Intellectual Property Indemnities. 12.1 Except as provided under Clause 12.2, in the event of a suit against LICENSEE based upon a claim that any of the ARM Technology delivered by ARM to LICENSEE under this TLA, when used in accordance with this TLA, infringes any third party Intellectual Property, ARM agrees, subject to the limitations of Clauses 13.1 and 13.2, to defend and indemnify LICENSEE, at ARM’s expense, and to pay costs and damages finally awarded in any such suit, provided that; (i) ARM is promptly notified by LICENSEE, in writing, of any threats, claims and proceedings related thereto; (ii) ARM shall have sole control of the defence and any settlement thereof; (iii) LICENSEE shall not make any admission of liability nor settle or otherwise compromise any such claim without ARM’s prior written consent; (iv) LICENSEE furnishes to ARM, upon request, any information available to LICENSEE relating to the defence of such claim; (v) LICENSEE provides reasonable assistance to ARM in the defence of such claim; and (vi) ARM, at its option and expense, may; (a) obtain for LICENSEE the right to continue to use the ARM Technology; or (b) replace or modify the ARM Technology so that it becomes non-infringing, in which event LICENSEE shall cease use of the infringing ARM Technology. THE FOREGOING STATES THE ENTIRE LIABILITY OF ARM WITH RESPECT TO INFRINGEMENT BY THE ARM TECHNOLOGY OF ANY THIRD PARTY INTELLECTUAL PROPERTY. 12.2 ARM shall have no liability under Clause 12.1 for any infringement arising from; (i) the combination of the ARM Technology with other products not supplied by ARM if such infringement would not have occurred but for such combination; (ii) the modification by LICENSEE of the ARM Technology if such infringement would not have occurred but for such modification; (iii) the process of synthesizing any ARM Technology including but not limited to the use by LICENSEE of LICENSEE’s or LICENSEE’s agent’s cell libraries if such infringement would not have occurred but for the application of such process; or (iv) any manufacturing process applied to the ARM Technology by LICENSEE if such infringement would not have occurred but for the application of such process. 12.3 If a suit against ARM is based in whole or in part upon a claim that any of the ARM Technology delivered by ARM to LICENSEE under this TLA, when used in accordance with this TLA, infringes any third party Intellectual Property because of; (i) the combination of the ARM Technology with other products not supplied by ARM if such infringement would not have occurred but for such combination; (ii) the modification by LICENSEE of the ARM Technology if such infringement would not have occurred but for such modification; (iii) the process of synthesizing any ARM Technology including but not limited to the use by LICENSEE of LICENSEE’s or LICENSEE’s agent’s cell libraries if such infringement would not have occurred but for the application of such process; or (iv) any manufacturing process applied to the ARM Technology by LICENSEE if such infringement would not have occurred but for the application of such process, then LICENSEE agrees to indemnify ARM for any legal costs (including attorney’s fees) reasonably incurred by ARM in defending such suit, up to a maximum limit of Two Million US Dollars (US$2,000,000) per suit, provided that LICENSEE is notified promptly in writing of the suit and that at LICENSEE’s request, LICENSEE is given control of and all requested reasonable assistance to defend such suit. 12.4 ARM shall only be liable under Clause 12.1 for any damages awarded by a court for infringement by any ARM Technology of the Intellectual Property of a third party, up to the date upon which such court issues its judgement. ARM shall have no continuing liability under Clause 12.1 for any loss suffered by LICENSEE in respect of the same infringement after the date of such judgement.
