Common use of PATENT INDEMNIFICATION Clause in Contracts

PATENT INDEMNIFICATION. a) Each Party shall indemnify, defend and hold the other Party and its Affiliates and their respective employees, directors, officers and agents harmless against any claim, liability, damages, losses, judgment, and other expense (including but not limited to reasonable attorney’s fees and court costs) awarded against the Party by a court of competent jurisdiction pursuant to a final judgment in favor of the owner of any patent, copyright, mask work, trademark, or trade secret, as a direct result of any claim of infringement of any such patent, copyright, trademark or misappropriation of any trade secret related to the Party’s purported Intellectual Property rights set out in Schedule 11.1. b) In the event of an infringement or misappropriation claim as described in this Section 13.4 arises, or if the indemnifying Party reasonably believes that a claim is likely to be made, the indemnifying Party, at its option and at the indemnifying Party’s expense, may: (i) modify the Intellectual Property so that it becomes non-infringing; or (ii) modify the Services so that the process becomes non-infringing but still complies with the applicable Specifications; or (iii) replace the Product with a substitute Product that complies with the applicable Specifications, or perform the process in a manner that is non-infringing but functionally equivalent; or (iv) obtain for the indemnified Party the right to use the Intellectual Property upon commercially reasonable terms at indemnifying Party’s sole expense. Sanofi-aventis shall have no obligation under this Section or other liability for any infringement or misappropriation claim resulting or alleged to result from: (v) a claim of infringement that relates to a further process not performed by sanofi-aventis, unless the intellectual property rights to such further process are owned or licensed by sanofi-aventis; (vi) use of the Product in combination with any substance or composition not furnished or recommended for use by sanofi-aventis, unless sanofi-aventis is also the licensor of Intellectual Property rights relating to such combination; (vii) any claim arising from any Specification, instruction, information, design or other materials required by CPP of sanofi-aventis under this Agreement, where the Product or Service would not infringe had sanofi-aventis not complied with the direction of CPP.

PATENT INDEMNIFICATION. (a) Each Party Subject to the limitations set forth in this Section 5.11, for the three (3) year period beginning on the Closing Date, Seller shall indemnify, defend save and hold the other Party and harmless Buyer, its Affiliates and for each such Entity, their respective employeesofficers, directors, officers employees, agents, distributors and agents harmless users of Business Products from and against money damages (including royalties) and/or costs awarded arising out of any claims by any third-party that the design, development, making, having made, use, offer for sale, import, package or sale of Business Products by the Business infringes any patent issued prior to the Closing Date in any country in which the allegedly infringing Business Product had been made, used or sold prior to Closing; provided, however, that such indemnification shall not apply to a Business Product if the infringement of a third-party's patent would have been avoided but for a post-Closing change in manufacturing, design or packaging of a Business Product, or but for a change in the combination of products with which a Business Product is sold or offered for sale. (b) Upon its receipt of a claim giving rise to a claim for indemnity under this Section 5.11, including receipt by it of any notification, communication, demand, assertion, claim, liabilityaction, damagesjudicial proceeding, lossesadministrative proceeding, judgmentor other proceeding by any third-party that Buyer infringes or has misappropriated such a third-party's patent, Buyer will give prompt written notice thereof to Seller. Buyer's failure to notify Seller promptly of a claim will relieve Seller of its obligations under this Section 5.11 only if the failure has an Adverse Effect on Seller's ability to defend or settle that claim, and other expense (including but not limited such failure shall only affect Seller's obligations with respect to reasonable attorney’s fees and court costs) awarded against the Party by that claim. Seller shall promptly address all claims received from Buyer. Seller shall act in good faith in evaluating a court settlement of competent jurisdiction pursuant to a final judgment in favor of the owner of any patent, copyright, mask work, trademark, or trade secret, as a direct result of any claim of infringement of any such patent, copyright, trademark or misappropriation of any trade secret related to the Party’s purported Intellectual Property rights set out in Schedule 11.1. b) In the event of an infringement or misappropriation claim as described in this Section 13.4 arises, or if the indemnifying Party reasonably believes that a claim is likely to be made, and shall consider the indemnifying Party, at its option and at following factors in the indemnifying Party’s expense, mayevaluation: (i) modify the Intellectual Property so that it becomes validity of the claim, (ii) the monetary limitations of the indemnity under this Section 5.11, (iii) the effect of the claim being upheld in litigation upon the Business, and (iv) the mutual desire of the parties to minimize the expense of the indemnity. (c) The indemnity set forth in Section 5.11 shall apply for the enforceable life of the asserted patent with respect to any claims filed prior to the expiration of the three year period set forth in Section 5.11(a). (d) With respect to any claim which Seller is called upon to indemnify Buyer under the terms of this Section 5.11, Seller shall have the exclusive control of the defense of such suit and all negotiations relative to the settlement thereof. Buyer shall provide all reasonable information and assistance, at Seller's sole expense, as Seller may request, including, if commercially reasonable, redesigning the Buyer's products to make them non-infringing. The commercial reasonableness of a redesign of a product includes, without limitation, the retention of all performance features that materially affect the marketability of the product, the lack of any material effect on Buyer's ability to obtain orders and to obtain and retain customers for the product, and the avoidance of any material increased manufacturing costs. Seller shall be permitted to settle such claims, upon reasonable prior notice to, and after consultation with, Buyer, at its sole expense, provided Buyer shall not have any obligation for future expense or payment and provided that the settlement agreement shall not result in any requirement that Buyer cease, alter (except for a redesign provided for by this Section 5.11(d)) or curtail the manufacturing, importation, marketing or sale of any product. Buyer shall have the right, but not the obligation, to participate in such legal proceedings with counsel of its own selection and its own expense. Buyer agrees that Seller shall be authorized in the settlement of such claims to grant licenses under Patents that are Assigned Technology or Samsung Licensed IP, provided that Buyer receives from the licensee of such patents a reciprocal patent license of comparable weight and scope. (e) Seller's liability under this Section 5.11 and Section 5.23 (including all third-party costs and out-of-pocket expenses incurred by it exclusive, however, of any internal Seller man-hour costs (salaries