Common use of Patent Indemnity Clause in Contracts

Patent Indemnity. LipoMatrix will defend any suit brought against Distributor based on a claim that the Product furnished under this Agreement infringes any patent or trademark, and will pay all damages and costs that a court awards against Distributor as a result of such claim and any payments made in settlement of such claim, provided that Distributor gives LipoMatrix: (a) prompt written notice of such suit; (b) full control over the defense or settlement thereof; and (c) all reasonable information and assistance (at LipoMatrix's expense excluding time spent by employees or consultants of the Distributor) to handle the defense and settlement thereof. If the Products, or any part thereof, are, or in the opinion of LipoMatrix may become, the subject of any claim, suit or proceeding for infringement of any patent or trademark, or in the event of any adjudication that the Products, or any part thereof, infringe any patent or trademark, or if the sale or use of Products, or any part thereof, is enjoined, LipoMatrix may, at its option and expense: (a) procure for Distributor and its customers the right under such patent or trademark to use or sell as appropriate the Products or such part thereof; or (b) replace the Products, or part thereof, with other suitable Products or parts; or (c) suitably modify the Products or part thereof, or (d) if none of the foregoing are commercially practicable, refund the amounts paid therefore by Distributor, and recover possession of such Products. LipoMatrix shall not be liable for any costs or expenses incurred without its prior written authorization. Notwithstanding the provisions of the preceding paragraphs, LipoMatrix shall not be liable to Distributor or its customers for: (a) infringement of patent claims covering the usage of LipoMatrix Products in a manner not intended under this Agreement; (b) any trademark infringements involving any marking or branding applied by LipoMatrix or involving any marking or branding applied at the request of Distributor, except if such marking or branding is owned by LipoMatrix; (c) the modification of Products, or any part thereof, unless such modification was made by LipoMatrix; or (d) the combination, operation or use of the Product with other products not furnished by LipoMatrix to the extent such claim would not have arisen had such combination, operation or use not occurred. THE FOREGOING PROVISIONS OF THIS SECTION VII STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF LIPOMATRIX, AND THE EXCLUSIVE REMEDIES OF DISTRIBUTOR AND ITS CUSTOMERS WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADEMARKS, OR OTHER INTELLECTUAL PROPERTY RIGHTS, BY THE PRODUCTS OR ANY PART THEREOF.

Patent Indemnity. LipoMatrix will (a) PPI shall defend at its own expense any suit action brought against Distributor based on a claim Purchaser alleging that the Product furnished under this Agreement Equipment or the use of the Equipment to practice any process for which such Equipment is specified by PPI (a “Process”) directly infringes any claim of a patent or trademark, of the United States of America and will to pay all damages and costs that a court awards against Distributor as a result of finally awarded in any such claim and any payments made in settlement of such claimaction, provided that Distributor gives LipoMatrix: (a) Purchaser has given PPI prompt written notice of such suit; action, all necessary assistance in the defense thereof and the right to control all aspects of the defense thereof including the right to settle or otherwise terminate such action in behalf of Purchaser. (b) full control over PPI shall have no obligation hereunder and this provision shall not apply to: (i) any other equipment or processes, including Equipment or Processes which have been modified or combined with other equipment or process not supplied by PPI; (ii) any Equipment or Process supplied according to a design, other than an PPI design, required by Purchaser; (iii) any products manufactured by the defense Equipment or settlement thereofProcess; and (iv) any patent issued after the date hereof; or (v) any action settled or otherwise terminated without the prior written consent of PPI. (c) all reasonable information and assistance (at LipoMatrix's expense excluding time spent by employees or consultants of If, in any such action, the Distributor) Equipment is held to handle the defense and settlement thereof. If the Productsconstitute an infringement, or any part thereof, are, or in the opinion of LipoMatrix may become, the subject practice of any claim, suit or proceeding for infringement of any patent or trademark, or in Process using the event of any adjudication that the Products, or any part thereof, infringe any patent or trademark, or if the sale or use of Products, or any part thereof, Equipment is finally enjoined, LipoMatrix mayPPI shall, at its option and its own expense: (a) , procure for Distributor and its customers Purchaser the right under such patent or trademark to use or sell as appropriate the Products or such part thereofcontinue using said Equipment; or (b) modify or replace the Products, or part thereofit with non-infringing equipment or, with other suitable Products or partsPurchaser's assistance, modify the Process so that it becomes non-infringing; or (c) suitably modify remove it and refund the Products or part thereof, or (d) if none portion of the foregoing are commercially practicable, refund the amounts paid therefore by Distributor, and recover possession of such Products. LipoMatrix shall not be liable for any costs or expenses incurred without its prior written authorization. Notwithstanding the provisions of the preceding paragraphs, LipoMatrix shall not be liable to Distributor or its customers for: (a) infringement of patent claims covering the usage of LipoMatrix Products in a manner not intended under this Agreement; (b) any trademark infringements involving any marking or branding applied by LipoMatrix or involving any marking or branding applied at the request of Distributor, except if such marking or branding is owned by LipoMatrix; (c) the modification of Products, or any part thereof, unless such modification was made by LipoMatrix; or (d) the combination, operation or use of the Product with other products not furnished by LipoMatrix price allocable to the extent such claim would not have arisen had such combination, operation or use not occurredinfringing Equipment. THE FOREGOING PROVISIONS OF THIS SECTION VII PARAGRAPHS STATE THE ENTIRE LIABILITY OF PPI AND OBLIGATIONS OF LIPOMATRIXEQUIPMENT MANUFACTURER FOR ANY PATENT INFRINGEMENT. (d) To the extent that said Equipment or any part thereof is modified by Purchaser, AND THE EXCLUSIVE REMEDIES OF DISTRIBUTOR AND ITS CUSTOMERS WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF PATENTSor combined by Purchaser with equipment or processes not furnished hereunder (except to the extent that PPI is a contributory infringer) or said Equipment or any part thereof is used by Purchaser to perform a process not furnished hereunder by PPI or to produce an article, COPYRIGHTSand by reason of said modification, TRADEMARKScombination, OR OTHER INTELLECTUAL PROPERTY RIGHTSperformance or production, BY THE PRODUCTS OR ANY PART THEREOFan action is brought against PPI, Purchaser shall defend and indemnify PPI in the same manner and to the same extent that PPI would be obligated to indemnify Purchaser under this "Patent Indemnity" provision.

Patent Indemnity. LipoMatrix will defend 10.1 In the event any suit brought against Distributor based on a claim that the Product product manufactured by Company and furnished under this Agreement is to be made in accordance with drawings, samples or manufacturing specifications, designed by Buyer, Xxxxx agrees to indemnify and hold Company harmless from any and all damages, costs and expenses (including attorney’s fees) relating to any claim arising from the design, distribution, manufacture or use of the Product or arising from a claim that such Product furnished to Buyer by Company, or the use thereof, infringes any patent letters patent, foreign or trademarkdomestic, and will Xxxxx agrees at its own expense to undertake the defense of any suit against Company brought upon such claim or claims. 10.2 In the event any Product to be furnished under this Agreement is not to be made accordance with drawings, samples, or manufacturing specifications designated by Buyer, but rather is the design of Company and the Product has not been modified by Buyer or its customers. Company agrees to hold Buyer and its customers harmless against any damage awarded by a court of final jurisdiction in any suit or suits for the infringement of any United States letters patent by reason of the sale or use of such product furnished by Company under this Agreement provided that Company is notified promptly in writing of any claim or suit and is permitted to assume the full direction and control of the defense against such a claim and of any suit brought thereon and is given authority, information and assistance by Xxxxx (at Company’s expense) for such defense and authority to settle. In case any judgment rendered in such suit shall become final (beyond right of appeal), and where Xxxxx has complied with the foregoing provisions of this paragraph to Company’s satisfaction, Company agrees to pay all damages and costs that a court awards cost thereby awarded against Distributor as a result of such claim and any payments made in settlement of such claimXxxxx. If, provided that Distributor gives LipoMatrix: (a) prompt written notice of such suit; (b) full control over subject to the defense or settlement thereof; and (c) all reasonable information and assistance (at LipoMatrix's expense excluding time spent by employees or consultants of the Distributor) to handle the defense and settlement thereof. If the above limitations, said Products, or any part thereof, areshould be finally held in such suit to constitute an infringement, or in Company shall have the opinion of LipoMatrix may become, the subject of any claim, suit or proceeding for infringement of any patent or trademark, or in the event of any adjudication that the Products, or any part thereof, infringe any patent or trademark, or if the sale or use of Products, or any part thereof, is enjoined, LipoMatrix may, right at its option and expense: own expense either (a) to procure for Distributor and its customers the Buyer the right under such patent or trademark to use or sell as appropriate the Products or such part thereof; patent, or (b) modify or replace said product with a non-infringing Product accomplishing the Productssame purposes as the replaced Product, or part thereof, with other suitable Products or parts; or (c) suitably modify to withdraw such Product and refund to the Products or part Buyer the purchase price thereof. Company shall have the right to settle any claim at its own expense (a) by procuring for Buyer the right to continue using said Product without liability for infringement of such patent, or (db) if none of by modifying or replacing said Product with non-infringing Product accomplishing the foregoing same purposes as the replaced Product, or (c) by removing said and refunding to Buyer the purchase price thereof. Xxxxx’s remedies for damages resulting from the infringement or claimed infringement or any patent by the Product are commercially practicable, refund the amounts paid therefore by Distributor, and recover possession of such Products. LipoMatrix shall not be liable for any costs or expenses incurred without its prior written authorization. Notwithstanding exclusively limited to the provisions of the preceding paragraphs, LipoMatrix shall not be liable to Distributor or its customers for: (a) infringement of patent claims covering the usage of LipoMatrix Products in a manner not intended under this Agreement; (b) any trademark infringements involving any marking or branding applied by LipoMatrix or involving any marking or branding applied at the request of Distributor, except if such marking or branding is owned by LipoMatrix; (c) the modification of Products, or any part thereof, unless such modification was made by LipoMatrix; or (d) the combination, operation or use of the Product with other products not furnished by LipoMatrix to the extent such claim would not have arisen had such combination, operation or use not occurred. THE FOREGOING PROVISIONS OF THIS SECTION VII STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF LIPOMATRIX, AND THE EXCLUSIVE REMEDIES OF DISTRIBUTOR AND ITS CUSTOMERS WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADEMARKS, OR OTHER INTELLECTUAL PROPERTY RIGHTS, BY THE PRODUCTS OR ANY PART THEREOFparagraph.

Patent Indemnity. LipoMatrix A. Subject to the limitations contained or referred to herein, Seller will defend any suit brought against Distributor based on a claim that the Product furnished under this Agreement infringes any patent or trademarkat its own expense, and will pay all damages and costs that a court awards against Distributor as a result of such claim and any payments made in settlement of such claim, provided that Distributor gives LipoMatrix: (a) prompt written notice of such suit; (b) full control over the defense or settlement thereof; and (c) all reasonable information and assistance (at LipoMatrix's expense excluding time spent by employees or consultants of the Distributor) to handle the defense and settlement thereof. If the Products, or any part thereof, are, or in the opinion of LipoMatrix may become, the subject of any claim, suit or proceeding for infringement brought against Buyer on account of any patent or trademark, or in the event of any adjudication that the Products, Space System or any part thereofthereof supplied by Seller to Buyer under this Contract, infringe any patent FOR INFRINGEMENT OF ANY VALID AND ENFORCEABLE PATENT IN ANY COUNTRY OF THE WORLD WHERE AN IRIDIUM SERVICE PROVIDER HAS BEEN AUTHORIZED TO PROVIDE IRIDIUM SERVICES by an Authorized Gateway Operator, and, to the extent required, licenses by the government of such country to provide IRIDIUM services. In responding to such claim, suit or trademarkproceeding Seller shall have the option of settling or resolving such claim, suit, or if proceeding by any one or more of the sale or use of Products, or any part thereof, is enjoined, LipoMatrix may, at its option and expense: (a) procure following: 1. procuring for Distributor and its customers Buyer the right under such patent to use, lease, or trademark to use sell, as appropriate, the Space System or sell as appropriate the Products or such infringing part thereof; or, 2. replacing the Space System or (b) replace infringing part thereof; or, 3. modifying the Products, Space System or part thereof, with other suitable Products thereof so as not to infringe; or, 4. paying any settlement or parts; or (c) suitably modify the Products or part thereof, or (d) if none any final judgment entered by a court of competent jurisdiction against Buyer on such infringement defended by Seller. B. Buyer agrees that Seller shall be relieved of the foregoing are commercially practicableobligations unless Buyer notifies Seller promptly in writing of any such claim, refund the amounts paid therefore by Distributorsuit or proceeding, and recover possession at Seller's expense, cooperates with and gives Seller complete information and assistance to mitigate, settle and/or defend any such claim, suit or proceeding. In the event that the actual liability of Seller as a consequence of a claim, suit or proceeding or a combination of claims, suits or proceedings in a particular country exceeds ten percent (10%) of the actual income derived by Buyer from operation of the IRIDIUM Communication System in such Products. LipoMatrix country, then Buyer shall not be liable cooperate with Seller to mitigate Seller's liability, including either terminating service in such country or releasing Seller from any obligation for liability for patent infringement in such country in excess of the aforesaid percentage of Buyer's income in such country. C. Seller shall have no liability for any costs or expenses incurred without its prior written authorizationinfringement arising from: 1. Notwithstanding the provisions combination of the preceding paragraphs, LipoMatrix shall Space System or any part thereof with any other product or service not be liable to Distributor or its customers for: (a) infringement of patent claims covering the usage of LipoMatrix Products in a manner not intended under this Agreementfurnished by Seller; (b) any trademark infringements involving any marking or branding applied by LipoMatrix or involving any marking or branding applied at the request of Distributor, except if such marking or branding is owned by LipoMatrix; (c) or 2. the modification of Products, the Space System or any part thereof, thereof unless such modification was made by LipoMatrixSeller; or (d) or 3. a patent of a country not included in Section A of this Article 15. D. Subject to all the combinationprovisions of this Article 15, operation or use of PATENT INDEMNITY, Seller's entire liability hereunder, including liability for attorney's fees, costs, adverse judgements and other compliance with the Product with other products not furnished by LipoMatrix provisions hereof, shall be limited to the extent such claim would not have arisen had such combinationamount Buyer paid Seller for the particular items found to infringe. Furthermore, operation or use not occurred. THE FOREGOING PROVISIONS OF THIS SECTION VII STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF LIPOMATRIX, AND THE EXCLUSIVE REMEDIES OF DISTRIBUTOR AND ITS CUSTOMERS WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADEMARKS, OR OTHER INTELLECTUAL PROPERTY RIGHTS, BY THE PRODUCTS OR ANY PART THEREOF.Seller's entire liability under this Article 15 shall be subject to the overall limitation of liability under Article 26,

