expense arising directly out of any actual or alleged infringement of any intellectual property or proprietary right as a result of activities pursuant to this Agreement by any CIRRUS LOGIC DESIGN TOOLS AND CIRRUS LOGIC TECHNOLOGY. This indemnity is conditioned on ATML's providing Cirrus Logic prompt and full disclosure of any such claim, (ii) allowing Cirrus Logic, at Cirrus Logic's written request, to conduct the defense of the claim, and (iii) providing, at Cirrus Logic's expense, reasonable assistance in connection with the defense of the claim. Cirrus Logic's liability pursuant to this section shall be limited to damages finally awarded against ATML, or settlements entered into, in connection with the claim, together with litigation costs and expenses incurred by ATML. 11.4 Cirrus Logic shall have no liability pursuant to Section 11.3 above with respect to any actual or alleged infringement caused by (i) modification of any CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY other than by Cirrus Logic, where the actual or alleged infringement would not have arisen by use of the unmodified CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY, (ii) the combination of any CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY with other items not provided by Cirrus Logic where the actual or alleged infringement would not have arisen by use of the CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY alone and not in combination with the other items.Goods so that it becomes non-infringing; or

Infringement Indemnity. 11.1 Subject to Section 11.2 below(a) PROVIDER will indemnify, ATML shall indemnify defend and hold the CUSTOMER Indemnified Parties harmless Cirrus Logic from and its Affiliates against any costs, loss, liability, or expense arising directly out of any actual or alleged infringement or any intellectual property or proprietary rights Losses incurred as a result of activities pursuant to this Agreement by any ATML LICENSED TECHNOLOGY claim of, or ATML IMPROVEMENTS. This indemnity is conditioned on Cirrus Logic's (i) providing to ATML prompt and full disclosure action for, infringement, violation or misappropriation of any Intellectual Property right related to such claimCUSTOMER Indemnified Party’s possession or anticipated use of any Software, documentation, information, data or other property (ii“Material”) subject furnished by PROVIDER (including the PROVIDER Solutions but not including any such infringements, violations or misappropriations existing prior to the remainder of this section, allowing ATML, at ATML's written request, to conduct to defense of the claim, and (iiiExecution Date) providing, at ATML's expense, reasonable assistance for use by such CUSTOMER Indemnified Party in connection with the defense Services, provided, however, that the CUSTOMER Solutions will be deemed property furnished by PROVIDER for the purposes of the claim. ATML's liability pursuant to this section shall be limited to damages finally awarded against Cirrus Logic, or settlements entered into, in connection with the claim, together with litigation costs and expenses incurred by Cirrus Logic, subject to the next sentence. If Cirrus Logic and ATML agree (such agreement will not be unreasonably withheld or delayed) that ATML is not financially capable of fully defending the claim, then Cirrus Logic shall be entitled to conduct the defense of the claim, at ATML's expense, including without limitation the right to set off royalties or other payment obligations of Cirrus Logic pursuant to this Agreement against amounts payable by ATML pursuant to this Agreementforegoing. 11.2 ATML shall have liability pursuant to Section 11.1 above with respect to any actual or alleged infringement caused by (ib) CIRRUS LOGIC MODIFICATIONSCUSTOMER will indemnify, or other modifications to the ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT or other contributions to ATM CHIPS not provided by ATML, where the actual or alleged infringement would not have arisen but for the use of the CIRRUS LOGIC MODIFICATION or other non-ATML modification or contribution, or (ii) the combination of ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT with other items not provided by ATML where the actual or alleged infringement would not have arisen by use of the ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT alone and not in combination with the other items. 