plus applicable xxxx-ups for fringes and overhead) for the time its employees spent on the matter) shall in no event exceed forty million dollars ($40,000,000.00); provided, however, that if this liability limit will be exceeded by virtue of any proposed settlement, Seller shall not make such a settlement without the prior written consent of Buyer provided that Buyer shall be responsible for and shall assume all costs in excess of said limit of liability and provided that Buyer shall not unreasonably withhold its consent to any proposed settlement; provided further, that no Retained Liability shall be included in the foregoing limit. (f) The indemnity provided in this Section 5.11 shall not apply if (i) the claimed infringement is the result of the Buyer's breach of any obligation under any License or (ii) modify the Services so that the process becomes non-infringing but still complies with the applicable Specifications; or (iii) replace the Product with a substitute Product that complies with the applicable Specifications, or perform the process in a manner that is non-infringing but functionally equivalent; or (iv) obtain for the indemnified Party the right to use the Intellectual Property upon commercially reasonable terms at indemnifying Party’s sole expense. Sanofi-aventis shall damages and/or costs being claimed have no obligation previously been recovered under this Section or other liability for any infringement or misappropriation claim resulting or alleged to result from: (v) a claim of infringement that relates to a further process not performed by sanofi-aventis, unless the intellectual property rights to such further process are owned or licensed by sanofi-aventis; (vi) use of the Product in combination with any substance or composition not furnished or recommended for use by sanofi-aventis, unless sanofi-aventis is also the licensor of Intellectual Property rights relating to such combination; (vii) any claim arising from any Specification, instruction, information, design or other materials required by CPP of sanofi-aventis under this Agreement, where the Product or Service would not infringe had sanofi-aventis not complied with the direction of CPP11.2.

PATENT INDEMNIFICATION. (a) Each Party Subject to the limitations set forth in this Section 5.11, for the three (3) year period beginning on the Closing Date, Raytheon shall indemnify, defend save and hold harmless Buyer and the other Party and its Company, their Affiliates and for each such Entity their respective employeesofficers, directors, officers employees, agents, distributors and agents harmless users of Company Product from and against money damages (including royalties) and/or costs awarded arising out of any claims by any third party that the design, development, making, having made, use, offer for sale, import, package or sale of Company Products by Company infringes any patent issued prior to the Closing Date in any country in which the allegedly infringing Company Product had been made, used or sold prior to Closing, including those patent infringement liabilities identified in Schedule 3.5(d) as Assumed Liabilities; provided, however, that such indemnification shall not apply to a Company Product if the infringement of a third party's patent would have been avoided but for a post-Closing change in manufacturing, design or packaging of a Company Product, or but for a change in the combination of products with which a Company Product is sold or offered for sale. (b) Upon its receipt of a claim giving rise to a claim for indemnity under this Section 5.11, including receipt by it of any notification, communication, demand, assertion, claim, liabilityaction, damagesjudicial proceeding, lossesadministrative proceeding, judgmentor other proceeding by any third party that Buyer or the Company infringes or has misappropriated such a third party's patent, Buyer or the Company will give prompt written notice thereof to Raytheon. Buyer's or the Company's failure to notify Raytheon promptly of a claim will relieve Raytheon of its obligations under this Section 5.11 only if the failure has an Adverse Effect on Raytheon's ability to defend or settle that claim, and other expense (including but not limited such failure shall only affect Raytheon's obligations with respect to reasonable attorney’s fees and court costs) awarded against that claim. Raytheon shall promptly address all claims received from Buyer or the Party by Company. Raytheon shall act in good faith in evaluating a court settlement of competent jurisdiction pursuant to a final judgment in favor of the owner of any patent, copyright, mask work, trademark, or trade secret, as a direct result of any claim of infringement of any such patent, copyright, trademark or misappropriation of any trade secret related to the Party’s purported Intellectual Property rights set out in Schedule 11.1. b) In the event of an infringement or misappropriation claim as described in this Section 13.4 arises, or if the indemnifying Party reasonably believes that a claim is likely to be made, and shall consider the indemnifying Party, at its option and at following factors in the indemnifying Party’s expense, mayevaluation: (i) modify the Intellectual Property so that it becomes validity of the claim, (ii) the monetary limitations of the indemnity under this Section 5.11, (iii) the effect of the claim's being upheld in litigation upon the Company's business, and (iv) the mutual desire of the parties to minimize the expense of the indemnity. (c) The indemnity set forth in Section 5.11 shall apply for the enforceable life of the asserted patent with respect to any claims filed prior to the expiration of the three year period set forth in Section 5.11(a). (d) With respect to any claim which Raytheon is called upon to indemnify Buyer and the Company under the terms of this Section 5.11, Raytheon shall have the exclusive control of the defense of such suit and all negotiations relative to the settlement thereof. Buyer and the Company shall provide all reasonable information and assistance, at Raytheon's sole expense, as Raytheon may request, including, if commercially reasonable, redesigning the Company's or Buyer's products to make them non-infringing; . The commercial reasonableness of a redesign of a product includes, without limitation, the retention of all performance features that materially affect the marketability of the product, the lack of any material effect on the Company or (ii) modify Buyer's ability to obtain orders and to obtain and retain customers for the Services so product, and the avoidance of any material increased manufacturing costs. Raytheon shall be permitted to settle such claims, upon reasonable prior notice to, and after consultation with, Buyer and the Company, at its sole expense, provided neither Buyer nor the Company shall have any obligation for future expense or payment and provided that the process becomes non-infringing settlement agreement shall not result in any requirement that Buyer or the Company cease, alter (except for a redesign provided for by this Section 5.11(d)) or curtail the manufacturing, importation, marketing or sale of any product. Buyer and the Company shall have the right, but still complies not the obligation, to participate in such legal proceedings with the applicable Specifications; or (iii) replace the Product with a substitute Product that complies with the applicable Specifications, or perform the process in a manner that is non-infringing but functionally equivalent; or (iv) obtain for the indemnified Party the right to use the Intellectual Property upon commercially reasonable terms at indemnifying Party’s sole counsel of its own