Patent Indemnity. LipoMatrix will A. OKIDATA agrees to indemnify, defend any suit brought and hold JetFax harmless from and against Distributor based on a claim that the Product furnished under this Agreement infringes any patent or trademark, and will pay all damages and costs that a court awards against Distributor as a result of such claim and any payments made in settlement of such claim, provided that Distributor gives LipoMatrix: (a) prompt written notice of such suit; (b) full control over the defense or settlement thereof; and (c) all reasonable information and assistance (at LipoMatrix's expense excluding time spent by employees or consultants of the Distributor) to handle the defense and settlement thereof. If the Products, or any part thereof, are, or in the opinion of LipoMatrix may become, the subject of any claim, suit or proceeding to the extent that such claim or proceeding is based on a claim that Products (for infringement purposes of any patent or trademarkthis Section 9, or in the event of any adjudication that the Products, or any part thereof, Product will include Accessories) purchased hereunder infringe any patent rights, provided that OKIDATA is notified promptly in writing and given complete authority, information and assistance required for defense of same, and OKIDATA shall pay all damages and costs as a result thereof. OKIDATA, however, shall not be responsible for any settlement made by JetFax without OKIDATA's prior written consent. B. In the event any Product furnished hereunder is, in OKIDATA's reasonable opinion, likely to or trademarkdoes become the subject of a claim of infringement, or if the sale or use of Products, or any part thereof, is enjoined, LipoMatrix OKIDATA may, at its option and expense: (a) , procure for Distributor and its customers JetFax the right under such patent to continue using the Product, replace same with a non-infringing Product or trademark to use or sell as appropriate the Products or such part thereof; or (b) replace the ProductsAccessory of similar capability, or part thereof, with other suitable Products or parts; or (c) suitably modify the Products or part thereof, or Product so it becomes non- infringing (d) if but has similar capability). In the event none of the foregoing are alternatives is commercially practicable, refund the amounts paid therefore by Distributorreasonable, and recover possession provided that there is a bona fide claim of infringement, in order to minimize its liabilities hereunder, OKIDATA may terminate this Agreement and the obligation to sell Product to JetFax hereunder by written notice to JetFax; provided however, that notwithstanding such Products. LipoMatrix termination, (i) the indemnity provided in paragraph A hereof shall still apply and remain in full force and effect, and (ii) OKIDATA shall promptly repurchase from JetFax at full cost, all units of Product purchased by JetFax under this Agreement and not yet resold by JetFax and JetFax will promptly return, same per the prior written instructions of OKIDATA, which shall not be liable unreasonably withheld. C. OKIDATA shall have no responsibility or liability for any costs or expenses incurred without its prior written authorization. Notwithstanding the provisions claim of infringement (i) arising out of the preceding paragraphs, LipoMatrix shall not be liable to Distributor or use of its customers for: (a) infringement of patent claims covering the usage of LipoMatrix Products in a manner not intended under this Agreement; combination with non-OKIDATA products, or (bii) any trademark infringements involving any marking or branding applied by LipoMatrix or involving any marking or branding applied at the request of Distributor, except if such marking or branding is owned by LipoMatrix; (c) the modification infringement arises out of ProductsProduct manufactured to JetFax's design, or any part thereof, unless (iii) if such infringement arises as a result of a modification was to the product not made by LipoMatrix; or (d) for OKIDATA, if, and only if, such infringement would have been avoided by the combination, operation or use of the Product with other products not furnished by LipoMatrix to the extent such claim would not have arisen had without such combination, operation manufacture to JetFax design or use not occurred. THE FOREGOING PROVISIONS OF THIS SECTION VII STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF LIPOMATRIXmodification. D. The foregoing states the entire liability of OKIDATA 'with respect to infringement of any patent by the Products or any parts thereof and, AND THE EXCLUSIVE REMEDIES OF DISTRIBUTOR AND ITS CUSTOMERS WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF PATENTSanything herein to the contrary notwithstanding, COPYRIGHTS, TRADEMARKS, OR OTHER INTELLECTUAL PROPERTY RIGHTS, BY THE PRODUCTS OR ANY PART THEREOFOKIDATA's liability to JetFax hereunder shall in no event exceed the total price plus taxes and other associated charges paid to OKIDATA by JetFax for all infringing or allegedly infringing Product purchased pursuant to this Agreement.

Patent Indemnity. LipoMatrix will (a) Seller hereby agrees to defend any claim or suit and to indemnify and save Buyer harmless from and against any damages (including the costs of the suit and reasonable attorney's fees) awarded against Buyer in a suit arising out of any infringement of any U.S. patent by reason of the incorporation into the Platform in accordance with the Package of any Equipment components manufactured by XxXxxxxxxx; provided, however, that (i) the indemnity contained in this Section 13 shall not apply to any claim or suit arising out of the construction or use of (1) processes, devices, apparatus, or equipment specified or furnished by Buyer or anyone else other than Seller, for which Buyer shall indemnify and defend Seller, and mounted upon or used in connection with the Platform; and (2) any combination of and falling within subparagraph (i)(1) hereof with the Equipment or the Platform; and (ii) Buyer shall give Seller prompt written notice of any such claim or suit and shall permit Seller to control settlement negotiations and any litigation in connection therewith; provided, however, no settlement which purports to acknowledge, on Buyer's behalf the validity of the patent involved shall be entered into by Seller without Buyer's consent. As to any Equipment components purchased by Seller, Seller shall assign (to the extent same is assignable) to Buyer, without recourse, any patent indemnity coverage granted to Seller by any vendor thereof Buyer shall seek performance of damages under such warranties and Patent indemnities only from such parties and not from Seller. (b) Seller makes no representations and extends no warranties that the manufacture, construction, or commercialization of the Platform will not infringe the claims of any United States or foreign Letters Patent that are not included in Article II of the License Agreement, and Seller specifically excludes any responsibility, liability, or obligation to defend Buyer or to hold harmless and indemnify Buyer against charges, claims, or suits brought against Distributor based on a claim Buyer, its affiliates (an "affiliate" of Buyer being an entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Buyer), assigns, successors, agents, employees, representatives, subcontractors, or independent contractors for infringement of any United States or foreign Letters Patent not included in Article II of the License Agreement. Buyer further agrees that in no event shall Seller's liability to indemnify and hold harmless Buyer as provided herein exceed such amount as Seller may actually recover from XxXxxxxxxx for the same obligation to indemnify and hold harmless under the License Agreement. (c) Buyer agrees to defend any claim, suit, or proceeding brought against Seller alleging that the Product construction or use by Seller, pursuant to this Agreement, of any process, method of construction, construction equipment, device, or apparatus (including, without limitation, Buyer Furnished Equipment) specified or furnished under this Agreement infringes by Buyer or mounted upon or used in connection with the Platform constitutes infringement of any patent or trademarkletters patent, and will pay all damages Buyer agrees to indemnify and costs that a court awards save Seller harmless from and against Distributor any judgment rendered against Seller as a result of such claim claim, suit, or proceeding. Seller shall promptly notify Buyer in writing of any such claim, suit, or proceeding and any payments made in shall permit Buyer to control the conduct and settlement of such claim, provided that Distributor gives LipoMatrix: (a) prompt written notice suit, or proceeding, provided, however, no settlement shall be entered into without Seller's consent which purports to acknowledge on Seller's behalf the validity of such suit; (b) full control over the defense or settlement thereof; and (c) all reasonable any patent. Seller shall provide information and assistance (to Buyer, at LipoMatrixSeller's expense excluding time spent by employees or consultants expense, as may be reasonably necessary to aid in the conduct and settlement of the Distributor) to handle the defense and settlement thereof. If the Productsclaim, suit, or any part thereof, are, or in the opinion of LipoMatrix may become, the subject of any claim, suit or proceeding for infringement of any patent or trademark, or in the event of any adjudication that the Products, or any part thereof, infringe any patent or trademark, or if the sale or use of Products, or any part thereof, is enjoined, LipoMatrix mayproceeding. Seller shall be entitled to participate, at its option own expense, in the conduct and expense: (a) procure for Distributor and its customers the right under settlement of such patent or trademark to use or sell as appropriate the Products or such part thereof; or (b) replace the Productsclaim, suit, or part thereof, with other suitable Products or parts; or (c) suitably modify the Products or part thereof, or (d) if none of the foregoing are commercially practicable, refund the amounts paid therefore by Distributor, proceeding through its selected representatives and recover possession of such Products. LipoMatrix shall not be liable for any costs or expenses incurred without its prior written authorization. Notwithstanding the provisions of the preceding paragraphs, LipoMatrix shall not be liable to Distributor or its customers for: (a) infringement of patent claims covering the usage of LipoMatrix Products in a manner not intended under this Agreement; (b) any trademark infringements involving any marking or branding applied by LipoMatrix or involving any marking or branding applied at the request of Distributor, except if such marking or branding is owned by LipoMatrix; (c) the modification of Products, or any part thereof, unless such modification was made by LipoMatrix; or (d) the combination, operation or use of the Product with other products not furnished by LipoMatrix to the extent such claim would not have arisen had such combination, operation or use not occurred. THE FOREGOING PROVISIONS OF THIS SECTION VII STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF LIPOMATRIX, AND THE EXCLUSIVE REMEDIES OF DISTRIBUTOR AND ITS CUSTOMERS WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADEMARKS, OR OTHER INTELLECTUAL PROPERTY RIGHTS, BY THE PRODUCTS OR ANY PART THEREOFattorneys.

Patent Indemnity. LipoMatrix will (a) Subject to Section 10(b), ZBB shall defend at its own expense any suit action brought against Distributor based on a claim any SPI Entity alleging that the Product furnished under this Agreement Products or the use of the Products to practice any process for which such Products are specified by ZBB (a “Process”) directly infringes any claim of a patent or trademark, and will to pay all damages and costs that a court awards against Distributor as a result finally awarded in any such action. Such SPI Entity shall give ZBB prompt (and in any event prior to the occurrence of such claim and any payments made in settlement of such claim, provided that Distributor gives LipoMatrix: (amaterial prejudice) prompt written notice of such suit; action, reasonable assistance in the defense thereof and the right to control all aspects of the defense thereof, including the right to settle or otherwise terminate such action on behalf of such SPI Entity. (b) full control over ZBB shall have no obligation hereunder and this provision shall not apply to: (i) any other equipment or processes, including Products or Processes which have been modified or combined with other equipment or process not supplied by ZBB; (ii) any Products or Process supplied according to a design, other than a ZBB design, required by or on behalf of any SPI Entity; (iii) any products manufactured by the defense Products or settlement thereofProcess; and or (iv) any action settled or otherwise terminated without the prior written consent of ZBB (such consent not to be unreasonably withheld, conditioned or delayed). (c) all reasonable information and assistance (at LipoMatrix's expense excluding time spent by employees or consultants of the Distributor) If, in any such action, a Product is finally held to handle the defense and settlement thereof. If the Productsconstitute an infringement, or any part thereof, are, or in the opinion of LipoMatrix may become, the subject practice of any claim, suit or proceeding for infringement of any patent or trademark, or in Process using the event of any adjudication that the Products, or any part thereof, infringe any patent or trademark, or if the sale or use of Products, or any part thereof, Product is finally enjoined, LipoMatrix mayZBB shall, at its option and its own expense: , (ai) procure for Distributor and its customers the applicable SPI Entity the right under such patent to continue using said Product, (ii) modify or trademark to use or sell as appropriate replace it with non-infringing equipment, (iii) with the Products or such part thereof; or (b) replace the ProductsSPI Entity’s assistance, or part thereof, with other suitable Products or parts; or (c) suitably modify the Products or part thereofProcess so that it becomes non-infringing, or (iv) if the foregoing remedies are commercially impracticable, remove it and refund the portion of the price allocable to the infringing Product. (d) if none of To the foregoing are commercially practicable, refund the amounts paid therefore by Distributor, and recover possession of such Products. LipoMatrix shall not be liable for extent that any costs or expenses incurred without its prior written authorization. Notwithstanding the provisions of the preceding paragraphs, LipoMatrix shall not be liable to Distributor or its customers for: (a) infringement of patent claims covering the usage of LipoMatrix Products in a manner not intended under this Agreement; (b) any trademark infringements involving any marking or branding applied by LipoMatrix or involving any marking or branding applied at the request of Distributor, except if such marking or branding is owned by LipoMatrix; (c) the modification of Products, Product or any part thereofthereof is modified by any SPI Entity, unless such modification was made or combined by LipoMatrix; any SPI Entity with equipment or (d) the combination, operation or use of the Product with other products processes not furnished by LipoMatrix hereunder (except to the extent such claim would that ZBB is a contributory infringer) or said Product or any part thereof is used by any SPI Entity to perform a process not have arisen had such furnished hereunder by ZBB or to produce an article, and, by reason of said modification, combination, operation performance or use not occurred. THE FOREGOING PROVISIONS OF THIS SECTION VII STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF LIPOMATRIXproduction, AND THE EXCLUSIVE REMEDIES OF DISTRIBUTOR AND ITS CUSTOMERS WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF PATENTSan action is brought against ZBB or any of its Affiliates, COPYRIGHTSSPI shall defend and indemnify ZBB or such Affiliate, TRADEMARKSas applicable, OR OTHER INTELLECTUAL PROPERTY RIGHTS, BY THE PRODUCTS OR ANY PART THEREOFin the same manner and to the same extent that ZBB would be obligated to indemnify any Ordering Party under this Section 10.