Appears in 2 contracts
Samples: Technology License Agreement (Magnachip Semiconductor LLC), Technology License Agreement (MagnaChip Semiconductor LTD (United Kingdom))
Intellectual Property Indemnities. 12.1 Except as provided under Clause 12.2, in the event of a suit against LICENSEE based upon a claim that any of the ARM Technology delivered by ARM to LICENSEE under tinder this TLATLA or the Trademarks, when used in accordance with this TLA, infringes any third party Intellectual Property, ARM agrees, subject to the limitations of Clauses 13.1 and 13.2, to defend and indemnify LICENSEE, at ARM’s expense, and to pay costs and damages finally awarded in any such suitsuit or agreed in any settlement, provided that; (i) ARM is promptly notified by LICENSEE, in writing, of any threats, claims and proceedings related thereto; (ii) ARM shall have has sole control of the defence defense and any settlement thereof; (iii) LICENSEE shall does not make any admission of liability nor settle or otherwise compromise any such claim without ARM’s prior written consent; (iv) LICENSEE furnishes to ARM, upon requestrequest and at ARM’s expense, any information available to LICENSEE relating to the defence defense of such claim; (v) LICENSEE provides reasonable assistance to ARM ARM, at ARM’s expense, in the defence defense of such claim; and (vi) ARM, at its option and expense, may; (a) obtain for LICENSEE the right to continue to use the ARM Technology; or (b) replace or modify the ARM Technology so that it becomes non-infringing, in which event LICENSEE shall cease use of the infringing ARM Technology. The expenses related to the provision of information or assistance by LICENSEE to ARM under the provisions of Clause 12.1(iv) or 12.1(v) for which ARM shall be limited to the [***]. THE FOREGOING STATES THE ENTIRE LIABILITY OF ARM WITH RESPECT TO INFRINGEMENT BY THE ARM TECHNOLOGY OF ANY THIRD PARTY INTELLECTUAL PROPERTY.
12.2 ARM shall have no liability under Clause 12.1 for in respect of any infringement arising from; (i1) the combination of the ARM Technology with other products not supplied by ARM if such infringement would not have occurred but for such combination; (ii) the *** CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION NH/RT ARM/GCT Semiconductor, Inc. 28 June, 2011 Confidential LEC-ANX-03041-V4.0 modification by LICENSEE of the ARM Technology if such infringement would not have occurred but for such modification; (iii) the process of synthesizing any ARM “Technology including but not limited to the use by LICENSEE of LICENSEE’s or LICENSEE’s agent’s cell libraries if such infringement would not have occurred but for the application of such process; or (iv) any manufacturing process applied to the ARM Technology by LICENSEE if such infringement would not have occurred but for the application of such process.
12.3 If either a third party alleges, or ARM has any concerns, that any ARM Technology infringes or may infringe the Intellectual Property of a third party, then without any admission of liability, ARM at its option and expense may develop an Update to the relevant ARM Technology which in ARM’s opinion avoids such alleged infringement and upon receipt of such Update from ARM, LICENSEE shall; (i) in respect of any new designs or derivatives of any existing designs which have not been taped out, immediately cease use of the ARM Technology which the Update replaces; and (ii) in respect of any existing design which have been taped out, within nine (9) months of receipt of the Update cease use of the ARM Technology which the Update replaces.
12.4 If a suit against ARM is based in whole or in part upon a claim that any of the ARM Technology delivered by ARM to LICENSEE under this TLA, when used in accordance with this TLA, infringes any third party Intellectual Property because of; (i) the combination of the ARM Technology with other products not supplied by ARM if such infringement would not have occurred but for such combination; (ii) the modification by LICENSEE of the ARM Technology if such infringement would not have occurred but for such modification; (iii) the process of synthesizing any ARM Technology including but not limited to the use by LICENSEE of LICENSEE’s or LICENSEE’s agent’s cell libraries if such infringement would not have occurred but for the application of such process; or (iv) any manufacturing process applied to the ARM Technology by LICENSEE if such infringement would not have occurred but for the application of such process, then LICENSEE agrees to indemnify ARM for any legal costs (including attorney’s fees) reasonably incurred by ARM in defending such suit, up to a maximum limit of Two Million US Dollars suit provided that; (US$2,000,000a) per suit, provided that LICENSEE is notified promptly in writing of the suit and that Suit; (b) at LICENSEE’s request, LICENSEE is given control of and all requested reasonable assistance assistance, at LICENSEE’s expense, to defend such suit; (c) ARM shall not make any admission of liability nor settle or otherwise compromise any such claim without LICENSEE’s prior written consent; (d) ARM furnishes to LICENSEE, upon request; and at LICENSEE’S expense, any information available to ARM relating to the defense of such claim. The expenses related to the provision of information or assistance by ARM to LICENSEE under the provisions of Clause 12.4(b) or 12.4(d) for which LICENSEE shall be liable shall be [***]. THE FOREGOING STATES THE ENTIRE LIABILITY OF LICENSEE WITH RESPECT TO INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY.