11.3 Subject to Section 11.2 above, Cirrus Logic shall indemnify defend and hold the PROVIDER Indemnified Parties harmless ATML from and its Affiliates against any costs, loss, liability, or expense arising directly out of any actual or alleged infringement of any intellectual property or proprietary right Losses incurred as a result of activities pursuant to this Agreement by any CIRRUS LOGIC DESIGN TOOLS AND CIRRUS LOGIC TECHNOLOGY. This indemnity is conditioned on ATML's providing Cirrus Logic prompt and full disclosure claim of, or action for, infringement, violation or misappropriation of any Intellectual Property right related to such claimPROVIDER Indemnified Party’s possession or anticipated use of any Materials furnished by CUSTOMER (except for CUSTOMER Third Party Resources and any infringements, violations or misappropriations existing prior to the Execution Date). With respect to any CUSTOMER Third Party Resources that CUSTOMER furnishes to a PROVIDER Indemnified Party, CUSTOMER will provide to such PROVIDER Indemnified Party any indemnification, defense, and hold harmless benefits that such member receives from the applicable third party with respect to such CUSTOMER Third Party Resources. (c) No party providing indemnification under this Section 12.4 (“Indemnifying Party”) will have any obligation under this Section 12.4 or other liability to any party being indemnified under this Section 12.4 (“Indemnified Party”) for any infringement or misappropriation claim or action resulting or alleged to result from: (i)(A) use of the allegedly infringing Material or any part thereof in combination with any equipment, Software or data with which such Material was not intended to be combined and not otherwise approved by the Indemnifying Party, (B) use in any manner for which such Material was not intended, or (C) modification or alteration of such Material by a Person other than the Indemnifying Party in any manner for which such Material was not intended; (ii) allowing Cirrus Logicany claim or action arising from any instruction, at Cirrus Logic's written requestinformation, design or other materials furnished by the Indemnified Party to conduct the defense of the claim, and Indemnifying Party hereunder; or (iii) providingthe Indemnified Party’s continuing the allegedly infringing activity after being informed and provided for no additional charge with modifications that would have avoided the alleged infringement. (d) In the event that some or all of the Material furnished by PROVIDER or CUSTOMER is held or is in the reasonable opinion of the other likely to infringe, violate or misappropriate any Intellectual Property right of a third party, the furnishing party will have the option, at Cirrus Logic's its expense, reasonable assistance in connection with the defense of the claim. Cirrus Logic's liability pursuant to this section shall be limited to damages finally awarded against ATML, or settlements entered into, in connection with the claim, together with litigation costs and expenses incurred by ATML. 11.4 Cirrus Logic shall have no liability pursuant to Section 11.3 above with respect to any actual or alleged infringement caused by (i) modification of any CIRRUS LOGIC DESIGN TOOLS to modify the Material to remedy such infringement, violation or CIRRUS LOGIC TECHNOLOGY other than by Cirrus Logic, where misappropriation while maintaining the actual or alleged infringement would not have arisen by use of the unmodified CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY, same quality and function; (ii) to replace the combination of any CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY Material with other items Material that does not provided by Cirrus Logic where infringe, violate or misappropriate any Intellectual Property right while maintaining the actual same quality and function in all material respects; (iii) to obtain a license to allow the other and its Affiliates to continue using the Material without any additional cost to the other or alleged infringement would not have arisen by use its Affiliates; (iv) to require return of the CIRRUS LOGIC DESIGN TOOLS Material and all rights thereto from the other; provided, however, that if PROVIDER requires such a return, PROVIDER shall still be required to perform the Services hereunder, or CIRRUS LOGIC TECHNOLOGY alone (v) if the furnishing party is a member of the Genworth Group, to renegotiate the applicable PSA to eliminate any obligation by such member to furnish such Material. If any such return materially affects PROVIDER’s ability to meet its obligations under this Agreement or any PSA, then CUSTOMER may, at its sole option, terminate any affected PSA in accordance with Section 8.1 (Termination for Cause by CUSTOMER) without prejudice to the CUSTOMER’s right to recover any permitted damages under this Agreement and not in combination with the other itemssuch PSA.