Patent Indemnity. LipoMatrix Lessor will defend defend, at its own expense, any suit action brought against Distributor Lessee to the extent that it is based on upon a claim that the Product furnished under this Agreement Lessor provided Equipment or Software infringes any patent patent, trade secret or trademark, copyright and Lessor will pay all costs and monetary damages and costs that a court awards finally awarded against Distributor as a result of Lessee in any such claim and any payments made in settlement of actions which are attributable to such claim, provided that Distributor gives LipoMatrix. Such defense and liability is conditioned on and limited by: (a) prompt written notice Lessor being notified promptly in writing by Lessee of any such suitaction; (b) full Lessor having sole control over of the defense and all negotiations for settlement of such action; (c) the damage award liability of Lessor not exceeding the purchase price for such infringing Lessor provided Equipment or settlement thereofSoftware; and (cd) Lessee providing all reasonable information available information, assistance and assistance (at LipoMatrix's expense excluding time spent by employees authority to enable Lessor to defend, negotiate and settle such action. Should such Equipment or consultants of the Distributor) to handle the defense and settlement thereof. If the Products, or any part thereof, areSoftware become, or in the Lessor's opinion of LipoMatrix may be likely to become, the subject to a claim of any claiminfringement or the use thereof become restricted by a final non-appealable Court awarded injunction, suit or proceeding for infringement of any patent or trademark, or in the event of any adjudication that the Products, or any part thereof, infringe any patent or trademark, or if the sale or use of Products, or any part thereof, is enjoined, LipoMatrix mayLessee shall permit Lessor, at its Lessor's option and expense, the right to either: (a) procure for Distributor and its customers Lessee the right under to continue using such patent Equipment or trademark to use or sell as appropriate the Products or such part thereofSoftware; or (b) replace or modify such Equipment or Software so it is free from infringement or injunction provided that the Products, same function is performed by the replacement or part thereof, with other suitable Products modified Equipment or partsSoftware; or (c) suitably modify recover such Equipment or Software from Lessee, in which latter case, the Products only rights and liabilities between Lessor and Lessee are that: (i) the lease shall be void as to the Equipment or part thereofSoftware on the date of recovery; and (ii) Lessor has the right to collect lease payments, or (d) if none of the foregoing are commercially practicableany, refund the amounts paid therefore by Distributor, and recover due from Lessee for Lessee's possession of such ProductsEquipment or Software up through the date of Lessor's recovery thereof. LipoMatrix Lessor shall not be liable for have no liability to Lessee under any costs provision of this clause with respect to any claim of infringement which is based upon the: (1) Equipment or expenses incurred without its prior written authorization. Notwithstanding the provisions of the preceding paragraphs, LipoMatrix shall not be liable to Distributor or its customers for: (a) infringement of patent claims covering the usage of LipoMatrix Products in a manner not intended under this Agreement; (b) any trademark infringements involving any marking or branding applied by LipoMatrix or involving any marking or branding applied at the request of Distributor, except if such marking or branding is owned by LipoMatrix; (c) the modification of Products, or any part thereof, unless such modification was made by LipoMatrix; or (d) the combination, operation or use of the Product with other products not Software based on specifications furnished by LipoMatrix Lessee; or (2) combination or utilization of Equipment or Software furnished hereunder with equipment or software not provided by Lessor; or (3) modification by Lessee of Equipment or Software furnished hereunder. The foregoing expresses the entire liability of Lessor for patent, trade secret or copyright infringement by Lessor Equipment or Software delivered to the extent such claim would not have arisen had such combination, operation or use not occurred. THE FOREGOING PROVISIONS OF THIS SECTION VII STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF LIPOMATRIX, AND THE EXCLUSIVE REMEDIES OF DISTRIBUTOR AND ITS CUSTOMERS WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADEMARKS, OR OTHER INTELLECTUAL PROPERTY RIGHTS, BY THE PRODUCTS OR ANY PART THEREOFLessee.

Patent Indemnity. LipoMatrix will Subject to Section 16 and the conditions and limitations set forth herein, SMT shall defend Buyer in any suit or proceeding brought against Distributor Buyer by a third party insofar as such suit or proceeding is based on a claim that the Product furnished any Ordered Goods manufactured by SMT and supplied to Buyer by SMT under this Agreement infringes these Terms directly infringe any duly issued United States patent or trademarkof such third party, and will SMT shall pay all damages and costs that finally awarded against Buyer by a court awards against Distributor of competent jurisdiction in such suit or proceeding as a result of such claim and any payments made to the extent directly and solely attributable to such infringement; provided that the foregoing obligations shall apply only if Buyer promptly informs SMT in settlement writing of such claimsuit or proceeding, provided that Distributor Buyer promptly furnishes to SMT a copy of each communication, notice or other action relating to the alleged infringement, and Buyer gives LipoMatrix: SMT full control, authority, information, and assistance to defend and settle such suit or proceeding. SMT shall have no obligation or liability hereunder if the infringement or alleged infringement is based on, is caused by, arises out of or in connection with (a) prompt written notice compliance with or implementation of such suit; (i) Buyer’s specifications, designs, or instructions, or (ii) any standard set by a standard setting body and/or agreed between at least two entities, (b) full control over combination of the defense Ordered Goods with any hardware, software or settlement thereof; and other products or technologies not supplied by SMT, (c) all reasonable information and assistance (at LipoMatrix's expense excluding time spent by employees any addition to or consultants modification of the DistributorOrdered Goods after delivery by SMT, (d) to handle use of the defense and settlement thereof. If the ProductsOrdered Goods, or any part thereof, arein the practice of a process, (e) unauthorized use or distribution of the Ordered Good or use beyond the specifications of the Ordered Good, (f) any third party’s intellectual property rights (i) covering a standard set by a standard setting body and/or agreed between at least two entities; (ii) covering the manufacture, testing or application of any assembly, circuit, combination, method, or process in which the Ordered Goods may be used; or (iii) with respect to which SMT or any of its Related Parties has informed Buyer or has published (in a datasheet or other specifications concerning the Ordered Good or elsewhere) a statement that a separate license has to be obtained and/or that no license is granted or implied, (g) any software embedded in, or intended for use in conjunction with, the Ordered Goods. SMT’s obligations hereunder shall further not apply with respect to any use, sale, offer for sale, importation or other disposition or promotion of the Ordered Goods by Buyer, occurring after Buyer has received (x) notice of said suit or proceeding or other communication alleging infringement or (y) notice contemplating, in SMT’s opinion, the likelihood that such activity may be the subject of an alleged infringement, unless SMT has given prior written permission for such continuing use. Buyer shall defend, indemnify and hold SMT harmless from and against any claims, liability, losses, damages and costs arising out of or in relation to claims of infringements described in the two preceding sentences and shall reimburse all costs incurred by SMT in defending any claim, demand, suit, action or proceeding in connection with such alleged infringement. If any Ordered Goods are held, or in the SMT’s opinion of LipoMatrix may becomeare likely to be held, the subject of any claim, suit or proceeding for infringement of any patent or trademark, or in the event of any adjudication that the Products, or any part thereof, to infringe any patent or trademarkUnited States Patent, or if SMT shall have the sale or use of Productsright, or any part thereof, is enjoined, LipoMatrix may, without obligation at its option and expense: sole option, to (ai) procure for Distributor and its customers Buyer the right under such patent or trademark to continue to use or and/or sell as appropriate the Products or such part thereof; or Ordered Goods, (bii) replace or modify such Ordered Goods in such a way as to make the Products, or part thereof, with other suitable Products or parts; or (c) suitably modify the Products or part thereofmodified goods non-infringing, or (diii) if none accept return of such Ordered Goods in exchange for a refund of the foregoing are commercially practicable, refund amounts actually paid by Buyer for such Ordered Goods. If the amounts paid therefore by Distributor, and recover possession infringement is alleged prior to completion of such Products. LipoMatrix shall not be liable for any costs or expenses incurred without its prior written authorization. Notwithstanding the provisions delivery of the preceding paragraphsOrdered Goods under these Terms, LipoMatrix shall not be liable SMT may decline to Distributor or its customers for: (a) infringement make further shipments without being in breach of patent claims covering the usage of LipoMatrix Products in a manner not intended under this Agreement; (b) these Terms and cancel any trademark infringements involving any marking or branding applied by LipoMatrix or involving any marking or branding applied at the request of Distributor, except if such marking or branding is owned by LipoMatrix; (c) the modification of Productsrelated purchase orders, or SMT may agree to make such shipments if Buyer agrees in writing to defend, indemnify and hold SMT harmless against any part thereofclaims, unless liability, losses, damages and costs in connection with the infringement relating to such modification was made by LipoMatrix; or (d) the combination, operation or use of the Product with other products not furnished by LipoMatrix to the extent such claim would not have arisen had such combination, operation or use not occurredshipments. THE FOREGOING PROVISIONS STATES THE SOLE AND EXCLUSIVE LIABILITY OF THIS SECTION VII STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF LIPOMATRIXSMT, AND THE SOLE AND EXCLUSIVE REMEDIES REMEDY OF DISTRIBUTOR AND ITS CUSTOMERS BUYER, IN CONNECTION WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF PATENTSCLAIM OR OTHER ALLEGATION OF, COPYRIGHTSOR ANY ACTUAL OR ALLEGED, TRADEMARKS, PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTSINFRINGEMENT RELATING TO THE ORDERED GOODS. THE FOREGOING SHALL BE IN LIEU OF, AND COMPLETELY REPLACE, AND BUYER SHALL NOT HAVE, ANY RIGHTS AND REMEDIES OTHERWISE AVAILABLE TO BUYER UNDER APPLICABLE LAW, including, without limitation, any RIGHTS or remedies pursuant to Articles 35-52, and 71-77 of the CISG. LIMITATION OF LIABILITY: SMT’S AND ITS RELATED PARTIES’ AGGREGATE AND CUMULATIVE LIABILITY IN CONNECTION WITH THE ORDERED GOODS OR PURSUANT TO THESE TERMS, WHETHER IN CONTRACT, TORT, WARRANTY, PURSUANT TO INDEMNIFICATION, OR OTHERWISE, AND REGARDLESS OF WHETHER SMT OR A RELATED PARTY HAS BEEN ADVISED OR AWARE OF THE POSSIBILITY OF SUCH LIABILITY, SHALL IN NO EVENT EXCEED THE LESSER OF: (A) THE TOTAL OF THE AMOUNTS ACTUALLY PAID BY BUYER TO SMT HEREUNDER FOR THE PRODUCTS APPLICABLE ORDERED GOODS DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT, OR SERIES OF EVENTS, AS THE CASE MAY BE, GIVING RISE TO SMT’S LIABILITY, AND (B) AN AMOUNT OF US$500,000, BUT IN CASE OF LIABILITY FOR DELAY OR NON-DELIVERY OF ORDERED GOODS, ALSO NEVER MORE THAN THE PURCHASE PRICE OF THE DELAYED OR NON DELIVERED ORDERED GOODS CONCERNED. IN NO EVENT SHALL SMT OR ANY PART THEREOFOF ITS RELATED PARTIES BE LIABLE TO ANYONE FOR SPECIAL, COLLATERAL, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOST PROFITS, LOST REVENUES OR LOST DATA, IN CONNECTION WITH THE ORDERED GOODS OR PURSUANT TO THESE TERMS, WHETHER IN CONTRACT, TORT, WARRANTY, PURSUANT TO INDEMNIFICATION, OR OTHERWISE, AND REGARDLESS OF WHETHER SMT HAS BEEN ADVISED OR AWARE OF THE POSSIBILITY OF SUCH LIABILITY. IN NO EVENT SHALL SMT OR ANY OF ITS RELATED PARTIES BE LIABLE FOR ANY DAMAGE, COSTS OR EXPENSES ASSOCIATED WITH THE ACTUAL REPLACEMENT OR REPAIR OF PRODUCTS, INCLUDING LABOR, INSTALLATION OR OTHER COSTS INCURRED BY BUYER AND, IN PARTICULAR, ANY COSTS RELATED TO THE REMOVAL OR REPLACEMENT OF ANY ORDERED GOODS SOLDERED OR OTHERWISE PERMANENTLY AFFIXED TO ANY PRINTED CIRCUIT BOARD, EXCESS PROCUREMENT COSTS, COSTS OF COVER, OR REWORK CHARGES. THIS SECTION 16 SHALL BE IN LIEU OF, AND COMPLETELY REPLACE, AND BUYER SHALL NOT HAVE, ANY RIGHTS AND REMEDIES OTHERWISE AVAILABLE TO BUYER UNDER APPLICABLE LAW, including, without limitation, any RIGHTS or remedies pursuant to Articles 35-52, and 71-77 of the CISG. ANY CLAIM BY BUYER RELATING TO THE ORDERED GOODS OR ARISING IN CONNECTION WITH THESE TERMS MUST BE BROUGHT BY BUYER WITHIN NINETY (90) DAYS OF THE DATE OF THE EVENT GIVING RISE TO ANY SUCH CLAIM, AND ANY LAWSUIT RELATIVE TO ANY SUCH CLAIM MUST BE FILED WITHIN ONE (1) YEAR OF THE DATE OF THE DATE SUCH CLAIM WAS BROUGHT IN ACCORDANCE WITH THE FOREGOING. ANY CLAIMS THAT HAVE BEEN BROUGHT OR FILED IN CONFLICT WITH THE PRECEDING SENTENCE ARE NULL AND VOID AND SHALL BE DEEMED WAIVED BY BUYER. The limitations and exclusions set forth above in this Section shall not apply to the extent they are prohibited by applicable mandatory law despite an agreement by the parties to the contrary.