12.4 12.5 ARM shall only be liable under Clause 12.1 for any damages awarded by a court for infringement by any ARM Technology of the Intellectual Property of a third party, up to the date upon which such court issues its judgementjudgment. ARM shall have no continuing *** CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION NH/RT ARM/GCT Semiconductor, Inc. 28 June, 2011 Confidential LEC-ANX-03041-V4.0 liability under Clause 12.1 for any loss suffered by LICENSEE in respect of the same infringement after the date of such judgement.judgment,
Appears in 1 contract
Samples: Technology License Agreement
Intellectual Property Indemnities. 12.1 Except as provided under Clause 12.2, in the event of a suit against LICENSEE based upon a claim that the Trade Marks or any of the ARM Technology delivered by ARM to LICENSEE under this TLA, when used in accordance with the provisions of this TLA, infringes any third party Intellectual Property, ARM agrees, subject to the limitations of Clauses 13.1 and 13.2, to defend and indemnify LICENSEE, at ARM’s expense, and to pay costs and damages finally awarded in any such suitsuit or agreed in any settlement, provided that; (i) ARM is promptly notified by LICENSEE, in writing, of any threats, claims and proceedings related thereto; (ii) ARM shall have has sole control of the defence and any settlement thereof; (iii) LICENSEE shall does not make any admission of liability nor settle or otherwise compromise any such claim without ARM’s prior written consent; (iv) LICENSEE furnishes to ARM, upon request, any information available to LICENSEE relating to the defence defense of such claim; (v) LICENSEE provides reasonable assistance to ARM in the defence defense of such claim; and (vi) ARM, at its option and expense, may; (a) obtain for LICENSEE the right to continue to ceases use the ARM Technology; or (b) replace or modify of the ARM Technology so that it becomes which is the subject of the infringement claim upon receipt from ARM of any non-infringing, in which event LICENSEE shall cease use of the infringing replacement for such ARM Technology. THE FOREGOING STATES THE ENTIRE LIABILITY OF ARM WITH RESPECT TO INFRINGEMENT BY THE TRADE MARKS OR THE ARM TECHNOLOGY OF ANY THIRD PARTY INTELLECTUAL PROPERTY.
12.2 ARM shall have no liability under Clause 12.1 for in respect of; (i) any infringement arising from; (ia) the combination of the ARM Technology with other products not supplied by ARM if such infringement would not have occurred but for such combination; (iib) the any modification by LICENSEE of the ARM Technology by or for LICENSEE if such infringement would not have occurred but for such modification; (iiic) the process of synthesizing any ARM Technology including but not limited to the use by LICENSEE of LICENSEE’s or LICENSEE’s agent’s cell libraries if such infringement would not have occurred but for the application of such process; or (ivd) any manufacturing process applied to the ARM Technology by LICENSEE if such infringement would not have occurred but for the application of such process; or (ii) any suit brought by a third party against LICENSEE based upon a claim that any of the ARM Technology delivered by ARM to LICENSEE under this TLA infringes a patent owned by such third party where such claim has been made by such third party in response to an initial claim by LICENSEE that such third party infringes any patent owned or controlled by LICENSEE.
12.3 If either a third party alleges, or ARM has any concerns, that any ARM Technology infringes or may infringe the Intellectual Property of a third party, then without any admission of liability, ARM at its option and expense may develop an Update to the relevant ARM Technology which in ARM’s opinion avoids such alleged infringement and upon receipt of such Update from ARM, LICENSEE shall: (i) in respect of any new design or derivatives of any existing designs which have not been taped out, immediately cease use of the ARM Technology which the Update replaces; and (ii) in respect of any existing designs which have been taped out, within nine (9) months of receipt of the Update, cease use of the ARM Technology which the Update replaces.