selection and its own expense. Sanofi-aventis Buyer and the Company agree that Raytheon shall have no obligation be authorized in the settlement of such claims to grant licenses under Patents that are Company IP or Raytheon Licensed IP, provided that Buyer and the Company receive from the licensee of such patents a reciprocal patent license of comparable weight and scope. (e) Raytheon's liability under this Section or other 5.11 (including all third party costs and out-of-pocket expenses incurred by it exclusive, however, of any internal Raytheon manhour costs (salaries plus applicable xxxx-ups for fringes and overhead) for the time its employees spent on the matter) shall in no event exceed ten million dollars ($10,000,000.00); provided, however, that if this liability limit will be exceeded by virtue of any proposed settlement, Raytheon shall not make such a settlement without the prior written consent of Buyer and the Company provided that Buyer and the Company shall be responsible for and shall assume all costs in excess of said limit of liability and provided that Buyer shall not unreasonably withhold its consent to any proposed settlement. (f) The indemnity provided in this Section 5.11 shall not apply if the claimed infringement or misappropriation claim resulting or alleged to is the result from: (v) a claim of infringement that relates to a further process not performed by sanofi-aventis, unless the intellectual property rights to such further process are owned or licensed by sanofi-aventis; (vi) use of the Product in combination with Buyer's breach of any substance or composition not furnished or recommended for use by sanofi-aventis, unless sanofi-aventis is also the licensor of Intellectual Property rights relating to such combination; (vii) obligation under any claim arising from any Specification, instruction, information, design or other materials required by CPP of sanofi-aventis under this Agreement, where the Product or Service would not infringe had sanofi-aventis not complied with the direction of CPPLicense.

PATENT INDEMNIFICATION. (a) Each Party MBI shall indemnify, defend indemnify and hold the other Party and its Affiliates and their respective employees, directors, officers and agents harmless Mallinckrodt against any claim, liability, damages, losses, judgment, and other expense (including but not limited to reasonable attorney’s fees all Losses based on and court costs) awarded against the Party by a court of competent jurisdiction pursuant to a final judgment in favor of the owner of any patent, copyright, mask work, trademark, or trade secret, as a direct result of resulting from any claim of infringement of any such patentpatent of a third party in the United States of America, copyrightCanada, trademark any of the countries of Western Europe (as that term is commonly understood), Japan, Australia or misappropriation New Zealand and which claim arises from Mallinckrodt's manufacture, use or sale of ALBUNEX pursuant to this Agreement. (b) With respect to any other Losses based on and resulting from any claim of infringement of any trade secret related patent in a country in the Territory, the Additional Territory or the Nycomed Territory (other than a country named or referred to SECTION 8.03(a)) and which claim arose from Mallinckrodt's manufacture, use or sale of ALBUNEX pursuant to this Agreement, Mallinckrodt shall be responsible for 60% of any such Loss and MBI shall be responsible for 40% of any such Loss (with the Party’s purported Intellectual Property rights set out exception that if any such Loss is in Schedule 11.1respect of ALBUNEX manufactured by Mallinckrodt, MBI shall be responsible for a percentage of the Loss determined in a manner consistent with the royalty payable by Mallinckrodt in respect of Net Sales of such ALBUNEX, as the case may be and Mallinckrodt shall be responsible for the remainder of the Loss). b(c) In the event of an infringement or misappropriation any third party asserts any claim with respect to any matter as described to which the indemnities in this Section 13.4 arisesSECTION 8.03 relate, the party against whom the claim is asserted shall give prompt notice to the other party. The party who has the responsibility to pay the entire potential Loss or the greatest share of the potential Loss, as the case may be (the "INDEMNIFYING PARTY"), shall have the right at its election to take over the defense or settlement of the third party claim at its own expense by giving prompt notice to the other party (the "INDEMNIFIED PARTY"). If the Indemnifying Party does not give such notice and does not proceed diligently so to defend the third party claim within 30 days after receipt of the notice of the third party claim, the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make as to those claims, and shall reimburse the Indemnified Party for its Losses and expenses related to the defense or settlement of the third party claim. The Indemnifying Party shall be bound by any settlement that the Indemnified Party may make, however, only if the indemnifying Indemnified Party reasonably believes that a claim is likely to be made, gives the indemnifying Party, Indemnifying Party at its option least 15 days prior written notice of the settlement and at the indemnifying Party’s expense, may: either (i) modify the Intellectual Property so that it becomes non-infringing; Indemnifying Party does not object to the proposed settlement by written notice to the Indemnified Party within 10 days after receipt of the Indemnified Party's notice or (ii) modify if the Services so that Indemnifying Party does timely object to the process becomes non-infringing but still complies with proposed settlement, the applicable Specifications; or Indemnifying Party does not at the same time agree to (iiiA) replace undertake the Product with a substitute Product that complies with further defense of the applicable Specificationsthird party claim, or perform (B) indemnify the process Indemnified Party for any Loss in a manner that is non-infringing but functionally equivalent; or excess of its proposed settlement and (ivC) obtain reimburse the Indemnified Party for its reasonable expenses related to the defense of the third party claim. Upon request of the Indemnified Party, the Indemnified Party shall be consulted from time to time and be informed of the status of the third party claim. The parties shall cooperate in defending against any asserted third party claims. For purposes of this SECTION 8.03, the indemnification of the Indemnified Party shall also include the indemnification of the Indemnified Party's employees, agents, Affiliates, and third parties performing services for the indemnified Party the right to use the Intellectual Property upon commercially reasonable terms at indemnifying Indemnified Party’s sole expense. Sanofi-aventis shall have no obligation under this Section or other liability for any infringement or misappropriation claim resulting or alleged to result from: (v) a claim of infringement that relates to a further process not performed by sanofi-aventis, unless the intellectual property rights to such further process are owned or licensed by sanofi-aventis; (vi) use of the Product in combination with any substance or composition not furnished or recommended for use by sanofi-aventis, unless sanofi-aventis is also the licensor of Intellectual Property rights relating to such combination; (vii) any claim arising from any Specification, instruction, information, design or other materials required by CPP of sanofi-aventis under this Agreement, where the Product or Service would not infringe had sanofi-aventis not complied with the direction of CPP.