Patent Indemnity. LipoMatrix will (a) ABB shall defend at its own expense any suit action brought against Distributor based on a claim Purchaser alleging that the Product furnished under this Agreement Equipment or the use of the Equipment to practice any process for which such Equipme nt is specified by ABB (a “Process”) directly infringes any claim of a patent or trademark, of the United States of America and will to pay all damages and costs that a court awards against Distributor as a result of finally awarded in any such claim and any payments made in settlement of such claimaction, provided that Distributor gives LipoMatrix: (a) ABBGTC073101 Purchaser has given ABB prompt written notice of such suit; action, all necessary assistance in the defense thereof and the right to control all aspects of the defense thereof including the right to settle or otherwise terminate such action in behalf of Purchaser. (b) full control over ABB shall have no obligation hereunder and this provision shall not apply to: (i) any other equipment or processes, including Equipment or Processes which have been modified or combined with other equipment or process not supplied by ABB; (ii) any Equipment or Process supplied according to a design, other than an ABB design, required by Purchaser; (iii) any products manufactured by the defense Equipment or settlement thereofProcess; and (iv) any patent issued after the date hereof; or (v) any action settled or otherwise terminated without the prior written consent of ABB. (c) all reasonable information and assistance (at LipoMatrix's expense excluding time spent by employees or consultants of If, in any such action, the Distributor) Equipment is held to handle the defense and settlement thereof. If the Productsconstitute an infringement, or any part thereof, are, or in the opinion of LipoMatrix may become, the subject practice of any claim, suit or proceeding for infringement of any patent or trademark, or in Process using the event of any adjudication that the Products, or any part thereof, infringe any patent or trademark, or if the sale or use of Products, or any part thereof, Equipment is finally enjoined, LipoMatrix mayABB shall, at its option and its own expense: (a) , procure for Distributor and its customers Purchaser the right under such patent or trademark to use or sell as appropriate the Products or such part thereofcontinue using said Equipment; or (b) modify or replace the Products, or part thereofit with non-infringing equipment or, with other suitable Products or partsPurchaser's assistance, modify the Process so that it becomes non-infringing; or (c) suitably modify remove it and refund the Products or part thereof, or (d) if none portion of the foregoing are commercially practicable, refund the amounts paid therefore by Distributor, and recover possession of such Products. LipoMatrix shall not be liable for any costs or expenses incurred without its prior written authorization. Notwithstanding the provisions of the preceding paragraphs, LipoMatrix shall not be liable to Distributor or its customers for: (a) infringement of patent claims covering the usage of LipoMatrix Products in a manner not intended under this Agreement; (b) any trademark infringements involving any marking or branding applied by LipoMatrix or involving any marking or branding applied at the request of Distributor, except if such marking or branding is owned by LipoMatrix; (c) the modification of Products, or any part thereof, unless such modification was made by LipoMatrix; or (d) the combination, operation or use of the Product with other products not furnished by LipoMatrix price allocable to the extent such claim would not have arisen had such combination, operation or use not occurredinfringing Equipment. THE FOREGOING PROVISIONS OF THIS SECTION VII PARAGRAPHS STATE THE ENTIRE LIABILITY OF ABB AND OBLIGATIONS OF LIPOMATRIXEQUIPMENT MANUFACTURER FOR ANY PATENT INFRINGEMENT. (d) To the extent that said Equipment or any part thereof is modified by Purchaser, AND THE EXCLUSIVE REMEDIES OF DISTRIBUTOR AND ITS CUSTOMERS WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF PATENTSor combined by Purchaser with equipment or processes not furnished hereunder (except to the extent that ABB is a contributory infringer) or said Equipment or any part thereof is used by Purchaser to perform a process not furnished hereunder by ABB or to produce an article, COPYRIGHTSand by reason of said modification, TRADEMARKScombination, OR OTHER INTELLECTUAL PROPERTY RIGHTSperformance or production, BY THE PRODUCTS OR ANY PART THEREOFan action is brought against ABB, Purchaser shall defend and indemnify ABB in the same manner and to the same extent that ABB would be obligated to indemnify Purchaser under this "Patent Indemnity" provision.

Patent Indemnity. LipoMatrix A. Seller hereby indemnifies, defends and will defend hold harmless Buyer, their officers, employees, and agents from and against any expense, cost, loss, loss of use, charge, claim, judgement, decree or order, of whatever kind or nature, arising out of or in connection with any actual or alleged infringement of any patent, trademark, trade name, trade secret, copyright, proprietary right or interest by reason of the purchase, possession, or use by Buyer of any items, delivered by Seller in the discharge of its obligation hereunder, including for purposes of this Article, but without limiting the generality of the foregoing, any actual or alleged infringement which may be based upon any design, construction, part, assembly, apparatus or equipment incorporated into such items by Seller or furnished with such items or by any such design, construction, part, assembly, apparatus, or equipment, provided only that Seller’s liability hereunder with respect to any actual or alleged infringement is conditioned upon Buyer’s receipt of a claim with respect to the above notice by Buyer to Seller within thirty (30) days after service of process of such suit. B. Seller will, at its own expense, assume and conduct in the best interests of Seller and Buyer the defense and/or settlement of any suit or action which may be brought against Distributor based on a claim that it or against the Product furnished under Buyer or against any officer, employee or agent of any of them in respect to which Seller has an obligation of indemnification pursuant to Paragraph A of this Agreement infringes any patent or trademarkArticle, and will pay all damages and costs any amount called for by any settlement entered into with Buyer’s approval. In the event that a judgement is rendered in such suit or action, Seller will, at its own cost and expense, prosecute any appeal which may be taken from such judgement or from any decision rendered on any such appeal, and in connection therewith will execute and file, or cause to be executed and filed, such documents, including without limitation any bond or bonds required to stay or otherwise suspend, pending the decision of such appeal, the effect of any injunction or other restraining order entered by such trial court, and in the case of any such appeal, Buyer will, upon Seller’s request and at Seller’s expense, co-operate with Seller in the prosecution thereof. C. Seller will assume, pay, discharge or settle any and all judgments and all costs, charges and expenses which may be assessed, levied, or taxed by the court awards against Distributor Buyer or incurred by Buyer with Seller’s approval as a result of such claim and any payments made suit or action brought against Buyer in settlement of such claim, provided that Distributor gives LipoMatrix: respect to which Seller has an obligation to defend and/or settle pursuant to Paragraph B in this Article. D. In the event the Equipment (a) prompt written notice of such suit; (b) full control over the defense or settlement thereof; and (c) all reasonable information and assistance (at LipoMatrix's expense excluding time spent by employees or consultants of the Distributor) to handle the defense and settlement thereof. If the Products, or any component or part thereof, are, or ) in the opinion of LipoMatrix may become, the subject of any claim, such suit or proceeding for is held to constitute any infringement of any patent or trademark, or in and the event of any adjudication that the Products, or any part thereof, infringe any patent or trademark, or if the sale or use of Products, or any part thereof, thereof is enjoined, LipoMatrix maySeller shall pay all damages, costs awarded therein against Buyer as well as (at its option and Seller’s sole expense: (a) either procure for Distributor and its customers Buyer the right under such patent to continue using the Equipment (including components and parts) or trademark replace it with comparable Equipment (including components and parts) which does not constitute an infringement. E. Seller warrants that prior to use or sell as appropriate conveyance of title to Buyer, that it is the Products or such part thereof; or (b) replace the Products, or part thereof, with other suitable Products or parts; or (c) suitably modify the Products or part thereof, or (d) if none owner of the foregoing are commercially practicableEquipment, refund that it has the amounts paid therefore by Distributorright to sell such Equipment for delivery and use, and recover that Buyer shall have quiet possession and use thereof. Seller shall indemnify and hold Buyer harmless against any loss, liability or expense arising from the violation of such Products. LipoMatrix shall not be liable for any costs or expenses incurred without its prior written authorization. Notwithstanding the provisions of the preceding paragraphs, LipoMatrix shall not be liable to Distributor or its customers for: (a) infringement of patent claims covering the usage of LipoMatrix Products in a manner not intended under this Agreement; (b) any trademark infringements involving any marking or branding applied by LipoMatrix or involving any marking or branding applied at the request of Distributor, except if such marking or branding is owned by LipoMatrix; (c) the modification of Products, or any part thereof, unless such modification was made by LipoMatrix; or (d) the combination, operation or use of the Product with other products not furnished by LipoMatrix to the extent such claim would not have arisen had such combination, operation or use not occurred. THE FOREGOING PROVISIONS OF THIS SECTION VII STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF LIPOMATRIX, AND THE EXCLUSIVE REMEDIES OF DISTRIBUTOR AND ITS CUSTOMERS WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADEMARKS, OR OTHER INTELLECTUAL PROPERTY RIGHTS, BY THE PRODUCTS OR ANY PART THEREOFArticle.

Patent Indemnity. LipoMatrix will (a) Seller hereby agrees to defend any claim or suit and to indemnify and save Buyer harmless from and against any damages (including the costs of the suit and reasonable attorney's fees) awarded against Buyer in a suit arising out of any infringement of any U.S. patent by reason of the incorporation into the Platform in accordance with the Package of any Equipment components manufactured by XxXxxxxxxx; provided, however, that (i) the indemnity contained in this Section 13 shall not apply to any claim or suit arising out of the construction or use of (1 ) processes, devices, apparatus, or equipment specified or furnished by Buyer or anyone else other than Seller, for which Buyer shall indemnify and defend Seller, and mounted upon or used in connection with the Platform; and (2) any combination of and falling within subparagraph (i)(1) herewith of the Equipment or the Platform; and (ii) Buyer shall give Seller prompt written notice of any such claim or suit and shall permit Seller to control settlement negotiations and any litigation in connection therewith; provided, however, no settlement which purports to acknowledge, on Buyer's behalf the validity of the patent involved shall be entered into by Seller without Buyer's consent. As to any Equipment components purchased by Seller, Seller shall assign (to the extent same is assignable) to Buyer, without recourse, any patent indemnity coverage granted to Seller by any vendor thereof Buyer shall seek performance of damages under such warranties and Patent indemnities only from such parties and not from Seller. (b) Seller makes no representations and extends no warranties that the manufacture, construction, or commercialization of the Platform will not infringe the claims of any United States or foreign Letters Patent that are not included in Article II of the License Agreement, and Seller specifically excludes any responsibility, liability, or obligation to defend Buyer or to hold harmless and indemnify Buyer against charges, claims, or suits brought against Distributor based on a claim Buyer, its affiliates (an "affiliate" of Buyer being an entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Buyer), assigns, successors, agents, employees, representatives, subcontractors, or independent contractors for infringement of any United States or foreign Letters Patent not included in Article II of the License Agreement. Buyer further agrees that in no event shall Seller's liability to indemnify and hold harmless Buyer as provided herein exceed such amount as Seller may actually recover from XxXxxxxxxx for the same obligation to indemnify and hold harmless under the License Agreement. (c) Buyer agrees to defend any claim, suit, or proceeding brought against Seller alleging that the Product construction or use by Seller, pursuant to this Agreement, of any process, method of construction, construction equipment, device, or apparatus (including, without limitation; Buyer Furnished Equipment) specified or furnished under this Agreement infringes by Buyer or mounted upon or used in connection with the Platform constitutes infringement of any patent or trademarkletters patent, and will pay all damages Buyer agrees to indemnify and costs that a court awards save Seller harmless from and against Distributor any judgment rendered against Seller as a result of such claim claim, suit, or proceeding. Seller shall promptly notify Buyer in writing of any such claim, suit, or proceeding and any payments made in shall permit Buyer to control the conduct and settlement of such claim, provided that Distributor gives LipoMatrix: (a) prompt written notice suit, or proceeding, provided, however, no settlement shall be entered into without Seller's consent which purports to acknowledge on Seller's behalf the validity of such suit; (b) full control over the defense or settlement thereof; and (c) all reasonable any patent. Seller shall provide information and assistance (to Buyer, at LipoMatrixSeller's expense excluding time spent by employees or consultants expense, as may be reasonably necessary to aid in the conduct and settlement of the Distributor) to handle the defense and settlement thereof. If the Productsclaim, suit, or any part thereof, are, or in the opinion of LipoMatrix may become, the subject of any claim, suit or proceeding for infringement of any patent or trademark, or in the event of any adjudication that the Products, or any part thereof, infringe any patent or trademark, or if the sale or use of Products, or any part thereof, is enjoined, LipoMatrix mayproceeding. Seller shall be entitled to participate, at its option own expense, in the conduct and expense: (a) procure for Distributor and its customers the right under settlement of such patent or trademark to use or sell as appropriate the Products or such part thereof; or (b) replace the Productsclaim, suit, or part thereof, with other suitable Products or parts; or (c) suitably modify the Products or part thereof, or (d) if none of the foregoing are commercially practicable, refund the amounts paid therefore by Distributor, proceeding through its selected representatives and recover possession of such Products. LipoMatrix shall not be liable for any costs or expenses incurred without its prior written authorization. Notwithstanding the provisions of the preceding paragraphs, LipoMatrix shall not be liable to Distributor or its customers for: (a) infringement of patent claims covering the usage of LipoMatrix Products in a manner not intended under this Agreement; (b) any trademark infringements involving any marking or branding applied by LipoMatrix or involving any marking or branding applied at the request of Distributor, except if such marking or branding is owned by LipoMatrix; (c) the modification of Products, or any part thereof, unless such modification was made by LipoMatrix; or (d) the combination, operation or use of the Product with other products not furnished by LipoMatrix to the extent such claim would not have arisen had such combination, operation or use not occurred. THE FOREGOING PROVISIONS OF THIS SECTION VII STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF LIPOMATRIX, AND THE EXCLUSIVE REMEDIES OF DISTRIBUTOR AND ITS CUSTOMERS WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADEMARKS, OR OTHER INTELLECTUAL PROPERTY RIGHTS, BY THE PRODUCTS OR ANY PART THEREOFattorneys.