12.4 If a suit against ARM is based in whole or in part upon a claim that any of the ARM Technology delivered by ARM to LICENSEE under this TLA, when used in accordance with this TLA, infringes any third party Intellectual Property because of; (i) the combination of the ARM Technology with other products not supplied by ARM if such infringement would not have occurred but for such combination; (ii) the modification by LICENSEE of the ARM Technology if such infringement would not have occurred but for such modification; (iii) the process of synthesizing any ARM Technology including but not limited to the use by LICENSEE of LICENSEE’s or LICENSEE’s agent’s cell libraries if such infringement would not have occurred but for the application of such process; or (iv) any manufacturing process applied to the ARM Technology by LICENSEE if such infringement would not have occurred but for the application of such process, then LICENSEE agrees to indemnify ARM for any legal costs (including attorney’s fees) reasonably incurred by ARM in defending such suit, up to a maximum limit of Two Million US Dollars (US$2,000,000) per suit, suit provided that LICENSEE is notified promptly in writing of the suit and that at LICENSEE’s request, LICENSEE is given control of and all requested reasonable assistance to defend such suitsuit to the extent that such suit relates to any of (i) to (iv) above.
12.4 12.5 ARM shall only be liable under Clause 12.1 for any damages awarded by a court court, for infringement by the Trade Marks or any ARM Technology of the Intellectual Property of a third party, up to the date upon which such court issues its judgementjudgment. ARM shall have no continuing liability under Clause 12.1 for any loss suffered by LICENSEE in respect of the same infringement after the date of such judgementjudgment.
Appears in 1 contract
Samples: Technology License Agreement (RDA Microelectronics, Inc.)
Intellectual Property Indemnities. 12.1 Except as provided under Clause 12.2, in the event of a suit against LICENSEE based upon a claim that any of the ARM Technology delivered by ARM to LICENSEE under tinder this TLATLA or the Trademarks, when used in accordance with this TLA, infringes any third party Intellectual Property, ARM agrees, subject to the limitations of Clauses 13.1 and 13.2, to defend and indemnify LICENSEE, at ARM’s expense, and to pay costs and damages finally awarded in any such suitsuit or agreed in any settlement, provided that; (i) ARM is promptly notified by LICENSEE, in writing, of any threats, claims and proceedings related thereto; (ii) ARM shall have has sole control of the defence defense and any settlement thereof; (iii) LICENSEE shall does not make any admission of liability nor settle or otherwise compromise any such claim without ARM’s prior written consent; (iv) LICENSEE furnishes to ARM, upon requestrequest and at ARM’s expense, any information available to LICENSEE relating to the defence defense of such claim; (v) LICENSEE provides reasonable assistance to ARM ARM, at ARM’s expense, in the defence defense of such claim; and (vi) ARM, at its option and expense, may; (a) obtain for LICENSEE the right to continue to use the ARM Technology; or (b) replace or modify the ARM Technology so that it becomes non-infringing, in which event LICENSEE shall cease use of the infringing ARM Technology. The expenses related to the provision of information or assistance by LICENSEE to ARM under the provisions of Clause 12.1(iv) or 12.1(v) for which ARM shall be limited to the [***]. THE FOREGOING STATES THE ENTIRE LIABILITY OF ARM WITH RESPECT TO INFRINGEMENT BY THE ARM TECHNOLOGY OF ANY THIRD PARTY INTELLECTUAL PROPERTY.
12.2 ARM shall have no liability under Clause 12.1 for in respect of any infringement arising from; (i1) the combination of the ARM Technology with other products not supplied by ARM if such infringement would not have occurred but for such combination; (ii) the modification by LICENSEE of the ARM Technology if such infringement would not have occurred but for such modification; (iii) the process of synthesizing any ARM “Technology including but not limited to the use by LICENSEE of LICENSEE’s or LICENSEE’s agent’s cell libraries if such infringement would not have occurred but for the application of such process; or (iv) any manufacturing process applied to the ARM Technology by LICENSEE if such infringement would not have occurred but for the application of such process.
12.3 If either a third party alleges, or ARM has any concerns, that any ARM Technology infringes or may infringe the Intellectual Property of a third party, then without any admission of liability, ARM at its option and expense may develop an Update to the relevant ARM Technology which in ARM’s opinion avoids such alleged infringement and upon receipt of such Update from ARM, LICENSEE shall; (i) in respect of any new designs or derivatives of any existing designs which have not been taped out, immediately cease use of the ARM Technology which the Update replaces; and (ii) in respect of any existing design which have been taped out, within nine (9) months of receipt of the Update cease use of the ARM Technology which the Update replaces.