PATENT INDEMNIFICATION. (a) Each Party shall indemnifyAIWA warrants that it has the full right to use the pre-existing intellectual property described in Exhibit H without any royalty obligations or liabilities. AIWA further warrants that it has the right to use and the right to permit Ecrix to use such intellectual property with respect to the Products manufactured by AIWA, defend pursuant to the licenses granted in this Agreement. (b) Ecrix will indemnify and hold the other Party harmless AIWA from any claims, suits, demands, loss, damage and its Affiliates and their respective employees, directors, officers and agents harmless against any claim, liability, damages, losses, judgment, and other expense (including but not limited to reasonable attorney’s fees counsel fees) arising out of or connected with any claim that a Product manufactured by AIWA and/or any software/firmware and court costs) awarded against the Party product interface supplied by a court of competent jurisdiction pursuant to a final judgment in favor of the owner of Ecrix infringes any patent, copyright, mask work, trademark, or trade secret, as copyright patent or any other intellectual property rights with the exception of those patents listed on Exhibit H. AIWA shall promptly notify Ecrix of the commencement of any such action or suit, of threats thereof, and Ecrix shall be afforded the opportunity to determine the manner in which such action or suit should be handled or otherwise disposed of. Notwithstanding the foregoing, if AIWA is a direct result named party in any action or suit, AIWA may participate in any such action or suit by its own counsel without affecting the indemnity granted pursuant to this paragraph. AIWA shall not undertake to settle, or agree to any settlement herein, without first obtaining the written consent of Ecrix. (c) Notwithstanding anything in this Section 26 to the contrary, Ecrix shall have no liability for any claim of infringement of any such patent, trade secret, or copyright, trademark or misappropriation of any trade secret related to the Party’s purported Intellectual Property rights set out in Schedule 11.1. b) In the event of an infringement or misappropriation claim as described in this Section 13.4 arises, or if the indemnifying Party reasonably believes that a claim is likely to be made, the indemnifying Party, at its option and at the indemnifying Party’s expense, may: alleged infringement arises from (i) modify changes and modifications to the Intellectual Property so that it becomes non-infringingProduct by AIWA other than those provided in Section 20.2 hereof; or (ii) the manufacturing process by which the Product is manufactured unless the product design provided by Ecrix requires the manufacturing process or the manufacturing process which is the subject of such claim is originated with Ecrix and has been performed by AIWA in compliance with Ecrix engineering drawings. (d) AIWA shall defend such action or suit to the extent it is liable pursuant to paragraph (c) above at its expense, by reputable counsel selected by AIWA and shall pay any and all fees, costs or damages that may be awarded in such action or in settlement thereof, provided Ecrix gives AIWA full information and assistance to defend and/or settle such action or suit or threats thereof. Settlement shall be at the option of AIWA. In the event that a judicial determination of infringement of a patent, trade secret or copyright is made or a final injunction is obtained against Ecrix prohibiting usage of the Product purchased hereunder or any part thereof by reason of such infringement, AIWA shall have the right upon written notice to Ecrix, to either (A) at its expense, procure for Ecrix the right to continue using the Product or replace or modify the Services Product, or (B) modify the manufacturing process for the Product so that the process becomes non-infringing but still complies with the applicable Specifications; or (iii) replace the Product with a substitute Product that complies with the applicable Specifications, or perform the process in a manner that it is non-infringing but functionally equivalent; so long as such modification does not affect the Products functioning, or (ivC) obtain direct Ecrix to return such Product to AIWA at AIWA's expense. In case of (C) above this Agreement shall be terminated with respect to the affected Product. If any Product is so returned to AIWA, AIWA shall not be liable for the indemnified Party result thereof except that if AIWA has been paid for the right products by Ecrix AIWA shall pay to use Ecrix the Intellectual Property original purchase price for such Product which does not contain any part originated with Ecrix's request and involving possible infringement upon commercially reasonable terms at indemnifying Party’s sole expense. Sanofi-aventis shall have no obligation under this Section the Patent, trade secret or other liability for any infringement or misappropriation claim resulting or alleged copyright in question. (e) Without prejudice to result from: the parties rights and obligations set out in paragraphs (va) through (d) above, if an action is brought against both AIWA and Ecrix based on a claim of infringement that relates the Product manufactured by AIWA and/or any software/firmware and product interface supplied by Ecrix infringes any trade secret, copyright patent or any other intellectual property rights, the parties agree to work together to resolve such a claim. The first attempt will be to work with the alleging party in an attempt to come to a further process not performed by sanofi-aventissatisfactory solution for both sides. If this effort fails, unless upon mutual agreement, the intellectual property rights parties may select a reputable counsel to defend their position and share the costs of such further process are owned counsel and all fees, costs or licensed by sanofi-aventis; (vi) use of the Product damages that may be awarded in combination with any substance such action or composition not furnished or recommended for use by sanofi-aventis, unless sanofi-aventis is also the licensor of Intellectual Property rights relating to such combination; (vii) any claim arising from any Specification, instruction, information, design or other materials required by CPP of sanofi-aventis under this Agreement, where the Product or Service would not infringe had sanofi-aventis not complied with the direction of CPPin settlement thereof.