Patent Indemnity. LipoMatrix Seller represents and warrants that (i) it has the right to disclose or use, without liability to others, all subject matter, including ideas, inventions, creations, Works, processes, designs and methods that Seller will defend any suit brought against Distributor based on a claim that disclose or use in its performance of this order; (ii) the Product furnished under this Agreement infringes any patent or trademarkproducts, and Buyer's use thereof, do not and will pay all damages and costs that a court awards against Distributor as a result not infringe any patent, copyright, trade secret, mask Work right, or other proprietary right of such claim and any payments made in settlement of such claim, provided that Distributor gives LipoMatrix: (a) prompt written notice of such suit; (b) full control over the defense or settlement thereofothers; and (ciii) all reasonable information and assistance (at LipoMatrix's expense excluding time spent by employees or consultants of the Distributor) to handle the defense and settlement thereof. If the Productsin connection with its performance under this order, Seller will not infringe any patent, copyright, trade secret, mask Work right, or any part thereof, are, or in the opinion of LipoMatrix may become, the subject other proprietary right of any claimthird party. Seller will indemnify, suit hold harmless, and at Xxxxx's request defend Xxxxx from and against any loss, cost, liability or proceeding for infringement expense (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from any patent breach or trademark, or in claimed breach of the above representations and warranties. In the event of any adjudication such claim, Xxxxx agrees (i) to notify Seller of the claim, (ii) if Xxxxx has not requested that Seller defend the Productsclaim, or to permit Seller, at Seller's expense, to participate in the defense thereof with counsel of Seller's choosing, subject to Xxxxx's supervision and control, and (iii) if Xxxxx has requested that Seller defend the claim, to provide Seller with all needed information, assistance and authority necessary for Seller to do so. If the use by Buyer of any part thereof, infringe any patent or trademark, or if of the sale or use of Products, or any part thereof, products purchased under this Agreement is enjoined, LipoMatrix mayor in Buyer's opinion is likely to be enjoined, at Buyer's request and option, and without prejudice to Buyer's rights and remedies, Seller at its option and expense: (a) expense will procure from the person or persons claiming or likely to claim infringement, a license for Distributor Buyer and its customers the right under such patent or trademark to continue to use or sell as appropriate the Products or such part thereof; or (b) replace the Productsproducts, or part thereof, with other suitable Products or parts; or (c) suitably modify the Products allegedly infringing order to avoid the infringement, without materially impairing performance or part thereof, compliance with Buyer's specifications or (d) if none of this order. In the foregoing are commercially practicable, refund event that the amounts paid therefore by Distributor, and recover possession of such Products. LipoMatrix shall not be liable for any costs or expenses incurred without Seller performs its prior written authorization. Notwithstanding the provisions of the preceding paragraphs, LipoMatrix shall not be liable to Distributor or its customers for: (a) infringement of patent claims covering the usage of LipoMatrix Products in a manner not intended obligations under this Agreement; (b) any trademark infringements involving any marking or branding applied by LipoMatrix or involving any marking or branding applied at the request of Distributor, except if such marking or branding is owned by LipoMatrix; (c) the modification of Products, or any part thereof, unless such modification was made by LipoMatrix; or (d) the combination, operation or use of the Product with other products not furnished by LipoMatrix agreement pursuant to the extent such claim would not have arisen had such combinationBuyer's specification, operation or use not occurred. THE FOREGOING PROVISIONS OF THIS SECTION VII STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF LIPOMATRIXdesigns, AND THE EXCLUSIVE REMEDIES OF DISTRIBUTOR AND ITS CUSTOMERS WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF PATENTSdrawings, COPYRIGHTS, TRADEMARKS, OR OTHER INTELLECTUAL PROPERTY RIGHTS, BY THE PRODUCTS OR ANY PART THEREOFthe Seller is entitled to the above protection stated in this article.

Patent Indemnity. LipoMatrix C-MAC will defend any suit or proceeding brought against Distributor Projectavision insofar as such suit or proceeding is based on a claim that the Product furnished manufacturing processes used by C-MAC to produce any goods manufactured and supplied by C-MAC to Projectavision under this Agreement infringes agreement constitute direct infringement of any duly issued United States patent or trademark, and will C-MAC shall pay all damages and costs that a court awards finally awarded therein against Distributor as a result of such claim and any payments made in settlement of such claimProjectavision, provided that Distributor gives LipoMatrix: (a) prompt written C-MAC is promptly informed and furnished a copy of each communication, notice of such suit; (b) full control over or other action relating to the defense or settlement thereof; alleged infringement and (c) all reasonable is given authority, information and assistance (at LipoMatrixC-MAC's expense excluding time spent by employees expense) necessary to defend or consultants settle said suit or proceeding. C-MAC shall not be obligated to defend or be liable for costs or damages if the infringement arises out of compliance with Projectavision specifications such as, without limiting the generalities of the Distributor) to handle foregoing for incorporation of Projectavision technology including Texas Instruments DLP Light Engine, designs, hardware and/or software in the defense and settlement thereof. If goods, or from a combination with, an addition to, or a modification of the Productsgoods after delivery by C-MAC, or from use of goods, or any part thereof, are, or in the opinion practice of LipoMatrix may become, the subject a process or for infringement arising out of any claim, other cause. C-MAC's obligation hereunder shall not apply to any infringement occurring after Projectavision has received notice alleging the infringement unless C-MAC has given written permission for such continuing infringement. If any suit or proceeding for is brought against C-MAC based on a claim other than a claim that the manufacturing processes used by C-MAC to produce any goods manufactured and supplied by C-MAC under this agreement constitute direct infringement of any duly issued United States patent or trademark(?), or in then the event patent indemnity stated herein above with respect to C-MAC shall reciprocally apply with respect to Projectavision. If the infringement by Projectavision is alleged prior to completion of any adjudication that the Products, or any part thereof, infringe any patent or trademark, or if the sale or use of Products, or any part thereof, is enjoined, LipoMatrix may, at its option and expense: (a) procure for Distributor and its customers the right under such patent or trademark to use or sell as appropriate the Products or such part thereof; or (b) replace the Products, or part thereof, with other suitable Products or parts; or (c) suitably modify the Products or part thereof, or (d) if none delivery of the foregoing are commercially practicable, refund the amounts paid therefore by Distributor, and recover possession of such Products. LipoMatrix shall not be liable for any costs or expenses incurred without its prior written authorization. Notwithstanding the provisions of the preceding paragraphs, LipoMatrix shall not be liable to Distributor or its customers for: (a) infringement of patent claims covering the usage of LipoMatrix Products in a manner not intended goods under this Agreement; (b) any trademark infringements involving any marking , C-MAC may decline to make further shipments without being in breach of this Agreement. In such a case, Projectavision agrees to indemnify C-MAC for all damages and costs sustained by C-MAC because of said infringement and/or production stoppage. Provided C-MAC has not been enjoined from selling said good to Projectavision, C-MAC agrees to supply said goods to Projectavision at Projectavision options, whereupon the patent indemnity obligations herein stated with respect to C-MAC shall reciprocally apply with respect to Projectavision, this indemnity by Projectavision applying to, but not limited to, all damages awarded under 35 U.S.C. Sections 284 and 285. The sale by C-MAC of the goods ordered hereunder does not grant to, convey or branding applied by LipoMatrix confer upon Projectavision or involving any marking or branding applied at the request of Distributor, except if such marking or branding is owned by LipoMatrix; (c) the modification of ProductsProjectavision customers, or upon anyone claiming under Projectavision, a license, expressed or implied under any part thereof, unless such modification was made by LipoMatrix; patent rights or (d) the any other rights of C-MAC covering or relating to any combination, operation machine or use of the Product with other products not furnished by LipoMatrix to the extent such claim would not have arisen had such combination, operation or use not occurred. THE FOREGOING PROVISIONS OF THIS SECTION VII STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF LIPOMATRIX, AND THE EXCLUSIVE REMEDIES OF DISTRIBUTOR AND ITS CUSTOMERS WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADEMARKS, OR OTHER INTELLECTUAL PROPERTY RIGHTS, BY THE PRODUCTS OR ANY PART THEREOFprocess.

Patent Indemnity. LipoMatrix will defend any suit brought against Distributor based on a claim that the Product furnished under this Agreement infringes any patent or trademark, and will pay all damages and costs that a court awards against Distributor as a result of such claim and any payments made in settlement of such claim, provided that Distributor gives LipoMatrix: (a) prompt written notice of such suit; (b) full control over the defense or settlement thereof; and (c) all reasonable information and assistance (at LipoMatrix's expense excluding time spent by employees or consultants of the Distributor) to handle the defense and settlement thereof. If the Products, or any part thereof, are, or in the opinion of LipoMatrix may become, the subject of any claim, suit or proceeding for infringement of any patent or trademark, or in the event of any adjudication that the Products, or any part thereof, infringe any patent or trademark, or if the sale or use of Products, or any part thereof, is enjoined, LipoMatrix may, at its option and expense: (a) procure for Distributor and its customers the right under such patent or trademark to use or sell as appropriate the Products or such part thereof; or (b) replace the Products, or part thereof, with other suitable Products or parts; or (c) suitably modify the Products or part thereof, or (d) if none of the foregoing are commercially practicable, refund the amounts paid therefore by Distributor, and recover possession of such Products. LipoMatrix shall not be liable for any costs or expenses incurred without its prior written authorization. Notwithstanding the provisions of the preceding paragraphs, LipoMatrix shall not be liable to Distributor or its customers for: (a) infringement of patent claims covering the usage of LipoMatrix Products in a manner not intended under this Agreement; (b) any trademark infringements involving any marking or branding applied by LipoMatrix or involving any marking or branding applied at the request of Distributor, except if such marking or branding is owned by LipoMatrix; (c) the modification of Products, or any part thereof, unless such modification was made by LipoMatrix; or (d) the combination, operation or use of the Product with other products not furnished by LipoMatrix to the extent such claim would not have arisen had such combination, operation or use not occurred. THE FOREGOING PROVISIONS OF THIS SECTION VII STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF LIPOMATRIX, AND THE EXCLUSIVE REMEDIES OF DISTRIBUTOR AND ITS CUSTOMERS WITH RESPECT TO ANY ALLEGED INFRINGEMENT IN- FRINGEMENT OF PATENTS, COPYRIGHTS, TRADEMARKS, OR OTHER INTELLECTUAL PROPERTY RIGHTS, BY THE PRODUCTS OR ANY PART THEREOF.

Patent Indemnity. LipoMatrix will defend any suit brought against Distributor based on a claim that the Product furnished under this Agreement infringes any patent or trademark, and will pay all damages and costs that a court awards against Distributor as a result of such claim and any payments made in settlement of such claim, provided that Distributor gives LipoMatrix: (a) prompt written notice of such suit; (b) full control over the defense or settlement thereof; and (c) all reasonable information and assistance (at LipoMatrix's expense excluding time spent by employees or consultants of the Distributor) to handle the defense and settlement thereof. If the Products, or any part thereof, are, or in the opinion of LipoMatrix may become, the subject of any claim, suit or proceeding for infringement of any patent or trademark, or in the event of any adjudication that the Products, or any part thereof, infringe any patent or trademark, or if the sale or use of Products, or any part thereof, is enjoined, LipoMatrix may, at its option and expense: (a) procure for Distributor and its customers the right under such patent or trademark to use or sell as appropriate the Products or such part thereof; or (b) replace the Products, or part thereof, with other suitable Products or parts; or (c) suitably modify the Products or part thereof, or (d) if none of the foregoing are commercially practicable, refund the amounts paid therefore by Distributor, and recover possession of such Products. LipoMatrix shall not be liable for any costs or expenses incurred without its prior written authorization. Notwithstanding the provisions of the preceding paragraphs, LipoMatrix shall not be liable to Distributor or its customers for: (a) infringement of patent claims covering the usage of LipoMatrix Products in a manner not intended under this Agreement; (b) any trademark infringements infringe ments involving any marking or branding applied by LipoMatrix or involving any marking or branding applied at the request of Distributor, except if such marking or branding is owned by LipoMatrix; (c) the modification of Products, or any part thereof, unless such modification was made by LipoMatrix; or (d) the combination, operation or use of the Product with other products not furnished by LipoMatrix to the extent such claim would not have arisen had such combination, operation or use not occurred. THE FOREGOING PROVISIONS OF THIS SECTION VII STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF LIPOMATRIX, AND THE EXCLUSIVE REMEDIES OF DISTRIBUTOR AND ITS CUSTOMERS WITH RESPECT TO ANY ALLEGED INFRINGEMENT IN FRINGEMENT OF PATENTS, COPYRIGHTS, TRADEMARKS, OR OTHER INTELLECTUAL INTELLEC TUAL PROPERTY RIGHTS, BY THE PRODUCTS OR ANY PART THEREOF.

Patent Indemnity. LipoMatrix will (a) ASEC shall defend at its own expense any suit action brought against Distributor based on a claim Purchaser alleging that the Product furnished under this Agreement Equipment or the use of the Equipment to practice any process for which such Equipment is specified by ASEC (a “Process”) directly infringes any claim of a patent or trademark, of the United States of America and will to pay all damages and costs that a court awards against Distributor as a result of finally awarded in any such claim and any payments made in settlement of such claimaction, provided that Distributor gives LipoMatrix: (a) Purchaser has given ASEC prompt written notice of such suit; action, all necessary assistance in the defense thereof and the right to control all aspects of the defense thereof including the right to settle or otherwise terminate such action in behalf of Purchaser. (b) full control over ASEC shall have no obligation hereunder and this provision shall not apply to: (i) any equipment or processes, including Equipment or Processes which have been modified or combined with other equipment or process not supplied by ASEC; (ii) any Equipment or Process supplied according to a design, other than an ASEC design, required by Purchaser; (iii) any products manufactured by the defense Equipment or settlement thereofProcess; and (iv) any patent issued after the date hereof; or (v) any action settled or otherwise terminated without written consent of ASEC. (c) all reasonable information and assistance (at LipoMatrix's expense excluding time spent by employees or consultants of If, in any such action, the Distributor) Equipment is held to handle the defense and settlement thereof. If the Productsconstitute an infringement, or any part thereof, are, or in the opinion of LipoMatrix may become, the subject practice of any claim, suit or proceeding for infringement of any patent or trademark, or in Process using the event of any adjudication that the Products, or any part thereof, infringe any patent or trademark, or if the sale or use of Products, or any part thereof, Equipment is finally enjoined, LipoMatrix mayASEC shall, at its option and its own expense: (a) , procure for Distributor and its customers Purchaser the right under such patent or trademark to use or sell as appropriate the Products or such part thereofcontinue using said Equipment; or (b) modify or replace the Products, or part thereofit with non-infringing equipment or, with other suitable Products or partsPurchaser\’s assistance, modify the Process so that it becomes non infringing; or (c) suitably modify remove it and refund the Products or part thereof, or (d) if none portion of the foregoing are commercially practicable, refund the amounts paid therefore by Distributor, and recover possession of such Products. LipoMatrix shall not be liable for any costs or expenses incurred without its prior written authorization. Notwithstanding the provisions of the preceding paragraphs, LipoMatrix shall not be liable to Distributor or its customers for: (a) infringement of patent claims covering the usage of LipoMatrix Products in a manner not intended under this Agreement; (b) any trademark infringements involving any marking or branding applied by LipoMatrix or involving any marking or branding applied at the request of Distributor, except if such marking or branding is owned by LipoMatrix; (c) the modification of Products, or any part thereof, unless such modification was made by LipoMatrix; or (d) the combination, operation or use of the Product with other products not furnished by LipoMatrix price allocable to the extent such claim would not have arisen had such combination, operation or use not occurredinfringing Equipment. THE FOREGOING PROVISIONS OF THIS SECTION VII PARAGRAPHS STATE THE ENTIRE LIABILITY OF ASEC AND OBLIGATIONS OF LIPOMATRIXEQUIPMENT MANUFACTURER FOR ANY PATENT INFRINGEMENT. (d) To the extent that said Equipment or any part thereof is modified by Purchaser, AND THE EXCLUSIVE REMEDIES OF DISTRIBUTOR AND ITS CUSTOMERS WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF PATENTSor combined by Purchaser with equipment or processes not furnished hereunder (except to the extent that ASEC is a contributory infringer) or said Equipment or any part thereof is used by Purchaser to perform a process not furnished hereunder by ASEC or to produce an article, COPYRIGHTSand by reason of said modification, TRADEMARKScombination, OR OTHER INTELLECTUAL PROPERTY RIGHTSperformance or production, BY THE PRODUCTS OR ANY PART THEREOFan action is brought against ASEC, Purchaser shall defend and indemnify ASEC in the same manner and to the same extent that ASEC would be obligated to indemnify Purchaser under this "Patent Indemnity" provision.