12.4 If a suit against ARM is based in whole or in part upon a claim that any of the ARM Technology delivered by ARM to LICENSEE under this TLA, when used in accordance with this TLA, infringes any third party Intellectual Property because of; (i) the combination of the ARM Technology with other products not supplied by ARM if such infringement would not have occurred but for such combination; (ii) the modification by LICENSEE of the ARM Technology if such infringement would not have occurred but for such modification; (iii) the process of synthesizing any ARM Technology including but not limited to the use by LICENSEE of LICENSEE’s or LICENSEE’s agent’s cell libraries if such infringement would not have occurred but for the application of such process; or (iv) any manufacturing process applied to the ARM Technology by LICENSEE if such infringement would not have occurred but for the application of such process, then LICENSEE agrees to indemnify ARM for any legal costs (including attorney’s fees) reasonably incurred by ARM in defending such suit, up to a maximum limit of Two Million US Dollars suit provided that; (US$2,000,000a) per suit, provided that LICENSEE is notified promptly in writing of the suit and that Suit; (b) at LICENSEE’s request, LICENSEE is given control of and all requested reasonable assistance assistance, at LICENSEE’s expense, to defend such suit; (c) ARM shall not make any admission of liability nor settle or otherwise compromise any such claim without LICENSEE’s prior written consent; (d) ARM furnishes to LICENSEE, upon request; and at LICENSEE’S expense, any information available to ARM relating to the defense of such claim. The expenses related to the provision of information or assistance by ARM to LICENSEE under the provisions of Clause 12.4(b) or 12.4(d) for which LICENSEE shall be liable shall be [***]. THE FOREGOING STATES THE ENTIRE LIABILITY OF LICENSEE WITH RESPECT TO INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY.
12.4 12.5 ARM shall only be liable under Clause 12.1 for any damages awarded by a court for infringement by any ARM Technology of the Intellectual Property of a third party, up to the date upon which such court issues its judgementjudgment. ARM shall have no continuing liability under Clause 12.1 for any loss suffered by LICENSEE in respect of the same infringement after the date of such judgement.judgment,
Appears in 1 contract
Samples: Technology License Agreement (GCT Semiconductor Inc)
Intellectual Property Indemnities. 12.1 Except as provided under Clause 12.2, in the event of a suit against LICENSEE based upon a claim that any of the ARM Technology delivered by ARM to LICENSEE under tinder this TLATLA or the Trademarks, when used in accordance with this TLA, infringes any third party Intellectual Property, ARM agrees, subject to the limitations of Clauses 13.1 and 13.2, to defend and indemnify LICENSEE, at ARM’s expense, and to pay costs and damages finally awarded in any such suitsuit or agreed in any settlement, provided that; (i) ARM is promptly notified by LICENSEE, in writing, of any threats, claims and proceedings related thereto; (ii) ARM shall have has sole control of the defence defense and any settlement thereof; (iii) LICENSEE shall does not make any admission of liability nor settle or otherwise compromise any such claim without ARM’s prior written consent; (iv) LICENSEE furnishes to ARM, upon requestrequest and at ARM’s expense, any information available to LICENSEE relating to the defence defense of such claim; (v) LICENSEE provides reasonable assistance to ARM ARM, at ARM’s expense, in the defence defense of such claim; and (vi) ARM, at its option and expense, may; (a) obtain for LICENSEE the right to continue to use the ARM Technology; or (b) replace or modify the ARM Technology so that it becomes non-infringing, in which event LICENSEE shall cease use of the infringing ARM Technology. The expenses related to the provision of information or assistance by LICENSEE to ARM under the provisions of Clause 12.1(iv) or 12.1(v) for which ARM shall be limited to the [***]. THE FOREGOING STATES THE ENTIRE LIABILITY OF ARM WITH RESPECT TO INFRINGEMENT BY THE ARM TECHNOLOGY OF ANY THIRD PARTY INTELLECTUAL PROPERTY.
