Common use of Infringing Equipment Clause in Contracts

Infringing Equipment. If the manufacture of any Deliverable Item or the normal intended use, lease or sale of any Deliverable Item under this Contract is enjoined as a result of an Intellectual Property Claim or is otherwise prohibited, Contractor shall at its option and expense: (i) resolve the matter so that the injunction or prohibition no longer pertains; (ii) procure for Purchaser the right to use the infringing item; and/or (iii) modify the infringing item so that it becomes non-infringing while remaining in compliance with the Performance Specification (as may be modified or waived pursuant to Article 9.4). Purchaser shall reasonably cooperate with Contractor to mitigate or remove any infringement. If Contractor is unable to accomplish (i), (ii) or (iii) as stated above, Purchaser shall have the right to terminate this Contract in whole or in part, with respect to such Deliverable Item (and any other Deliverable Item whose utility has been adversely impacted by Purchaser’s loss of use of the infringing Deliverable Item), return such Deliverable Item(s) to Contractor (in space, with respect to an in-orbit Satellite), and receive a refund of the price paid for such terminated Deliverable Item(s) less: (a) amounts unpaid for such item; and (b) a reasonable allowance for use and depreciation.

Infringing Equipment. If Contractor’s performance of the Work or the manufacture of any Deliverable Item or any part thereof or the normal intended use, lease or sale or other disposition of any Deliverable Item or any part thereof under this Contract is enjoined as a result of an Intellectual Property Claim or is otherwise prohibited, Contractor shall shall, at its option and expense: expense (i) resolve the matter so that the injunction or prohibition no longer pertains; , (ii) procure for Purchaser the Indemnified Companies the right to use the infringing item; , and/or (iii) modify the infringing item so that it becomes non-infringing while remaining in compliance with the Exhibit B, Performance Specification (as such may be modified or waived pursuant to Article 9.49.4 or Article 11.6, as applicable). Purchaser shall reasonably cooperate with Contractor to mitigate or remove any infringement. If Contractor is unable to accomplish (i), (ii) or (iii) as stated above, Purchaser shall have the right to terminate this Contract Contract, in whole or in part, with respect to such Deliverable Item (and any other Deliverable Item whose utility has been adversely impacted by Purchaser’s loss of use of the infringing Deliverable Item), return such Deliverable Item(s) to Contractor (in space, with respect to an in-orbit Satellite), and receive a refund of the price amounts paid by Purchaser hereunder for such terminated Deliverable Item(s) less: (a) amounts unpaid for such item; and (b) less a reasonable allowance for use and depreciation.