Infringement Indemnity. 11.1 Subject to Section 11.2 below, ATML shall Licensor will defend and indemnify and hold Licensee employees, officers, and directors of Licensee harmless Cirrus Logic against a claim that Programs furnished and its Affiliates against any costs, loss, liabilityused within the scope of this Agreement misappropriate a trade secret or trademark, or expense arising directly out infringe a copyright or patent, of any actual or alleged infringement or any intellectual property or proprietary rights as country which is a result of activities pursuant to this Agreement by any ATML LICENSED TECHNOLOGY or ATML IMPROVEMENTS. This indemnity is conditioned on Cirrus Logic's (i) providing to ATML prompt and full disclosure of any such claim, (ii) subject signatory to the remainder Berne Convention or the Universal Copyright Convention and which has executed implementing legislation, provided that: (a) Licensee notifies Licensor promptly in writing its receipt of this section, allowing ATML, at ATML's written request, to conduct to defense notice of the claim; (b) Licensor has sole control of the defense and all related settlement negotiations; and (c) Licensee provides Licensor with reasonable assistance, information, and (iii) providing, at ATMLauthority necessary to perform Licensor's expense, reasonable assistance in connection with the defense of the claimobligations under this paragraph. ATML's liability pursuant to this section shall be limited to damages finally awarded against Cirrus Logic, or settlements entered into, in connection with the claim, together with litigation costs and expenses incurred by Cirrus Logic, subject to the next sentence. If Cirrus Logic and ATML agree (such agreement will not be unreasonably withheld or delayed) that ATML is not financially capable of fully defending the claim, then Cirrus Logic shall be entitled to conduct the defense of the claim, at ATML's expense, including without limitation the right to set off royalties or other payment obligations of Cirrus Logic pursuant to this Agreement against amounts payable by ATML pursuant to this Agreement. 11.2 ATML shall have liability pursuant to Section 11.1 above with respect to any actual or alleged infringement caused by (i) CIRRUS LOGIC MODIFICATIONS, or other modifications to the ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT or other contributions to ATM CHIPS not provided by ATML, where the actual or alleged infringement would not have arisen but for the use of the CIRRUS LOGIC MODIFICATION or other non-ATML modification or contribution, or (ii) the combination of ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT with other items not provided by ATML where the actual or alleged infringement would not have arisen by use of the ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT alone and not in combination with the other items. 11.3 Subject to Section 11.2 above, Cirrus Logic shall indemnify and hold harmless ATML and its Affiliates against any costs, loss, liability, or expense arising directly out of any actual or alleged infringement of any intellectual property or proprietary right as a result of activities pursuant to this Agreement by any CIRRUS LOGIC DESIGN TOOLS AND CIRRUS LOGIC TECHNOLOGY. This indemnity is conditioned on ATML's providing Cirrus Logic prompt and full disclosure of any such claim, (ii) allowing Cirrus Logic, at Cirrus Logic's written request, to conduct the defense of the claim, and (iii) providing, at Cirrus Logic's expense, reasonable assistance in connection with the defense of the claim. Cirrus Logic's liability pursuant to this section shall be limited to damages finally awarded against ATML, or settlements entered into, in connection with the claim, together with litigation costs and expenses incurred by ATML. 11.4 Cirrus Logic Licensor shall have no liability pursuant for any claim of infringement to Section 11.3 above with respect to any actual the extent it is based on (a) the combination, operation, or alleged infringement caused by (i) modification use of any CIRRUS LOGIC DESIGN TOOLS Programs furnished under this Agreement with software, hardware, or CIRRUS LOGIC TECHNOLOGY other than materials not furnished by Cirrus LogicLicensor; (b) modifications made to the Programs not authorized by the Licensor. In the event the Programs are held or are believed by Licensor to infringe, where Licensor shall have the actual option, at its expense, to (a) modify the Programs to be non-infringing; (b) obtain for Licensee a license to continue using the Programs; or alleged infringement would not have arisen by use (c) terminate the license for the infringing Programs and refund the license fees paid for those Programs. As of the unmodified CIRRUS LOGIC DESIGN TOOLS Effective Date of this Agreement, to the best of Licensor's knowledge, there exist no claims or CIRRUS LOGIC TECHNOLOGYencumbrances which, (ii) in Licensor's opinion, would preclude Licensee's right to use the combination Programs in accordance with this Agreement. This Paragraph 5.1 states Licensor's entire liability and Licensee's exclusive remedy for infringement. Licensor's obligations under this Paragraph shall survive termination or expiration of any CIRRUS LOGIC DESIGN TOOLS this Agreement or CIRRUS LOGIC TECHNOLOGY with other items not provided by Cirrus Logic where the actual relevant Program license only for claims of infringement in which the claimed infringement is alleged to have occurred during the term of this Agreement or alleged infringement would not have arisen by use of the CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY alone and not in combination with the other itemsrelevant Program license.