12.2 ARM shall have no liability under Clause 12.1 for in respect of any infringement arising from; (i1) the combination of the ARM Technology with other products not supplied by ARM if such infringement would not have occurred but for such combination; (ii) the NH/RT ARM/GCT Semiconductor, Inc. 28 June, 2011 Confidential LEC-ANX-03041-V4.0 modification by LICENSEE of the ARM Technology if such infringement would not have occurred but for such modification; (iii) the process of synthesizing any ARM “Technology including but not limited to the use by LICENSEE of LICENSEE’s or LICENSEE’s agent’s cell libraries if such infringement would not have occurred but for the application of such process; or (iv) any manufacturing process applied to the ARM Technology by LICENSEE if such infringement would not have occurred but for the application of such process.
12.3 If either a third party alleges, or ARM has any concerns, that any ARM Technology infringes or may infringe the Intellectual Property of a third party, then without any admission of liability, ARM at its option and expense may develop an Update to the relevant ARM Technology which in ARM’s opinion avoids such alleged infringement and upon receipt of such Update from ARM, LICENSEE shall; (i) in respect of any new designs or derivatives of any existing designs which have not been taped out, immediately cease use of the ARM Technology which the Update replaces; and (ii) in respect of any existing design which have been taped out, within nine (9) months of receipt of the Update cease use of the ARM Technology which the Update replaces.
12.4 If a suit against ARM is based in whole or in part upon a claim that any of the ARM Technology delivered by ARM to LICENSEE under this TLA, when used in accordance with this TLA, infringes any third party Intellectual Property because of; (i) the combination of the ARM Technology with other products not supplied by ARM if such infringement would not have occurred but for such combination; (ii) the modification by LICENSEE of the ARM Technology if such infringement would not have occurred but for such modification; (iii) the process of synthesizing any ARM Technology including but not limited to the use by LICENSEE of LICENSEE’s or LICENSEE’s agent’s cell libraries if such infringement would not have occurred but for the application of such process; or (iv) any manufacturing process applied to the ARM Technology by LICENSEE if such infringement would not have occurred but for the application of such process, then LICENSEE agrees to indemnify ARM for any legal costs (including attorney’s fees) reasonably incurred by ARM in defending such suit, up to a maximum limit of Two Million US Dollars suit provided that; (US$2,000,000a) per suit, provided that LICENSEE is notified promptly in writing of the suit and that Suit; (b) at LICENSEE’s request, LICENSEE is given control of and all requested reasonable assistance assistance, at LICENSEE’s expense, to defend such suit; (c) ARM shall not make any admission of liability nor settle or otherwise compromise any such claim without LICENSEE’s prior written consent; (d) ARM furnishes to LICENSEE, upon request; and at LICENSEE’S expense, any information available to ARM relating to the defense of such claim. The expenses related to the provision of information or assistance by ARM to LICENSEE under the provisions of Clause 12.4(b) or 12.4(d) for which LICENSEE shall be liable shall be [***]. THE FOREGOING STATES THE ENTIRE LIABILITY OF LICENSEE WITH RESPECT TO INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY.
12.4 12.5 ARM shall only be liable under Clause 12.1 for any damages awarded by a court for infringement by any ARM Technology of the Intellectual Property of a third party, up to the date upon which such court issues its judgementjudgment. ARM shall have no continuing NH/RT ARM/GCT Semiconductor, Inc. 28 June, 2011 Confidential LEC-ANX-03041-V4.0 liability under Clause 12.1 for any loss suffered by LICENSEE in respect of the same infringement after the date of such judgement.judgment,
Appears in 1 contract
Samples: Technology License Agreement (GCT Semiconductor Inc)
Intellectual Property Indemnities. 12.1 Except as provided under Clause 12.2, in the event of a suit 9.1 NTI agrees to indemnify and defend at its own expense any and all actions against LICENSEE Motorola based upon a claim that any the Licensed Software infringes an intellectual property right of the ARM Technology delivered by ARM to LICENSEE under this TLA, when used in accordance with this TLA, infringes any a third party Intellectual Property, ARM agrees, subject to the limitations of Clauses 13.1 and 13.2, to defend and indemnify LICENSEE, at ARM’s expenseparty, and to pay damages and reasonable costs and damages finally awarded paid or incurred by Motorola in any such suitaction, provided that; (i) ARM that NTI is notified promptly notified by LICENSEE, in writing, writing of any threats, claims the action and proceedings related thereto; (ii) ARM shall have sole at NTI's expense is given exclusive control of the defence said action and any settlement thereof; (iii) LICENSEE shall not make any admission of liability nor settle or otherwise compromise any such claim without ARM’s prior written consent; (iv) LICENSEE furnishes to ARM, upon request, any information available to LICENSEE relating to the defence of such claim; (v) LICENSEE provides reasonable assistance for defense of same.