Patent Indemnity. LipoMatrix (a) Lycos agrees to defend (or to cause the Licensor under the applicable Lycos License to defend) any claims or suits brought against the Indemnified Parties, and will defend indemnify and hold harmless (or cause any such Licensor to indemnify and hold harmless) such Indemnified Party against any award of damages and costs made against any such Indemnified Party by settlement or a final judgment of a court of competent jurisdiction in any suit brought against Distributor at law or in equity insofar as, and only to the extent that, the same is based on a claim by any Person (other than BIS or any BIS Affiliate) that the Product furnished under this Agreement Licensed Software (as defined in the Lycos License) owned and delivered by Lycos or any direct or indirect Lycos subsidiary pursuant to the Lycos License infringes any patent or trademark, and will pay all damages and costs that issued by any country within the Territory (a court awards against Distributor as a result of such claim and any payments made in settlement of such claim, provided that Distributor gives LipoMatrix: (a) "Patent Infringement Claim"). The Indemnified Parties shall give Lycos prompt written notice of such suit; any Patent Infringement Claim against any Indemnified Party. Lycos shall give BIS prompt written notice of any Patent Infringement Claims against Lycos. (b) full Lycos shall have control over the defense of any Patent Infringement Claim, including appeals, negotiations and the right to effect a settlement or compromise thereof, provided that: (i) Lycos may not partially -------- settle any Patent Infringement Claim without the written consent of BIS unless such settlement thereofreleases BIS fully; and (cii) Lycos shall promptly provide BIS with copies of all reasonable information and assistance pleadings or similar document relating to any Patent Infringement Claim; (at LipoMatrix's expense excluding time spent by employees or consultants of iii) Lycos shall consult with the Distributor) Indemnified Parties with respect to handle the defense and settlement thereof. If the Productsof any Patent Infringement Claim; and (iv) in any litigation to which an Indemnified Party is a party, or such Indemnified Party shall be entitled to be separately represented at its own expense by counsel of its own selection. (c) Should any part thereoflicensed product become or, arein Lycos's opinion, or in the opinion of LipoMatrix may be likely to become, the subject of any claimPatent Infringement Claim, suit or proceeding for infringement of any patent or trademark, or in the event of any adjudication that the Products, or any part thereof, infringe any patent or trademark, or if the sale or use of Products, or any part thereof, is enjoined, LipoMatrix mayLycos shall, at its sole option and expense, and for purposes of eliminating or mitigating any indemnification obligations hereunder: (a) procure for Distributor and its customers the right under such patent or trademark (for each Joint Entity which is an authorized licensee thereof) to use or sell as appropriate continue using the Products or such part thereoflicensed product; or (b) replace or modify such Licensed Product so that it becomes non- infringing (provided that the Products, or part thereof, with other suitable Products or parts; or (c) suitably modify the Products or part thereof, or provisions of this Section 7.10 shall apply to any -------- such modified Licensed Software). (d) if none of the foregoing are commercially practicable, refund the amounts paid therefore by Distributor, and recover possession of such Products. LipoMatrix Lycos shall not be liable have no liability for any costs or expenses incurred without its prior written authorization. Notwithstanding Patent Infringement Claim to the provisions of the preceding paragraphs, LipoMatrix shall not be liable to Distributor or its customers forextent: (ai) such infringement of patent claims covering the usage of LipoMatrix Products in a manner not intended under this Agreementis based upon adherence to specifications, designs or instructions furnished by any Indemnified Party; (bii) any trademark infringements involving any marking or branding applied by LipoMatrix or involving any marking or branding applied at the request of Distributor, except if such marking or branding claim is owned by LipoMatrix; (c) the modification of Products, or any part thereof, unless such modification was made by LipoMatrix; or (d) based upon the combination, operation or use of the Product any Licensed Software with products or content owned by any Person other products not furnished by LipoMatrix to the extent than Lycos; (iii) such claim is based upon the combination by the Indemnified Party of any licensed product or modification of any products or content supplied by any Person other than Lycos; or (iv) such claim is based upon an authorized Indemnified Party's use of a Licensed Software in a manner which is inconsistent with the terms of the Lycos License Agreement and if such infringement would not have arisen had occurred except for such combinationuse. (e) Any amount payable under Section 7.10(a) shall be allocated territorially as agreed between Lycos and BIS within sixty (60) days of the determination thereof. Failing such agreement, operation the allocation shall be determined by arbitration in accordance with 11.2. (f) Costs shall only be allocated to a job or recipient of a benefit in accordance with the use thereof and shall not occurred. THE FOREGOING PROVISIONS OF THIS SECTION VII STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF LIPOMATRIX, AND THE EXCLUSIVE REMEDIES OF DISTRIBUTOR AND ITS CUSTOMERS WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADEMARKS, OR OTHER INTELLECTUAL PROPERTY RIGHTS, BY THE PRODUCTS OR ANY PART THEREOFbe allocated in its entirety to multiple parties.

Patent Indemnity. LipoMatrix will defend any suit brought against Distributor based on a claim that the Product furnished under this Agreement infringes any patent or trademark, and will pay all damages and costs that a court awards against Distributor as a result of such claim and any payments made in settlement of such claim, provided that Distributor gives LipoMatrix: (a) prompt written notice of such suit; (b) full control over the defense or settlement thereof; and (c) all reasonable information and assistance (at LipoMatrix's expense excluding time spent by employees or consultants of the Distributor) to handle the defense and settlement thereof. If the Products, or any part thereof, are, or in the opinion of LipoMatrix may become, the subject of any claim, suit or proceeding for infringement of any patent or trademark, or in the event of any adjudication that the Products, or any part thereof, infringe any patent or trademark, or if the sale or use of Products, or any part thereof, is enjoined, LipoMatrix may, at its option and expense: (a) procure for Distributor and its customers the right under such patent or trademark to use or sell as appropriate the Products or such part thereof; or (b) replace the Products, or part thereof, with other suitable Products or parts; or (c) suitably modify the Products or part thereof, or (d) if none of the foregoing are commercially practicable, refund the amounts paid therefore by Distributor, and recover possession of such Products. LipoMatrix shall not be liable for any costs or expenses incurred without its prior written authorization. Notwithstanding the provisions of the preceding paragraphs, LipoMatrix shall not be liable to Distributor or its customers for: (a) infringement of patent claims covering the usage of LipoMatrix Products in a manner not intended under this Agreement; (b) any trademark infringements involving any marking or branding applied by LipoMatrix or involving any marking or branding applied at the request of Distributor, except if such marking or branding is owned by LipoMatrix; (c) the modification of Products, or any part thereof, unless such modification was made by LipoMatrix; or (d) the combination, operation or use of the Product with other products not furnished by LipoMatrix to the extent such claim would not have arisen had such combination, operation or use not occurred. THE FOREGOING PROVISIONS OF THIS SECTION VII STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF LIPOMATRIX, AND THE EXCLUSIVE REMEDIES OF DISTRIBUTOR AND ITS CUSTOMERS WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADEMARKS, OR OTHER INTELLECTUAL PROPERTY RIGHTS, BY THE PRODUCTS OR ANY PART THEREOF.

Patent Indemnity. LipoMatrix will (a) ASEC shall defend at its own expense any suit action brought against Distributor based on a claim Purchaser alleging that the Product furnished under this Agreement Equipment or the use of the Equipment to practice any process for which such Equipment is specified by ASEC (a “Process”) directly infringes any claim of a patent or trademark, of the United States of America and will to pay all damages and costs that a court awards against Distributor as a result of finally awarded in any such claim and any payments made in settlement of such claimaction, provided that Distributor gives LipoMatrix: (a) Purchaser has given ASEC prompt written notice of such suit; action, all necessary assistance in the defense thereof and the right to control all aspects of the defense thereof including the right to settle or otherwise terminate such action in behalf of Purchaser. (b) full control over ASEC shall have no obligation hereunder and this provision shall not apply to: (i) any equipment or processes, including Equipment or Processes which have been modified or combined with other equipment or process not supplied by ASEC; (ii) any Equipment or Process supplied according to a design, other than an ASEC design, required by Purchaser; (iii) any products manufactured by the defense Equipment or settlement thereofProcess; and (iv) any patent issued after the date hereof; or (v) any action settled or otherwise terminated without written consent of ASEC. (c) all reasonable information and assistance (at LipoMatrix's expense excluding time spent by employees or consultants of If, in any such action, the Distributor) Equipment is held to handle the defense and settlement thereof. If the Productsconstitute an infringement, or any part thereof, are, or in the opinion of LipoMatrix may become, the subject practice of any claim, suit or proceeding for infringement of any patent or trademark, or in Process using the event of any adjudication that the Products, or any part thereof, infringe any patent or trademark, or if the sale or use of Products, or any part thereof, Equipment is finally enjoined, LipoMatrix mayASEC shall, at its option and its own expense: (a) , procure for Distributor and its customers Purchaser the right under such patent or trademark to use or sell as appropriate the Products or such part thereofcontinue using said Equipment; or (b) modify or replace the Products, or part thereofit with non infringing equipment or, with other suitable Products or partsPurchaser\’s assistance, modify the Process so that it becomes non infringing; or (c) suitably modify remove it and refund the Products or part thereof, or (d) if none portion of the foregoing are commercially practicable, refund the amounts paid therefore by Distributor, and recover possession of such Products. LipoMatrix shall not be liable for any costs or expenses incurred without its prior written authorization. Notwithstanding the provisions of the preceding paragraphs, LipoMatrix shall not be liable to Distributor or its customers for: (a) infringement of patent claims covering the usage of LipoMatrix Products in a manner not intended under this Agreement; (b) any trademark infringements involving any marking or branding applied by LipoMatrix or involving any marking or branding applied at the request of Distributor, except if such marking or branding is owned by LipoMatrix; (c) the modification of Products, or any part thereof, unless such modification was made by LipoMatrix; or (d) the combination, operation or use of the Product with other products not furnished by LipoMatrix price allocable to the extent such claim would not have arisen had such combination, operation or use not occurredinfringing Equipment. THE FOREGOING PROVISIONS OF THIS SECTION VII PARAGRAPHS STATE THE ENTIRE LIABILITY OF ASEC AND OBLIGATIONS OF LIPOMATRIXEQUIPMENT MANUFACTURER FOR ANY PATENT INFRINGEMENT. (d) To the extent that said Equipment or any part thereof is modified by Purchaser, AND THE EXCLUSIVE REMEDIES OF DISTRIBUTOR AND ITS CUSTOMERS WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF PATENTSor combined by Purchaser with equipment or processes not furnished hereunder (except to the extent that ASEC is a contributory infringer) or said Equipment or any part thereof is used by Purchaser to perform a process not furnished hereunder by ASEC or to produce an article, COPYRIGHTSand by reason of said modification, TRADEMARKScombination, OR OTHER INTELLECTUAL PROPERTY RIGHTSperformance or production, BY THE PRODUCTS OR ANY PART THEREOFan action is brought against ASEC, Purchaser shall defend and indemnify ASEC in the same manner and to the same extent that ASEC would be obligated to indemnify Purchaser under this "Patent Indemnity" provision.