Infringement Indemnity. 11.1 Subject to Section 11.2 below, ATML shall indemnify and hold harmless Cirrus Logic and its Affiliates 7.1. If a third party asserts a claim against any costs, loss, liability, or expense arising directly out Customer asserting that Customer’s use of any actual or alleged infringement or any intellectual property or proprietary rights as a result of activities pursuant to Deliverable in accordance with this Agreement violates that third- party’s patent, trade secret or copyright (“Customer Infringement Claim”), then BMC will, at its own expense: defend or settle the Customer Infringement Claim; and (b) indemnify Customer for any damages finally awarded against Customer, but only if: Customer promptly notifies BMC of the Customer Infringement Claim, BMC retains sole control of the defense of the Customer Infringement Claim and all negotiations for its settlement or compromise, and Customer provides all reasonable assistance requested by any ATML LICENSED TECHNOLOGY or ATML IMPROVEMENTSBMC. This indemnity BMC’s obligations above will not apply if the Customer Infringement Claim is conditioned based on Cirrus Logic's (i) providing to ATML prompt and full disclosure the use of any such claimthe Deliverable in combination with products not supplied or approved by BMC in writing or in the Deliverable's user manuals, (ii) subject to the remainder of this section, allowing ATML, at ATML's written request, to conduct to defense modification of the claimDeliverable other than by BMC, and or (iii) providingthe failure of Customer to use any updates to such Deliverable within a reasonable time after such updates are made available to Customer. If BMC believes a Deliverable may violate a right, then BMC will, at ATMLits expense: (a) modify the Deliverable, or procure the right to continue using the Deliverable, and if (a) or (b) are not commercially reasonable, terminate Customer's right to use the Deliverable and issue a refund prorated over five years from the completion date of the related SOW. 7.2. If a third party asserts a claim against BMC asserting that BMC’s use of Customer Property in accordance with this Agreement violates that third-party’s patent, trade secret or copyright (“BMC Infringement Claim”), then Customer will, at its own expense: (a) defend or settle the BMC Infringement Claim; and (b) indemnify BMC for any damages finally awarded against BMC, reasonable assistance in connection with but only if: BMC promptly notifies Customer of the BMC Infringement Claim, Customer retains sole control of the defense of the claim. ATML's liability pursuant to this section shall be limited to damages finally awarded against Cirrus LogicBMC Infringement Claim and all negotiations for its settlement or compromise, or settlements entered into, in connection with the claim, together with litigation costs and expenses incurred BMC provides all reasonable assistance requested by Cirrus Logic, subject to the next sentence. If Cirrus Logic and ATML agree (such agreement will not be unreasonably withheld or delayed) that ATML is not financially capable of fully defending the claim, then Cirrus Logic shall be entitled to conduct the defense of the claim, at ATML's expense, including without limitation the right to set off royalties or other payment obligations of Cirrus Logic pursuant to this Agreement against amounts payable by ATML pursuant to this AgreementCustomer. 11.2 ATML shall have liability pursuant to Section 11.1 above with respect to any actual or alleged infringement caused by (i) CIRRUS LOGIC MODIFICATIONS, or other modifications to the ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT or other contributions to ATM CHIPS not provided by ATML, where the actual or alleged infringement would not have arisen but for the use of the CIRRUS LOGIC MODIFICATION or other non-ATML modification or contribution, or (ii) the combination of ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT with other items not provided by ATML where the actual or alleged infringement would not have arisen by use of the ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT alone and not in combination with the other items. 11.3 Subject to Section 11.2 above, Cirrus Logic shall indemnify and hold harmless ATML and its Affiliates against any costs, loss, liability, or expense arising directly out of any actual or alleged infringement of any intellectual property or proprietary right as a result of activities pursuant to this Agreement by any CIRRUS LOGIC DESIGN TOOLS AND CIRRUS LOGIC TECHNOLOGY7.3. This indemnity is conditioned on ATML's providing Cirrus Logic prompt Section contains each party’s exclusive remedy and full disclosure of any such claim, (ii) allowing Cirrus Logic, at Cirrus Logic's written request, to conduct the defense of the claim, and (iii) providing, at Cirrus Logic's expense, reasonable assistance in connection with the defense of the claim. Cirrus Logic's sole liability pursuant to this section shall be limited to damages finally awarded against ATML, or settlements entered into, in connection with the claim, together with litigation costs and expenses incurred by ATMLfor Infringement Claims. 11.4 Cirrus Logic shall have no liability pursuant to Section 11.3 above with respect to any actual or alleged infringement caused by (i) modification of any CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY other than by Cirrus Logic, where the actual or alleged infringement would not have arisen by use of the unmodified CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY, (ii) the combination of any CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY with other items not provided by Cirrus Logic where the actual or alleged infringement would not have arisen by use of the CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY alone and not in combination with the other items.