PATENT INDEMNIFICATION. a) Each Party 25.1 During the term of this Agreement and thereafter, MATRITECH shall indemnify, defend indemnify and hold the other Party and its Affiliates and their respective employees, directors, officers and agents KONICA harmless against any claim, liability, damages, losses, judgment, and other expense (including but not limited to reasonable attorney’s fees and court costs) awarded against the Party by a court claim of competent jurisdiction pursuant to a final judgment in favor of the owner infringement of any patent, copyright, mask workdesign or other intellectual property rights with respect to the PRODUCTS purchased by KONICA hereunder, trademarkexcept as provided in Section 25.3 below. In the event a third party at any time brings suit against KONICA anywhere in the TERRITORY claiming infringement of its patent rights or unauthorized use or misappropriation of its technology, based on a claim arising out of the use or sale of the PRODUCTS, MATRITECH shall have sole and exclusive right to take all appropriate legal action with respect thereto. KONICA shall, after receipt of notification of a third party claim or notice of commencement of any action, suit or proceeding of the type described in the preceding sentence, notify MATRITECH of such claim or the commencement of said action, suit or proceeding, enclosing a copy of all papers served. KONICA shall not settle, compromise or agree to the dismissal of any such suit involving the rights of MATRITECH without obtaining the prior written consent of MATRITECH. 25.2 KONICA shall promptly report in writing to MATRITECH during the term of this Agreement any i) known infringement or suspected infringement by a third party in the TERRITORY, or trade secretii) unauthorized use or misappropriation by a third party in the TERRITORY, as a direct result of any patent and/or trademark of MATRITECH relating to or covering the PRODUCTS, of which it becomes aware, and shall provide MATRITECH with all available evidence supporting said infringement, suspected infringement or unauthorized use or misappropriation. MATRITECH shall have the sole and exclusive right and obligation to initiate an infringement or other appropriate suit anywhere in the TERRITORY against any third party who at any time has infringed, or is suspected of infringing, any patent and/or trademark of MATRITECH pertaining to the PRODUCTS. 25.3 During the term of this Agreement and thereafter, KONICA shall indemnify and hold MATRITECH harmless against any claim of infringement of any such patent, copyright, trademark or misappropriation of any trade secret related to the Party’s purported Intellectual Property rights set out in Schedule 11.1. b) In the event of an infringement or misappropriation claim as described in this Section 13.4 arises, or if the indemnifying Party reasonably believes that a claim is likely to be made, the indemnifying Party, at its option and at the indemnifying Party’s expense, may: (i) modify the Intellectual Property so that it becomes non-infringing; or (ii) modify the Services so that the process becomes non-infringing but still complies with the applicable Specifications; or (iii) replace the Product with a substitute Product that complies with the applicable Specifications, or perform the process in a manner that is non-infringing but functionally equivalent; or (iv) obtain for the indemnified Party the right to use the Intellectual Property upon commercially reasonable terms at indemnifying Party’s sole expense. Sanofi-aventis shall have no obligation under this Section design or other liability for any infringement or misappropriation claim resulting or alleged to result from: (v) a claim of infringement that relates to a further process not performed by sanofi-aventis, unless the intellectual property rights with respect to; i) the trademarks , "Konica" and [JAPANESE CHARACTERS], and ii) the improvements made by MATRITECH under the instruction of KONICA to such further process are owned or licensed the PRODUCTS purchased by sanofi-aventis; (vi) use of the Product in combination with any substance or composition not furnished or recommended for use by sanofi-aventis, unless sanofi-aventis is also the licensor of Intellectual Property rights relating to such combination; (vii) any claim arising from any Specification, instruction, information, design or other materials required by CPP of sanofi-aventis under this Agreement, where the Product or Service would not infringe had sanofi-aventis not complied with the direction of CPPKONICA hereunder.

