Common use of MANUFACTURER INFRINGEMENT INDEMNIFICATION Clause in Contracts

MANUFACTURER INFRINGEMENT INDEMNIFICATION. Manufacturer shall indemnify and hold Purchaser and its Affiliates (including ELA and its Affiliates) harmless from and against any and all liabilities, damages, costs or losses (including, without limitation, reasonable attorneys' fees) arising out of or related to claims or suits asserted or brought against Manufacturer or Purchaser under any and all Applicable Laws to the extent such claim or suit is based on alleged infringement, unauthorized use or misappropriation of patents, mask work rights, copyrights or other Intellectual Property Rights of a third party in connection with the sale or use of Products in the Territory (the "Infringement Claims"). In any event, Manufacturer has the right at any time and in its sole discretion to modify the design of any Product so that it becomes non-infringing, to obtain a license for such Products or to cease to provide such Product to Purchaser, provided that all damages, losses, costs, and expenses incurred by Purchaser that are directly related to such modification shall be treated as indemnifiable expenses of Purchaser and its Affiliates (including ELA and its Affiliates) for purposes of this Section 9.4 and shall be borne by Manufacturer. Purchaser shall use its Best Efforts to assist and cooperate with Manufacturer in the defense of any Infringement Claims to the extent Purchaser is the beneficiary of any rights against the maker of such Infringement Claim pursuant to any agreement the benefit of which may also inure to the benefit of Manufacturer; provided that such cooperation shall be at the sole expense of Manufacturer and Purchaser shall not be required to initiate or join in any litigation in connection therewith.

MANUFACTURER INFRINGEMENT INDEMNIFICATION. Manufacturer shall indemnify and hold Purchaser and Purchaser, its Affiliates (including ELA and its Affiliates) Purchaser Distributors harmless from and against any and all liabilities, damages, costs or losses (including, without limitation, reasonable attorneys' fees) arising out of or related to claims or suits asserted or brought against Manufacturer or Purchaser under any and all Applicable Laws to the extent such claim or suit is based on alleged infringement, unauthorized use or misappropriation of patents, mask work rights, copyrights or other Intellectual Property Rights of a third party in connection with the sale or use of Products in the Territory (the "Infringement Claims"). In any event, Manufacturer has the right at any time and in its sole discretion to modify the design of any Product so that it becomes non-infringing, to obtain a license for such Products or to cease to provide such Product to Purchaser, provided that all damages, losses, costs, and expenses incurred by Purchaser that are directly related to such modification shall be treated as indemnifiable expenses of Purchaser and Purchaser, its Affiliates (including ELA and its Affiliates) Purchaser Distributors for purposes of this Section 9.4 and shall be borne by Manufacturer. Purchaser shall use its Best Efforts to assist and cooperate with Manufacturer in the defense of any Infringement Claims to the extent Purchaser is the beneficiary of any rights against the maker of such Infringement Claim pursuant to any agreement with such third party, the benefit of which may also inure to the benefit of Manufacturer; provided that such cooperation shall be at the sole expense of Manufacturer and Purchaser shall not be required to initiate or join in become a party to any litigation in connection therewith.