Common use of PATENT INDEMNITIES Clause in Contracts

PATENT INDEMNITIES. 15.01 OCD shall indemnify and hold IDEXX harmless for all loss, damage, cost and expense whatsoever, including legal fees, patent attorney’s fees and court costs that IDEXX may incur or become liable for as a result of any action, suit or claim alleging infringement of any patent held by a third party arising from the use and/or sale of the VETTEST slides or tips to the extent that such action, suit, or claim relates in a material way to the specification for the VITROS slides or tips. If as a result of any judgment or settlement it is determined that a claim or claims of a third party patent is infringed by the use and/or sale of the VETTEST slides or tips as aforesaid and IDEXX is required to make any payments to any third party as a result thereof, IDEXX may off-set all such payments against any present and/or future payments to be made to OCD hereunder. 15.02 IDEXX shall indemnify and hold OCD harmless for all loss, damage, cost and expense whatsoever, including legal fees, patent attorney’s fees and court costs that OCD may incur or become liable for as a result of any action, suit or claim alleging infringement of any patent held by a third party arising from (a) the manufacture, use or sale of the VETTEST slides or tips to the extent that the VETTEST slides or tips differ from the VITROS slides or tips, (b) the manufacture, use or sale of the New Slide/Panel Design, or (c) the manufacture, use or sale of any Analyzer. 15.03 All claims for indemnity under this Article 15 shall be subject to the rights, obligations and procedures set forth in Section 16.06 below.