PATENT INDEMNIFICATION. 9.1 SDL shall defend, indemnify, and hold harmless IPG and its affiliates, and subsidiaries, from and against all legal proceedings in respect of any alleged infringement of any Products furnished hereunder of any United States patents and against all claims, losses, demands, fees, damages, liabilities, costs, expenses, and obligations, which may be assessed against IPG on account of such infringement; provided that SDL: (a) Each Party shall have reasonable written notice of all claims and/or legal proceedings alleging such infringement; (b) shall have full opportunity and authority to assume the sole defense and settlement of such claims and/or legal proceedings; and (c) shall be furnished, upon SDL's request and at SDL's expense, all reasonable information and assistance from IPG for such defense. 9.2 In addition to providing information requested by SDL in Article 9.1(c), IPG, at its option, shall have the right to participate fully in any such defense at IPG's own expense. 9.3 If any Product in any such legal proceedings or claim is held to constitute an infringement ("Infringing Product"), SDL shall at its option and expense: (a) Procure for IPG the right to continue using the Infringing Product; (b) Replace the Infringing Product with a non-infringing Product of like form, fit or function; (c) Modify the Infringing Product to be non-infringing; or (d) If unable to replace or modify the Infringing Product, remove the Infringing Product and refund in full the purchase price paid by IPG for the Infringing Product without any deductions by SDL. 9.4 IPG agrees to indemnify, defend and hold the other Party harmless SDL from and its Affiliates against all legal proceedings and their respective employeesfrom all claims, directorslosses, officers and agents harmless against any claimdemands, liabilityfees, damages, lossesliabilities, judgmentcosts, expenses, and other expense obligations, which may be assessed in any legal proceedings alleging that the Product infringes any United States patent, and only: (including but not limited a) to reasonable attorney’s fees and court coststhe extent any such infringement by the Product is found to arise from the adherence to specifications or drawings relating to the Product which IPG directs SDL to follow; or (b) awarded against to the Party extent any such infringement by a court of competent jurisdiction pursuant to a final judgment in favor the Product is caused by the incorporation of the owner of any patent, copyright, mask work, trademark, or trade secret, as a direct result of any claim of infringement of any such patent, copyright, trademark or misappropriation of any trade secret related to the Party’s purported Intellectual Property rights set out in Schedule 11.1Product into devices. 9.5 IPG's duty to indemnify is contingent upon SDL: (a) providing reasonable written notice of all claims and legal proceedings alleging such infringement; (b) providing IPG the full opportunity and authority to assume the sole defense and settlement of such claims and/or legal proceedings; and (c) furnishing upon IPG's request and at IPG's expense, all reasonable information and assistance from SDL for such defense. In the event of an infringement or misappropriation claim as described in this Section 13.4 arisesaddition to providing information requested by IPG, or if the indemnifying Party reasonably believes that a claim is likely to be made, the indemnifying PartySDL, at its option and at the indemnifying Party’s expenseoption, may: (i) modify the Intellectual Property so that it becomes non-infringing; or (ii) modify the Services so that the process becomes non-infringing but still complies with the applicable Specifications; or (iii) replace the Product with a substitute Product that complies with the applicable Specifications, or perform the process in a manner that is non-infringing but functionally equivalent; or (iv) obtain for the indemnified Party shall have the right to use the Intellectual Property upon commercially reasonable terms participate fully in any such defense at indemnifying Party’s sole SDL's own expense. Sanofi-aventis shall have no obligation under this Section or other liability for any infringement or misappropriation claim resulting or alleged to result from: (v) a claim of infringement that relates to a further process not performed by sanofi-aventis, unless the intellectual property rights to such further process are owned or licensed by sanofi-aventis; (vi) use of the Product in combination with any substance or composition not furnished or recommended for use by sanofi-aventis, unless sanofi-aventis is also the licensor of Intellectual Property rights relating to such combination; (vii) any claim arising from any Specification, instruction, information, design or other materials required by CPP of sanofi-aventis under this Agreement, where the Product or Service would not infringe had sanofi-aventis not complied with the direction of CPP.

PATENT INDEMNIFICATION. (a) Each Party MBI shall indemnify, defend indemnify and hold the other Party and its Affiliates and their respective employees, directors, officers and agents harmless Mallinckrodt against any claim, liability, damages, losses, judgment, and other expense (including but not limited to reasonable attorney’s fees all Losses based on and court costs) awarded against the Party by a court of competent jurisdiction pursuant to a final judgment in favor of the owner of any patent, copyright, mask work, trademark, or trade secret, as a direct result of resulting from any claim of infringement of any such patentpatent of a third party in the United States of America, copyrightCanada, trademark any of the countries of Western Europe (as that term is commonly understood), Japan, Australia or misappropriation New Zealand and which claim arises from Mallinckrodt's manufacture, use or sale of ALBUNEX pursuant to this Agreement. (b) With respect to any other Losses based on and resulting from any claim of infringement of any trade secret related patent in a country in the Territory, the Additional Territory or the Nycomed Territory (other than a country named or referred to SECTION 8.03(a)) and which claim arose from Mallinckrodt's manufacture, use or sale of ALBUNEX pursuant to this Agreement, Mallinckrodt shall be responsible for 60% of any such Loss and MBI shall be responsible for 40% of any such Loss (with the Party’s purported Intellectual Property rights set out exception that if any such Loss is in Schedule 11.1respect of ALBUNEX manufactured by Mallinckrodt, MBI shall be responsible for a percentage of the Loss determined in a manner consistent with the royalty payable by Mallinckrodt in respect of Net Sales of such ALBUNEX, as the case may be and Mallinckrodt shall be responsible for the remainder of the Loss). b(c) In the event of an infringement or misappropriation any third party asserts any claim with respect to any matter as described to which the indemnities in this Section 13.4 arisesSECTION 8.03 relate, the party against whom the claim is asserted shall give prompt notice to the other party. The party who has the