Common use of OSTEX DEFENSE OF THIRD-PARTY CLAIMS AND INDEMNITY Clause in Contracts

OSTEX DEFENSE OF THIRD-PARTY CLAIMS AND INDEMNITY. In the event that any claim, suit, or other legal proceeding is threatened or commenced against Hologic or Serex that is founded, in whole or in part, on an allegation that the NTx Assay Technology, Critical Reagents or Ostex Intellectual Property as used in the NTx Meter System infringes any trade secret, patent, or copyright belonging to a third party (other than Serex), Hologic will give Ostex prompt written notice of such legal proceeding and Ostex may elect to assume sole control of the defense to or settlement of such dispute. Hologic shall cooperate fully with Ostex in any defense, settlement or compromise made by Ostex. Hologic shall not enter into any settlement agreement or other voluntary resolution of any such claim, suit, or other legal proceeding without obtaining Ostex's prior written consent thereto. If Hologic has complied fully with the procedures set forth in this SECTION 15.2, Ostex will indemnify and hold Hologic harmless from and against any loss, cost, damage, or other expenses incurred by Hologic as a result of such claim, suit or legal proceeding. If a final injunction is obtained against Hologic's use of the NTx Assay Technology, Critical Reagents or Ostex Intellectual Property as used in the NTx Meter Systems, or if in the opinion of Ostex the NTx Assay Technology, Critical Reagents or Ostex Intellectual Property are likely to become the subject of a successful claim of infringement, Ostex may, at its option and expense, (i) procure for Hologic the right to continue distributing and/or using the NTx Assay Technology, Critical Reagents or Ostex Intellectual Property in the NTx Meter System, (ii) replace or modify the NTx Assay Technology, Critical Reagents or Ostex Intellectual Property so that it (they) become non-infringing, or (iii) if neither (i) or (ii) are reasonably available, accept return of the NTx Assay Technology, Critical Reagents or Ostex Intellectual Property used in the NTx Meter Systems held by Hologic and its distributors in inventory, and terminate this Agreement without further obligation or liability. This indemnification provision shall be null and void and Ostex shall have no liability to the extent that NTx Assay Technology, Critical Reagents or Ostex Intellectual Property have been modified or tampered with in any way without the express written consent of Ostex, or if Hologic or Serex have any interest in the claim, suit or other legal proceeding, or any license to any right so asserted.

OSTEX DEFENSE OF THIRD-PARTY CLAIMS AND INDEMNITY. In To the event extent that any claim, suit, or other legal proceeding is threatened or commenced against Hologic or Serex Metrika that is founded, in whole or in part, founded on an allegation that the NTx Assay Technology, Critical Reagents or Ostex Intellectual Property as used in the NTx/DRx Device, or use of the NTx/DRx Device specifically to assay NTx Meter System in urine, infringes any trade secret, patent, or copyright belonging to a third party (other than Serex)party, Hologic Metrika will give Ostex prompt written notice of such legal proceeding and Ostex may elect to assume sole control of the defense to or settlement of such dispute. Hologic Metrika shall cooperate fully with Ostex in any defense, settlement or compromise made by Ostex. Hologic Metrika shall not enter into any settlement agreement or other voluntary resolution of any such claim, suit, or other legal proceeding without obtaining Ostex's prior written consent thereto. If Hologic Metrika has complied fully with the procedures set forth in this SECTION 15.2Section 9.2, Ostex will indemnify and hold Hologic Metrika harmless from and against any loss, cost, damage, or other expenses including reasonable attorneys' fees incurred by Hologic Metrika as a result of such claim, suit or legal proceeding. If a final injunction is obtained against HologicMetrika's use of the NTx Assay Technology, Critical Reagents or Ostex Intellectual Property as used in the NTx Meter Systemsmanufacture of the NTx/DRx Device, or if in the opinion of Ostex the NTx Assay Technology, Critical Reagents or Ostex Intellectual Property are likely to become the subject of a successful claim of infringement, Ostex may, at its option and expense, (i) procure for Hologic Metrika the right to continue distributing and/or using the NTx Assay Technology, Critical Reagents or Ostex Intellectual Property in the NTx Meter Systemaccordance with terms of this Agreement, (ii) replace or modify the NTx Assay Technology, Critical Reagents or Ostex Intellectual Property so that it (they) become becomes non-infringing, or (iii) if neither (i) or (ii) are reasonably available, accept return of the NTx Assay Technology, Critical Reagents or Ostex Intellectual Property used in the NTx Meter Systems held by Hologic and its distributors Metrika in inventory, and terminate this Agreement without further obligation or liability. This indemnification provision shall be null and void not apply and Ostex shall have no liability to the extent that NTx Assay Technology, the Critical Reagents or Ostex Intellectual Property have been modified or tampered with in any way without the express written consent of Ostex, or if Hologic or Serex have Metrika has any interest in the claim, suit or other legal proceeding, or any license to any right so asserted.

OSTEX DEFENSE OF THIRD-PARTY CLAIMS AND INDEMNITY. In To the event extent that any claim, suit, or other legal proceeding is threatened or commenced against Hologic or Serex Metrika that is founded, in whole or in part, founded on an allegation that the NTx Assay Technology, Technology or Critical Reagents or Ostex Intellectual Property as used in the NTx/Digital Response Device or use of the NTx/Digital Response Device specifically to assay NTx Meter System in urine, infringes any trade secret, patent, or copyright belonging to a third party (other than Serex)party, Hologic Metrika will give Ostex prompt written notice of such legal proceeding and Ostex may elect to assume sole control of the defense to or settlement of such dispute. Hologic Metrika shall cooperate fully with Ostex in any defense, settlement or compromise made by Ostex. Hologic Metrika shall not enter into any settlement agreement or other voluntary resolution of any such claim, suit, or other legal proceeding without obtaining Ostex's prior written consent thereto. If Hologic Metrika has complied fully with the procedures set forth in this SECTION 15.2Section 13.2, Ostex will indemnify and hold Hologic Metrika harmless from and against any loss, cost, damage, or other expenses including reasonable attorneys' fees incurred by Hologic Metrika as a result of such claim, suit or legal proceeding. If a final injunction is obtained against HologicMetrika's use of the NTx Assay Technology, Technology or Critical Reagents or Ostex Intellectual Property as used in the NTx Meter SystemsNTx/Digital Response Device, or if in the opinion of Ostex the NTx Assay Technology, Technology or Critical Reagents or Ostex Intellectual Property are likely to become the subject of a successful claim of infringement, Ostex may, at its option and expense, (i) procure for Hologic Metrika the right to continue distributing and/or using the NTx Assay Technology, Technology or Critical Reagents or Ostex Intellectual Property in the NTx Meter Systemaccordance with terms of this Agreement, (ii) replace or modify the NTx Assay Technology, Technology or Critical Reagents or Ostex Intellectual Property so that it (they) become becomes non-infringing, or (iii) if neither (i) or (ii) are reasonably available, accept return of the NTx Assay Technology, Critical Reagents or Ostex Intellectual Property used in the NTx Meter Systems held by Hologic Metrika and its distributors designated manufacturer(s) in inventory, and terminate this Agreement without further obligation or liability. This indemnification provision shall be null and void not apply and Ostex shall have no liability to the extent that NTx Assay Technology, Technology or Critical Reagents or Ostex Intellectual Property have been modified or tampered with in any way without the express written consent of Ostex, or if Hologic or Serex have Metrika has any interest in the claim, suit or other legal proceeding, or any license to any right so asserted.