Patent Indemnity. LipoMatrix will (a) Altera shall defend any suit brought suit, proceeding, or claim of infringement asserted against Distributor based on a insofar as such suit, proceeding, or claim of infringement alleges that the any Product furnished under this Agreement manufactured and supplied by Altera to Distributor infringes any patent or trademarkduly issued patent, and will Altera shall pay all damages and costs that a court awards finally awarded therein against Distributor as a result of such claim and any payments made in settlement of such claimDistributor, provided that Distributor gives LipoMatrix: (a) prompt written Altera promptly is informed and furnished a copy of each communication, notice of such suit; (b) full control over or other action relating to the defense or settlement thereof; alleged infringement and (c) all reasonable information is given authority, information, and assistance (at LipoMatrixAltera's expense excluding time spent by employees expense) necessary to defend or consultants of settle said suit or proceeding. Altera shall have the Distributor) absolute right to handle control the defense and settlement thereofof any infringement suit or proceeding for which Distributor seeks indemnification under this subparagraph. If Altera shall not be obligated to defend or be liable for costs and damages if the infringement arises out of (1) Products that are manufactured by Altera in accordance with Distributor's specifications, or (2) the Products being combined with or added to another product, or (3) the Products being modified after delivery to Distributor by Altera, or (4) from use of the Products, or any part thereof, are, or in the opinion practice of LipoMatrix may become, the subject a process. Altera's obligations hereunder shall not apply to any infringement occurring after Distributor has received notice of any claim, such suit or proceeding alleging the infringement unless Altera has given written permission for infringement of such use by Distributor. (b) If any patent or trademark, or in the event of any adjudication that the Products, or any part thereof, Products manufactured and supplied by Altera to Distributor shall be held to infringe any United States patent or trademarkand Distributor shall be enjoined from using the same, or if the sale or use of Products, or any part thereof, is enjoined, LipoMatrix may, Altera will at its option and expense: at its expense (a1) procure for Distributor and its customers the right under such patent or trademark to use or sell as appropriate the such Products or such part thereof; free of any liability for patent infringement, or (b2) replace such Products with non-infringing substitute Products, or (3) refund the purchase price of such Products. (c) If the infringement by Distributor is alleged prior to Altera's completion of delivery of the Products, or part thereof, with other suitable Products or parts; or (c) suitably modify the Products or part thereof, or Altera may decline to make further shipments without being in breach of this Agreement. (d) if none If any suit, proceeding, or claim of infringement is asserted against Altera based on a claim that the foregoing are commercially practicablegoods manufactured by Altera in compliance with Distributor's specifications and supplied to Distributor directly infringe any duly issued United States patent, refund then Distributor shall indemnify Altera to the amounts paid therefore by Distributorsame extent as specified in subparagraph 11.7(a) of this Agreement. However, and recover possession of such Products. LipoMatrix Distributor shall not be liable obligated to indemnify Altera for any costs or expenses incurred without its prior written authorization. Notwithstanding the provisions of the preceding paragraphs, LipoMatrix shall not be liable to Distributor or its customers for: specifications developed solely by Distributor's end customer. (ae) infringement of patent claims covering the usage of LipoMatrix Products in a manner not intended under this Agreement; (b) any trademark infringements involving any marking or branding applied by LipoMatrix or involving any marking or branding applied at the request of Distributor, except if such marking or branding is owned by LipoMatrix; (c) the modification of Products, or any part thereof, unless such modification was made by LipoMatrix; or (d) the combination, operation or use of the Product with other products not furnished by LipoMatrix to the extent such claim would not have arisen had such combination, operation or use not occurred. THE FOREGOING PROVISIONS STATES THE SOLE AND EXCLUSIVE LIABILITY OF THIS SECTION VII STATE THE ENTIRE LIABILITY PARTIES HERETO FOR PATENT INFRINGEMENT AND OBLIGATIONS IS IN LIEU OF LIPOMATRIXALL WARRANTIES, AND THE EXCLUSIVE REMEDIES OF DISTRIBUTOR AND ITS CUSTOMERS WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF PATENTSEXPRESS, COPYRIGHTSIMPLIED OR STATUTORY, TRADEMARKS, OR OTHER INTELLECTUAL PROPERTY RIGHTS, BY THE PRODUCTS OR ANY PART THEREOFIN REGARD THERETO.

Patent Indemnity. LipoMatrix will (a) PPLC shall defend at its own expense any suit action brought against Distributor based on a claim Purchaser alleging that the Product furnished under this Agreement Equipment or the use of the Equipment to practice any process for which such Equipment is specified by PPLC (a “Process”) directly infringes any claim of a patent or trademark, of the United States of America and will to pay all damages and costs that a court awards against Distributor as a result of finally awarded in any such claim and any payments made in settlement of such claimaction, provided that Distributor gives LipoMatrix: (a) Purchaser has given PPLC prompt written notice of such suit; action, all necessary assistance in the defense thereof and the right to control all aspects of the defense thereof including the right to settle or otherwise terminate such action in behalf of Purchaser. (b) full control over PPLC shall have no obligation hereunder and this provision shall not apply to: (i) any other equipment or processes, including Equipment or Processes which have been modified or combined with other equipment or process not supplied by PPLC; (ii) any Equipment or Process supplied according to a design, other than an PPLC design, required by Purchaser; (iii) any products manufactured by the defense Equipment or settlement thereofProcess; and (iv) any patent issued after the date hereof; or (v) any action settled or otherwise terminated without the prior written consent of PPLC. (c) all reasonable information and assistance (at LipoMatrix's expense excluding time spent by employees or consultants of If, in any such action, the Distributor) Equipment is held to handle the defense and settlement thereof. If the Productsconstitute an infringement, or any part thereof, are, or in the opinion of LipoMatrix may become, the subject practice of any claim, suit or proceeding for infringement of any patent or trademark, or in Process using the event of any adjudication that the Products, or any part thereof, infringe any patent or trademark, or if the sale or use of Products, or any part thereof, Equipment is finally enjoined, LipoMatrix mayPPLC shall, at its option and its own expense: (a) , procure for Distributor and its customers Purchaser the right under such patent or trademark to use or sell as appropriate the Products or such part thereofcontinue using said Equipment; or (b) modify or replace the Products, or part thereofit with non-infringing equipment or, with other suitable Products or partsPurchaser's assistance, modify the Process so that it becomes non-infringing; or (c) suitably modify remove it and refund the Products or part thereof, or (d) if none portion of the foregoing are commercially practicable, refund the amounts paid therefore by Distributor, and recover possession of such Products. LipoMatrix shall not be liable for any costs or expenses incurred without its prior written authorization. Notwithstanding the provisions of the preceding paragraphs, LipoMatrix shall not be liable to Distributor or its customers for: (a) infringement of patent claims covering the usage of LipoMatrix Products in a manner not intended under this Agreement; (b) any trademark infringements involving any marking or branding applied by LipoMatrix or involving any marking or branding applied at the request of Distributor, except if such marking or branding is owned by LipoMatrix; (c) the modification of Products, or any part thereof, unless such modification was made by LipoMatrix; or (d) the combination, operation or use of the Product with other products not furnished by LipoMatrix price allocable to the extent such claim would not have arisen had such combination, operation or use not occurredinfringing Equipment. THE FOREGOING PROVISIONS OF THIS SECTION VII PARAGRAPHS STATE THE ENTIRE LIABILITY OF PPLC AND OBLIGATIONS OF LIPOMATRIXEQUIPMENT MANUFACTURER FOR ANY PATENT INFRINGEMENT. (d) To the extent that said Equipment or any part thereof is modified by Purchaser, AND THE EXCLUSIVE REMEDIES OF DISTRIBUTOR AND ITS CUSTOMERS WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF PATENTSor combined by Purchaser with equipment or processes not furnished hereunder (except to the extent that PPLC is a contributory infringer) or said Equipment or any part thereof is used by Purchaser to perform a process not furnished hereunder by PPLC or to produce an article, COPYRIGHTSand by reason of said modification, TRADEMARKScombination, OR OTHER INTELLECTUAL PROPERTY RIGHTSperformance or production, BY THE PRODUCTS OR ANY PART THEREOFan action is brought against PPLC, Purchaser shall defend and indemnify PPLC in the same manner and to the same extent that PPLC would be obligated to indemnify Purchaser under this "Patent Indemnity" provision.

Patent Indemnity. LipoMatrix will ADA, at its own expense, shall indemnify and hold MCI harmless from any loss, damage, liability or expense on account of any claim(s), and shall defend any suit brought against Distributor based on a claim an allegation that the Product furnished under this Agreement Product, use, or license of any portion thereof infringes any patent United Stated patents, copyrights, trade secrets, trademarks, or trademarkother proprietary right(s). ADA shall pay any royalties and other costs or expenses, including attorney's fees, related to the defense, settlement, or disposition of such infringement claim(s). MCI shall promptly notify ADA in writing of any such infringement claim or action and will pay all damages give ADA authority and costs that a court awards against Distributor any assistance or information reasonably available to MCI for the defense of such claim(s). 19 Any such assistance or information which is furnished by MCI at the request of ADA shall be at ADA's expense. If MCI's Use or license of the Product or any portion thereof, is enjoined as a result of a suit based on any such claim and any payments made in settlement claim(s) of such claiminfringement, provided that Distributor gives LipoMatrix: (ADA agrees to the following: a) prompt written notice of At its own expense and option, negotiate a license or other agreement with the claimant so that the Product is no longer subject to such suitinjunction; (or b) full control over At its own expense, replace or modify such Product suitably or substitute a suitable Product therefor (subject to the defense approval of MCI), which modified or settlement thereof; substituted Product is not subject to such injunction, and (to extend the provisions of this Article thereto, or c) all reasonable information and assistance (at LipoMatrix's expense excluding time spent by employees or consultants of the Distributor) to handle the defense and settlement thereof. If the Products, or any part thereof, are, or in the opinion of LipoMatrix may become, the subject of any claim, suit or proceeding for infringement of any patent or trademark, or in In the event of any adjudication that the Products, or any part thereof, infringe any patent or trademark, or if the sale or use of Products, or any part thereof, is enjoined, LipoMatrix may, at its option and expense: (a) procure for Distributor and its customers the right under such patent or trademark to use or sell as appropriate the Products or such part thereof; or (b) replace the Products, or part thereof, with other suitable Products or parts; or (c) suitably modify the Products or part thereof, or (d) if none of the foregoing alternatives are suitably accomplished by ADA using commercially practicablereasonable efforts, refund ADA shall accept return of the amounts paid therefore by DistributorProduct and reimburse MCI for the price of the Product less depreciation of the Product based on a system life of five (5) years. In the event that any proposed settlement or compromise terms do not include MCI's right to continue to Use the Product in substantially the same form and on substantially the same terms and conditions as set forth in this Agreement, MCI may participate in such negotiations at its own expense, and recover possession MCI and ADA shall seek to obtain such ongoing right to Use. Moreover, at any time, MCI may at its own cost and expense settle or compromise any such claims against it so long as such settlement or compromise is expressly without prejudice to the interest or position of such ProductsADA and without cost or expense to the ADA. LipoMatrix shall ADA's obligation under this Article does not be liable for any costs apply with respect to the Product or expenses incurred without its prior written authorization. Notwithstanding the provisions of the preceding paragraphs, LipoMatrix shall portions or components thereof (i) not be liable to Distributor supplied by Product or its customers for: suppliers, (aii) which are modified by any party other than Product after the date of delivery by Product, (iii) which are modified by Product in accordance with specifications provided by MCI (to the extent the alleged infringement of patent claims covering relates to such modification), (iv) combined with other products, processes or materials, to the usage of LipoMatrix Products in a manner not intended under this Agreement; (b) any trademark infringements involving any marking or branding applied by LipoMatrix or involving any marking or branding applied at extent the request of Distributor, except if alleged infringement relates to such marking or branding is owned by LipoMatrix; (c) the modification of Products, or any part thereof, unless such modification was made by LipoMatrix; or (d) the combination, operation or (v) where MCI continues the allegedly infringing activity after being notified thereof in writing by ADA, and (vi) where MCI's use of the Product is incident to an infringement not resulting primarily from the Product or is not strictly in accordance with other products not furnished by LipoMatrix to the extent such claim would not have arisen had such combination, operation or use not occurred. THE FOREGOING PROVISIONS OF THIS SECTION VII STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF LIPOMATRIX, AND THE EXCLUSIVE REMEDIES OF DISTRIBUTOR AND ITS CUSTOMERS WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADEMARKS, OR OTHER INTELLECTUAL PROPERTY RIGHTS, BY THE PRODUCTS OR ANY PART THEREOFlicense granted in this Agreement.

Patent Indemnity. LipoMatrix will A. Oki Data shall defend or settle any suit or proceeding brought against Distributor Customer to the extent that such suit or proceeding is based on a claim that the Product furnished under this Agreement infringes any patent or trademarkProducts manufactured to Oki Data's design and purchased hereunder constitute an infringement of an existing United States Patent, provided Oki Data is notified promptly in writing and given complete authority, information and assistance required for defense of same, and will Oki Data shall pay all damages and costs that a court awards against Distributor awarded as a result of such claim and thereof against Customer. Oki Data, however, shall not be responsible for any payments made in settlement of such claimcost, provided that Distributor gives LipoMatrix: (a) prompt written notice of such suit; (b) full control over the defense or settlement thereof; and (c) all reasonable information and assistance (at LipoMatrix's expense excluding time spent by employees or consultants of the Distributor) to handle the defense and settlement thereof. If the Productsexpense, or compromise incurred or made by Customer without Oki Data's prior written consent. B. In the event any part thereofProduct furnished hereunder is, arein Oki Data's opinion, likely to or in the opinion of LipoMatrix may become, does become the subject of any claim, suit or proceeding for a claim of infringement of any patent or trademarka patent, or in the event of any adjudication that the Products, or any part thereof, infringe any patent or trademark, or if the sale or use of Products, or any part thereof, is enjoined, LipoMatrix Oki Data may, at its option and expense: (a) , procure for Distributor and its customers Customer the right under such patent or trademark to use or sell as appropriate continue using the Products or such part thereof; or (b) Product, replace the Productssame with a non-infringing Product of similar capability, or part thereof, with other suitable Products or parts; or (c) suitably modify the Products or part thereofProduct so it becomes non-infringing. If, or (d) if in Oki Data's opinion, none of the foregoing are commercially practicablealternatives is reasonably available to Oki Data, Oki Data may terminate this Agreement forthwith by written notice to Customer and, upon return or disposal of the Product in accordance with the written instructions of Oki Data, refund the amounts price paid therefore by DistributorCustomer, and recover possession less straight line depreciation on the basis of such Products. LipoMatrix a Oki Data Americas, Inc. - OEM Sales Agreement five (5) year life of the Product. C. Oki Data shall not be liable have no responsibility or liability for any costs or expenses incurred without its prior written authorization. Notwithstanding the provisions claim of infringement (i) arising out of the preceding paragraphsuse of its Products in combination with non-Oki Data products, LipoMatrix shall not be liable or (ii) if such infringement arises out of Products manufactured to Distributor Customer's design, or its customers for: (aiii) if such infringement arises as a result of a customer modification to the Products. D. The foregoing states the entire liability of Oki Data with respect to infringement of any patent claims covering by the usage Products of LipoMatrix Products Oki Data or any parts thereof and, anything herein to the contrary notwithstanding, Oki Data's liability to Customer hereunder shall in a manner not intended under no event exceed the total price plus taxes and other associated charges paid to Oki Data by Customer for each infringing Product purchased pursuant to this Agreement; (b) any trademark infringements involving any marking or branding applied by LipoMatrix or involving any marking or branding applied at the request of Distributor, except if such marking or branding is owned by LipoMatrix; (c) the modification of Products, or any part thereof, unless such modification was made by LipoMatrix; or (d) the combination, operation or use of the Product with other products not furnished by LipoMatrix to the extent such claim would not have arisen had such combination, operation or use not occurred. THE FOREGOING PROVISIONS OF THIS SECTION VII STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF LIPOMATRIX, AND THE EXCLUSIVE REMEDIES OF DISTRIBUTOR AND ITS CUSTOMERS WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADEMARKS, OR OTHER INTELLECTUAL PROPERTY RIGHTS, BY THE PRODUCTS OR ANY PART THEREOF.