responsibility to pay the entire potential Loss or the greatest share of the potential Loss, as the case may be (the "INDEMNIFYING PARTY"), shall have the right at its election to take over the defense or settlement of the third party claim at its own expense by giving prompt notice to the other party (the "INDEMNIFIED PARTY"). If the Indemnifying Party does not give such notice and does not proceed diligently so to defend the third party claim within 30 days after receipt of the notice of the third party claim, the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make as to those claims, and shall reimburse the Indemnified Party for its Losses and expenses related to the defense or settlement of the third party claim. The Indemnifying Party shall be bound by any settlement that the Indemnified Party may make, however, only if the indemnifying Indemnified Party reasonably believes that a claim is likely to be made, gives the indemnifying Party, Indemnifying Party at its option least 15 days prior written notice of the settlement and at the indemnifying Party’s expense, may: either (i) modify the Intellectual Property so that it becomes non-infringing; Indemnifying Party does not object to the proposed settlement by written notice to the Indemnified Party within 10 days after receipt of the Indemnified Party's notice or (ii) modify if the Services so that Indemnifying Party does timely object to the process becomes non-infringing but still complies with proposed settlement, the applicable Specifications; or Indemnifying Party does not at the same time agree to (iiiA) replace undertake the Product with a substitute Product that complies with further defense of the applicable Specificationsthird party claim, or perform (B) indemnify the process in a manner that is non-infringing but functionally equivalent; or (iv) obtain for the indemnified Indemnified Party the right to use the Intellectual Property upon commercially reasonable terms at indemnifying Party’s sole expense. Sanofi-aventis shall have no obligation under this Section or other liability for any infringement or misappropriation claim resulting or alleged Loss in excess of its proposed settlement and (C) reimburse the Indemnified Party for its reasonable expenses related to result from: (v) a claim of infringement that relates to a further process not performed by sanofi-aventis, unless the intellectual property rights to such further process are owned or licensed by sanofi-aventis; (vi) use defense of the Product third party claim. Upon request of the Indemnified Party, the Indemnified Party shall be consulted from time to time and be informed of the status of the third party claim. The parties shall cooperate in combination with defending against any substance or composition not furnished or recommended for use by sanofi-aventis, unless sanofi-aventis is also the licensor asserted third party claims. For purposes of Intellectual Property rights relating to such combination; (vii) any claim arising from any Specification, instruction, information, design or other materials required by CPP of sanofi-aventis under this Agreement, where the Product or Service would not infringe had sanofi-aventis not complied with the direction of CPP.this

PATENT INDEMNIFICATION. a) Each Party CLARX xxxll defend, or in its sole discretion, effect settlement of any litigation or claim brought against DEALER which is based on a contention that any of the CLARX XXXDUCTS furnished hereunder infringe any U.S. patent owned by the claimant. DEALER shall indemnifypromptly notify CLARX, xx writing, of any such claims or the commencement of any such litigation and shall give CLARX xxx necessary authority, information and assistance required for the defense or settlement of such claim or litigation. If DEALER complies with these obligations, CLARX xxxll pay any judgment and any costs awarded against DEALER in any such litigation, as well as reasonable attorney's fees incurred by DEALER independently of those incurred by CLARX xx defend the action. The foregoing states the entire liability of CLARX xxx patent infringement. CLARX xxxll have no liability to DEALER under this Section 20 if any patent Infringement or claim thereof is based upon the use or modification of PRODUCTS delivered hereunder in connection or in combination with equipment, devices or software not delivered by CLARX xx use of any such PRODUCTS in a manner for which they were not designed. DEALER shall indemnify and hold the other Party and its Affiliates and their respective employeesharmless CLARX xxxm any loss, directors, officers and agents harmless against cost or expense suffered or incurred in connection with any claim, liabilitySuit or proceeding brought against CLARX xx far as it is based on a claim that the manufacture, damages, losses, judgment, and other expense (including but not limited to reasonable attorney’s fees and court costs) awarded against the Party by a court of competent jurisdiction pursuant to a final judgment in favor of the owner sale or use of any patentPRODUCT delivered hereunder and modified, copyrightaltered or combined with any equipment, mask work, trademark, device or trade secret, as a direct result of any claim of infringement of any software not supplied by CLARX xxxeunder constitutes such patent, copyright, trademark or misappropriation of any trade secret related to the Party’s purported Intellectual Property rights set out in Schedule 11.1. b) In the event of an infringement because of such modification, alteration or misappropriation claim as described in this Section 13.4 arises, or if the indemnifying Party reasonably believes that a claim is likely to be made, the indemnifying Party, at its option and at the indemnifying Party’s expense, may: (i) modify the Intellectual Property so that it becomes non-infringing; or (ii) modify the Services so that the process becomes non-infringing but still complies with the applicable Specifications; or (iii) replace the Product with a substitute Product that complies with the applicable Specifications, or perform the process in a manner that is non-infringing but functionally equivalent; or (iv) obtain for the indemnified Party the right to use the Intellectual Property upon commercially reasonable terms at indemnifying Party’s sole expense. Sanofi-aventis shall have no obligation under this Section or other liability for any infringement or misappropriation claim resulting or alleged to result from: (v) a claim of infringement that relates to a further process not performed by sanofi-aventis, unless the intellectual property rights to such further process are owned or licensed by sanofi-aventis; (vi) use of the Product in combination with any substance or composition not furnished or recommended for use by sanofi-aventis, unless sanofi-aventis is also the licensor of Intellectual Property rights relating to such combination; (vii) any claim arising from any Specification, instruction, information, design or other materials required by CPP of sanofi-aventis under this Agreement, where the Product or Service would not infringe had sanofi-aventis not complied with the direction of CPP.