Infringement Indemnity. 11.1 Subject SFT agrees to Section 11.2 belowindemnify, ATML defend and hold FREEDOM harmless from and against any claims, actions or demands alleging that all or any part of the SFT INTELLECTUAL PROPERTY infringes any United States patent, copyright, trademark or other United States intellectual property right of a third party. If use of the SFT INTELLECTUAL PROPERTY is permanently enjoined for any reason SFT, at SFT's option and sole discretion, may (a) modify the SFT INTELLECTUAL PROPERTY so as to avoid infringement or (b) procure the right for FREEDOM to continue to use and reproduce the INTELLECTUAL PROPERTY or (c) terminate this agreement, in which case FREEDOM shall be given a refund of a prorated amount of the payment indicated in section 3.0 of this agreement, not including any royalties paid or due and payable through the date of termination. SFT shall hav no obligation under this section of the Agreement for or with respect to claims, actions or demands alleging infringement that arise solely as a result of, (i) the combination of non-infringing items supplied by FREEDOM combined with infringing items not supplied by SFT, or (ii) modification of the SFT INTELLECTUAL PROPERTY by FREEDOM without the prior written consent of SFT or, (iii) continued alleged infringing activity by FREEDOM after FREEDOM has been notified by SFT to cease activity pursuant to this agreement. OTHER INDEMNITY Each party (the "Indemnifying Party") shall indemnify and hold harmless Cirrus Logic and its Affiliates the other party (the "Indemnified Party") against any costsand all claims,losses, losscosts and expenses, liabilityincluding reasonable attorneys' fees, or expense arising directly out of any actual or alleged infringement or any intellectual property or proprietary rights which the Indemnified Party may incur as a result of activities pursuant to this Agreement claims in any form by any ATML LICENSED TECHNOLOGY third parties arising from the Indemnifying Party's acts, omissions or ATML IMPROVEMENTSmisrepresentations. This indemnity is conditioned on Cirrus Logic's The Indemnified Party shall (i) providing to ATML prompt and full disclosure give the Indemnifying Party notice of any such the relevant claim, (ii) subject to cooperate with the remainder of this section, allowing ATMLIndemnifying Party, at ATMLthe Indemnifying Party's written requestexpense, to conduct to in the defense of the such claim, and (iii) providing, at ATML's expense, reasonable assistance in connection with give the defense of the claim. ATML's liability pursuant to this section shall be limited to damages finally awarded against Cirrus Logic, or settlements entered into, in connection with the claim, together with litigation costs and expenses incurred by Cirrus Logic, subject to the next sentence. If Cirrus Logic and ATML agree (such agreement will not be unreasonably withheld or delayed) that ATML is not financially capable of fully defending the claim, then Cirrus Logic shall be entitled to conduct the defense of the claim, at ATML's expense, including without limitation Indemnifying Party the right to set off royalties or other payment obligations of Cirrus Logic pursuant to this Agreement against amounts payable by ATML pursuant to this Agreement. 11.2 ATML shall have liability pursuant to Section 11.1 above with respect to any actual or alleged infringement caused by (i) CIRRUS LOGIC MODIFICATIONS, or other modifications to control the ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT or other contributions to ATM CHIPS not provided by ATML, where the actual or alleged infringement would not have arisen but for the use of the CIRRUS LOGIC MODIFICATION or other non-ATML modification or contribution, or (ii) the combination of ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT with other items not provided by ATML where the actual or alleged infringement would not have arisen by use of the ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT alone defense and not in combination with the other items. 11.3 Subject to Section 11.2 above, Cirrus Logic shall indemnify and hold harmless ATML and its Affiliates against any costs, loss, liability, or expense arising directly out of any actual or alleged infringement of any intellectual property or proprietary right as a result of activities pursuant to this Agreement by any CIRRUS LOGIC DESIGN TOOLS AND CIRRUS LOGIC TECHNOLOGY. This indemnity is conditioned on ATML's providing Cirrus Logic prompt and full disclosure settlement of any such claim, (ii) allowing Cirrus Logic, at Cirrus Logicexcept that the Indemnifying Party shall not enter into any settlement that affects the Indemnified Party's rights or interest without the Indemnified Party's prior written request, approval. The Indemnified Party shall have the right to conduct participate in the defense of the claimat its expense. LIMITATION ON LIABILITY EXCEPT IN THE EVENT OF A BREACH OF A LICENSE GRANT BY LICENSEE, and NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS (iiiHOWEVER ARISING, INCLUDING NEGLIGENCE) providingARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. EXCEPT IN THE EVENT OF A BREACH OF A LICENSE GRANT, at Cirrus Logic's expenseA FAILURE TO PAY FEES, reasonable assistance in connection with the defense of the claim. Cirrus Logic's liability pursuant to this section shall be limited to damages finally awarded against ATMLOR AN INDEMNITY CLAIM, or settlements entered into, in connection with the claim, together with litigation costs and expenses incurred by ATMLIN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY IN AN AMOUNT GREATER THAN THE AMOUNTS ACTUALLY PAID BY FREEDOM TO SFT UNDER THIS AGREEMENT. 11.4 Cirrus Logic shall have no liability pursuant to Section 11.3 above with respect to any actual or alleged infringement caused by (i) modification of any CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY other than by Cirrus Logic, where the actual or alleged infringement would not have arisen by use of the unmodified CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY, (ii) the combination of any CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY with other items not provided by Cirrus Logic where the actual or alleged infringement would not have arisen by use of the CIRRUS LOGIC DESIGN TOOLS or CIRRUS LOGIC TECHNOLOGY alone and not in combination with the other items.