9.2 If the Licensed Software becomes, or in NTI's opinion is likely to ARM in become, the defence subject of such claim; and (vi) ARMa claim of infringement of an intellectual property right, NTI may at its option and expense, may; at no expense to Motorola: (ai) obtain for LICENSEE Motorola the right to continue using the Licensed Software in a manner consistent with this Agreement, (ii) replace it or modify it to make it non- infringing but functionally equivalent, or if neither (i) or (ii) is reasonably available to NTI, (iii) terminate the Agreement. If the Licensed Software becomes the subject of a claim of infringement of an intellectual property right, Motorola may at its option obtain for itself a right to continue using the Licensed Software; provided however (1) such right is obtained at no expense or liability to NTI (including without limitation any obligations that NTI may have to indemnify Motorola under the terms of this agreement) and (2) without any admission of infringement or liability on the part of NTI, Motorola or other user of the Licensed Software.
9.3 NTI shall have no liability for any claim of intellectual property right if the infringement arises from the use or combination of the Licensed Software with programs not supplied by NTI, unless such programs are necessary to use the ARM Technology; Licensed Software or (b) replace or modify from the ARM Technology so that it becomes non-infringing, in which event LICENSEE shall cease use of other than a current unaltered release of the Licensed Software if such infringement would have been avoided by the use of the infringing ARM Technology. current unaltered release of the Licensed Software.
9.4 THE FOREGOING STATES THE ENTIRE LIABILITY OF ARM NTI WITH RESPECT TO INFRINGEMENT BY THE ARM TECHNOLOGY OF ANY PATENT, COPYRIGHT, TRADE SECRET OR OTHER PROPRIETARY RIGHT OF A THIRD PARTY INTELLECTUAL PROPERTY.
12.2 ARM shall have no liability under Clause 12.1 for any infringement arising from; (i) the combination of the ARM Technology with other products not supplied by ARM if such infringement would not have occurred but for such combination; (ii) the modification by LICENSEE of the ARM Technology if such infringement would not have occurred but for such modification; (iii) the process of synthesizing any ARM Technology including but not limited to the use by LICENSEE of LICENSEE’s or LICENSEE’s agent’s cell libraries if such infringement would not have occurred but for the application of such process; or (iv) any manufacturing process applied to the ARM Technology by LICENSEE if such infringement would not have occurred but for the application of such process.
12.3 If a suit against ARM is based in whole or in part upon a claim that any of the ARM Technology delivered by ARM to LICENSEE under this TLA, when used in accordance with this TLA, infringes any third party Intellectual Property because of; (i) the combination of the ARM Technology with other products not supplied by ARM if such infringement would not have occurred but for such combination; (ii) the modification by LICENSEE of the ARM Technology if such infringement would not have occurred but for such modification; (iii) the process of synthesizing any ARM Technology including but not limited to the use by LICENSEE of LICENSEE’s or LICENSEE’s agent’s cell libraries if such infringement would not have occurred but for the application of such process; or (iv) any manufacturing process applied to the ARM Technology by LICENSEE if such infringement would not have occurred but for the application of such process, then LICENSEE agrees to indemnify ARM for any legal costs (including attorney’s fees) reasonably incurred by ARM in defending such suit, up to a maximum limit of Two Million US Dollars (US$2,000,000) per suit, provided that LICENSEE is notified promptly in writing of the suit and that at LICENSEE’s request, LICENSEE is given control of and all requested reasonable assistance to defend such suit.
12.4 ARM shall only be liable under Clause 12.1 for any damages awarded by a court for infringement by any ARM Technology of the Intellectual Property of a third party, up to the date upon which such court issues its judgementPARTY. ARM shall have no continuing liability under Clause 12.1 for any loss suffered by LICENSEE in respect of the same infringement after the date of such judgement.-9-
Appears in 1 contract