PATENT INDEMNIFICATION. (a) Each Party MBI shall indemnify, defend indemnify and hold the other Party and its Affiliates and their respective employees, directors, officers and agents harmless Mallinckrodt against any claim, liability, damages, losses, judgment, and other expense (including but not limited to reasonable attorney’s fees all Losses based on and court costs) awarded against the Party by a court of competent jurisdiction pursuant to a final judgment in favor of the owner of any patent, copyright, mask work, trademark, or trade secret, as a direct result of resulting from any claim of infringement of any such patentpatent of a third party in the United States of America, copyrightCanada, trademark any of the countries of Western Europe (as that term is commonly understood), Japan, Australia or misappropriation New Zealand and which claim arises from Mallinckrodt's manufacture, use or sale of ALBUNEX pursuant to this Agreement. (b) With respect to any other Losses based on and resulting from any claim of infringement of any trade secret related patent in a country in the Territory, the Additional Territory or the Nycomed Territory (other than a country named or referred to SECTION 8.03(a)) and which claim arose from Mallinckrodt's manufacture, use or sale of ALBUNEX pursuant to this Agreement, Mallinckrodt shall be responsible for 60% of any such Loss and MBI shall be responsible for 40% of any such Loss (with the Party’s purported Intellectual Property rights set out exception that if any such Loss is in Schedule 11.1respect of ALBUNEX manufactured by Mallinckrodt, MBI shall be responsible for a percentage of the Loss determined in a manner consistent with the royalty payable by Mallinckrodt in respect of Net Sales of such ALBUNEX, as the case may be and Mallinckrodt shall be responsible for the remainder of the Loss). b(c) In the event of an infringement or misappropriation any third party asserts any claim with respect to any matter as described to which the indemnities in this Section 13.4 arisesSECTION 8.03 relate, the party against whom the claim is asserted shall give prompt notice to the other party. The party who has the responsibility to pay the entire potential Loss or the greatest share of the potential Loss, as the case may be (the "INDEMNIFYING PARTY"), shall have the right at its election to take over the defense or settlement of the third party claim at its own expense by giving prompt notice to the other party (the "INDEMNIFIED PARTY"). If the Indemnifying Party does not give such notice and does not proceed diligently so to defend the third party claim within 30 days after receipt of the notice of the third party claim, the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make as to those claims, and shall reimburse the Indemnified Party for its Losses and expenses related to the defense or settlement of the third party claim. The Indemnifying Party shall be bound by any settlement that the Indemnified Party may make, however, only if the Indemnified Party gives the Indemnifying Party at least 15 days prior written notice of the settlement and either (i) the Indemnifying Party does not object to the proposed settlement by written notice to the Indemnified Party within 10 days after receipt of the Indemnified Party's notice or (ii) if the Indemnifying Party does timely object to the proposed settlement, the Indemnifying Party does not at the same time agree to (A) undertake the further defense of the third party claim, (B) indemnify the Indemnified Party for any Loss in excess of its proposed settlement and (C) reimburse the Indemnified Party for its reasonable expenses related to the defense of the third party claim. Upon request of the Indemnified Party, the Indemnified Party shall be consulted from time to time and be informed of the status of the third party claim. The parties shall cooperate in defending against any asserted third party claims. For purposes of this SECTION 8.03, the indemnification of the Indemnified Party shall also include the indemnification of the Indemnified Party's employees, agents, Affiliates, and third parties performing services for the Indemnified Party. (d) Notwithstanding the foregoing, in the event that the manufacture or sale of ALBUNEX or use of ALBUNEX for fundamental ultrasound imaging, in Mallinckrodt's and MBI's reasonable judgment present potential infringement problems with respect to any patent owned by a third party, and in Mallinckrodt's and MBI's reasonable judgment it is commercially reasonable to secure a license thereunder, Mallinckrodt and MBI shall attempt to secure a license thereunder for Mallinckrodt and MBI. Any known or unknown claims voluntarily settled in this manner that result in an up-front license fee or royalty, if settled on terms satisfactory to Mallinckrodt, or if any known or unknown claims that result in an up-front license fee or royalty imposed by court order, shall be paid up to 50% by Mallinckrodt solely out of its future Net Sales of ALBUNEX and subject to a cap (for all settlements and court-ordered license fees or royalties treated cumulatively) of 4% of such Net Sales of ALBUNEX and the indemnifying Party reasonably believes that a claim is likely remainder paid by MBI, subject to be made, the indemnifying Party, at its option and at the indemnifying Party’s expense, mayfollowing additional conditions: (i) modify Subject to the Intellectual Property so that it becomes non4% cumulative cap, Mallinckrodt will prepay 50% of any up-infringingfront license fees (treated cumulatively) up to a maximum amount of $5,000,000; or (ii) modify the Services so that the process becomes any prepayment made by Mallinckrodt under subsection (i) shall be non-infringing but still complies with the applicable Specificationsrefundable and shall be offset against any quarterly payments owed by Mallinckrodt pursuant to subsection (iii); or (iii) replace Subject to the Product with 4% cumulative cap and the offset of prepaid license fees, Mallinckrodt will pay its share of any up-front license fees not covered by the $5,000,000 prepayment, plus 50% of any royalties (treated cumulatively), over time and on a substitute Product that complies with the applicable Specifications, or perform the process quarterly basis in a manner that is non-infringing but functionally equivalent; or (iv) obtain for the indemnified Party the right amounts not to use the Intellectual Property upon commercially reasonable terms at indemnifying Party’s sole expense. Sanofi-aventis shall have no obligation under this Section or other liability for any infringement or misappropriation claim resulting or alleged to result from: (v) a claim exceed 4% of infringement that relates to a further process not performed by sanofi-aventis, unless the intellectual property rights to such further process are owned or licensed by sanofi-aventis; (vi) use of the Product in combination with any substance or composition not furnished or recommended for use by sanofi-aventis, unless sanofi-aventis is also the licensor of Intellectual Property rights relating to such combination; (vii) any claim arising from any Specification, instruction, information, design or other materials required by CPP of sanofi-aventis under this Agreement, where the Product or Service would not infringe had sanofi-aventis not complied with the direction of CPP.each quarter's Net