Patent Indemnity. LipoMatrix BATC will defend at its expense any suit legal proceeding brought against Distributor EarthWatch, to the extent that it is based on a claim that the Product furnished design or use of any Deliverables under this Agreement infringes any patent Contract is a direct infringement of a U.S. copyright, or trademarkof a U.S. patent, and will pay all damages and costs that awarded by a court awards against Distributor as a result of such claim and any payments made in settlement of final appeal attributable to such claim, provided that Distributor gives LipoMatrixEarthWatch: (ai) prompt written notice provides Notice of such suitthe claim promptly to BATC; (bii) full gives BATC sole control over the defense or settlement thereof; and (c) all reasonable information and assistance (at LipoMatrix's expense excluding time spent by employees or consultants of the Distributor) to handle the defense and settlement thereof. If the Productsof same; (iii) provides to BATC all available information, assistance and authority to defend; and (iv) has not compromised or settled such proceeding without BATC's prior written consent. 15.1 Should any Deliverables or any part thereof, areportion thereof become, or in the BATC's opinion of LipoMatrix may become, be likely to become the subject of any claima claim of infringement, suit BATC shall, at its own expense and as EarthWatch's sole and exclusive remedy, elect to: (i) obtain for EarthWatch the right to use such Deliverables; (ii) replace or proceeding for infringement modify the Deliverables so that they become non-infringing and still satisfy all other requirements of any patent or trademarkthis Contract. 15.2 BATC's liability under this clause, or in subject to Section 10, shall be limited to the value of the contract. In the event of termination, BATC's liability under this clause shall be limited proportionately to the amount paid to BATC by EarthWatch under this contract. 15.3 BATC shall have no liability for any adjudication that infringement or claim which results from (i) use of the ProductsDeliverables in combination with any non- BATC provided equipment, software or data, if such infringement would have been avoided by use of the Deliverables without such equipment, software, or any part thereof, infringe any patent or trademark, or if the sale or use of Products, or any part thereof, is enjoined, LipoMatrix may, at its option and expense: (a) procure for Distributor and its customers the right under such patent or trademark to use or sell as appropriate the Products or such part thereofdata; or (bii) replace the Products, or part thereof, BATC compliance with other suitable Products or parts; or (c) suitably modify the Products or part thereof, or (d) if none designs of the foregoing are commercially practicable, refund the amounts paid therefore by Distributor, and recover possession of EarthWatch that when implemented results in such Products. LipoMatrix shall not be liable for any costs or expenses incurred without its prior written authorization. Notwithstanding the provisions of the preceding paragraphs, LipoMatrix shall not be liable to Distributor or its customers for: (a) infringement of patent claims covering the usage of LipoMatrix Products in a manner not intended under this Agreement; (b) any trademark infringements involving any marking or branding applied by LipoMatrix or involving any marking or branding applied at the request of Distributor, except if such marking or branding is owned by LipoMatrix; (c) the modification of Products, or any part thereof, unless such modification was made by LipoMatrix; or (d) the combination, operation or use of the Product with other products not furnished by LipoMatrix to the extent such claim would not have arisen had such combination, operation or use not occurred. THE FOREGOING PROVISIONS OF infringement. 15.4 THIS SECTION VII STATE ARTICLE STATES THE ENTIRE LIABILITY OF BATC WITH RESPECT TO INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS BY THE DELIVERABLES AND OBLIGATIONS OF LIPOMATRIX, AND THE EXCLUSIVE REMEDIES OF DISTRIBUTOR AND ITS CUSTOMERS BATC SHALL HAVE NO ADDITIONAL LIABILITY WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADEMARKS, OR OTHER INTELLECTUAL PROPERTY RIGHTS, BY THE PRODUCTS OR ANY PART THEREOFPROVEN INFRINGEMENT.

Patent Indemnity. LipoMatrix will (a) Seller hereby agrees to defend any claim or suit and to indemnify and save Buyer harmless from and against any damages (including the costs of the suit and reasonable attorney's fees) awarded against Buyer in a suit arising out of any infringement of any U.S. patent by reason of the incorporation into the Platform in accordance with the Package of any Equipment components manufactured by LeTourxxxx; xxxxided, however, that (i) the indemnity contained in this Section 13 shall not apply to any claim or suit arising out of the construction or use of (1 ) processes, devices, apparatus, or equipment specified or furnished by Buyer or anyone else other than Seller, for which Buyer shall indemnify and defend Seller, and mounted upon or used in connection with the Platform; and (2) any combination of and falling within subparagraph (i)(1) herewith of the Equipment or the Platform; and (ii) Buyer shall give Seller prompt written notice of any such claim or suit and shall permit Seller to control settlement negotiations and any litigation in connection therewith; provided, however, no settlement which purports to acknowledge, on Buyer's behalf the validity of the patent involved shall be entered into by Seller without Buyer's consent. As to any Equipment components purchased by Seller, Seller shall assign (to the extent same is assignable) to Buyer, without recourse, any patent indemnity coverage granted to Seller by any vendor thereof Buyer shall seek performance of damages under such warranties and Patent indemnities only from such parties and not from Seller. (b) Seller makes no representations and extends no warranties that the manufacture, construction, or commercialization of the Platform will not infringe the claims of any United States or foreign Letters Patent that are not included in Article II of the License Agreement, and Seller specifically excludes any responsibility, liability, or obligation to defend Buyer or to hold harmless and indemnify Buyer against charges, claims, or suits brought against Distributor based on a claim Buyer, its affiliates (an "affiliate" of Buyer being an entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Buyer), assigns, successors, agents, employees, representatives, subcontractors, or independent contractors for infringement of any United States or foreign Letters Patent not included in Article II of the License Agreement. Buyer further agrees that in no event shall Seller's liability to indemnify and hold harmless Buyer as provided herein exceed such amount as Seller may actually recover from LeTourxxxx xxx xhe same obligation to indemnify and hold harmless under the License Agreement. (c) Buyer agrees to defend any claim, suit, or proceeding brought against Seller alleging that the Product construction or use by Seller, pursuant to this Agreement, of any process, method of construction, construction equipment, device, or apparatus (including, without limitation; Buyer Furnished Equipment) specified or furnished under this Agreement infringes by Buyer or mounted upon or used in connection with the Platform constitutes infringement of any patent or trademarkletters patent, and will pay all damages Buyer agrees to indemnify and costs that a court awards save Seller harmless from and against Distributor any judgment rendered against Seller as a result of such claim claim, suit, or proceeding. Seller shall promptly notify Buyer in writing of any such claim, suit, or proceeding and any payments made in shall permit Buyer to control the conduct and settlement of such claim, provided that Distributor gives LipoMatrix: (a) prompt written notice suit, or proceeding, provided, however, no settlement shall be entered into without Seller's consent which purports to acknowledge on Seller's behalf the validity of such suit; (b) full control over the defense or settlement thereof; and (c) all reasonable any patent. Seller shall provide information and assistance (to Buyer, at LipoMatrixSeller's expense excluding time spent by employees or consultants expense, as may be reasonably necessary to aid in the conduct and settlement of the Distributor) to handle the defense and settlement thereof. If the Productsclaim, suit, or any part thereof, are, or in the opinion of LipoMatrix may become, the subject of any claim, suit or proceeding for infringement of any patent or trademark, or in the event of any adjudication that the Products, or any part thereof, infringe any patent or trademark, or if the sale or use of Products, or any part thereof, is enjoined, LipoMatrix mayproceeding. Seller shall be entitled to participate, at its option own expense, in the conduct and expense: (a) procure for Distributor and its customers the right under settlement of such patent or trademark to use or sell as appropriate the Products or such part thereof; or (b) replace the Productsclaim, suit, or part thereof, with other suitable Products or parts; or (c) suitably modify the Products or part thereof, or (d) if none of the foregoing are commercially practicable, refund the amounts paid therefore by Distributor, proceeding through its selected representatives and recover possession of such Products. LipoMatrix shall not be liable for any costs or expenses incurred without its prior written authorization. Notwithstanding the provisions of the preceding paragraphs, LipoMatrix shall not be liable to Distributor or its customers for: (a) infringement of patent claims covering the usage of LipoMatrix Products in a manner not intended under this Agreement; (b) any trademark infringements involving any marking or branding applied by LipoMatrix or involving any marking or branding applied at the request of Distributor, except if such marking or branding is owned by LipoMatrix; (c) the modification of Products, or any part thereof, unless such modification was made by LipoMatrix; or (d) the combination, operation or use of the Product with other products not furnished by LipoMatrix to the extent such claim would not have arisen had such combination, operation or use not occurred. THE FOREGOING PROVISIONS OF THIS SECTION VII STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF LIPOMATRIX, AND THE EXCLUSIVE REMEDIES OF DISTRIBUTOR AND ITS CUSTOMERS WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADEMARKS, OR OTHER INTELLECTUAL PROPERTY RIGHTS, BY THE PRODUCTS OR ANY PART THEREOFattorneys.

Patent Indemnity. LipoMatrix will (a) ABB shall defend at its own expense any suit action brought against Distributor based on a claim Purchaser alleging that the Product furnished under this Agreement Equipment or the use of the Equipment to practice any process for which such Equipment is specified by ABB (a “Process”) directly infringes any claim of a patent or trademark, of the United States of America and will shall pay all damages and costs that a court awards against Distributor as a result of finally awarded in any such claim and any payments made in settlement of such claimaction, provided that Distributor gives LipoMatrix: (a) Purchaser has given ABB prompt written notice of such suit; action, all necessary assistance in the defense thereof and the right to control all aspects of the defense thereof including the right to settle or otherwise terminate such action in behalf of Purchaser. (b) full control over ABB shall have no obligation hereunder and this provision shall not apply to: (i) any other equipment or processes, including Equipment or Processes which have been modified or combined with other equipment or process not supplied by ABB; (ii) any Equipment or Process supplied according to a design, other than an ABB design, required by Purchaser; (iii) any products manufactured by the defense Equipment or settlement thereofProcess; and (iv) any patent issued after the date hereof; or (v) any action settled or otherwise terminated without the prior written consent of ABB. (c) all reasonable information and assistance (at LipoMatrix's expense excluding time spent by employees or consultants of If, in any such action, the Distributor) Equipment is held to handle the defense and settlement thereof. If the Productsconstitute an infringement, or any part thereof, are, or in the opinion of LipoMatrix may become, the subject practice of any claim, suit or proceeding for infringement of any patent or trademark, or in Process using the event of any adjudication that the Products, or any part thereof, infringe any patent or trademark, or if the sale or use of Products, or any part thereof, Equipment is finally enjoined, LipoMatrix mayABB shall, at its option and its own expense: (a) , procure for Distributor and its customers Purchaser the right under such patent or trademark to use or sell as appropriate the Products or such part thereofcontinue using said Equipment; or (b) modify or replace the Products, or part thereofit with non-infringing equipment or, with other suitable Products or partsPurchaser's assistance, modify the Process so that it becomes non-infringing; or (c) suitably modify remove it and refund the Products or part thereof, or (d) if none portion of the foregoing are commercially practicable, refund the amounts paid therefore by Distributor, and recover possession of such Products. LipoMatrix shall not be liable for any costs or expenses incurred without its prior written authorization. Notwithstanding the provisions of the preceding paragraphs, LipoMatrix shall not be liable to Distributor or its customers for: (a) infringement of patent claims covering the usage of LipoMatrix Products in a manner not intended under this Agreement; (b) any trademark infringements involving any marking or branding applied by LipoMatrix or involving any marking or branding applied at the request of Distributor, except if such marking or branding is owned by LipoMatrix; (c) the modification of Products, or any part thereof, unless such modification was made by LipoMatrix; or (d) the combination, operation or use of the Product with other products not furnished by LipoMatrix price allocable to the extent such claim would not have arisen had such combination, operation or use not occurredinfringing Equipment. THE FOREGOING PROVISIONS OF THIS SECTION VII PARAGRAPHS STATE THE ENTIRE LIABILITY OF ABB AND OBLIGATIONS OF LIPOMATRIXEQUIPMENT MANUFACTURER FOR ANY PATENT INFRINGEMENT. (d) To the extent that said Equipment or any part thereof is modified by Purchaser, AND THE EXCLUSIVE REMEDIES OF DISTRIBUTOR AND ITS CUSTOMERS WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF PATENTSor combined by Purchaser with equipment or processes not furnished hereunder (except to the extent that ABB is a contributory infringer) or said Equipment or any part thereof is used by Purchaser to perform a process not furnished hereunder by ABB or to produce an article, COPYRIGHTSand by reason of said modification, TRADEMARKScombination, OR OTHER INTELLECTUAL PROPERTY RIGHTSperformance or production, BY THE PRODUCTS OR ANY PART THEREOFan action is brought against ABB, Purchaser shall defend and indemnify ABB in the same manner and to the same extent that ABB would be obligated to indemnify Purchaser under this "Patent Indemnity" provision.

Patent Indemnity. LipoMatrix 8.1. Seller will defend any suit brought against Distributor based on a claim that the Product furnished under this Agreement infringes any patent or trademark, and will but not pay all damages and costs that a court awards against Distributor as a result of such claim and any damage awards/settlement payments made in settlement of such claim, provided that Distributor gives LipoMatrix: (a) prompt written notice of such suit; (b) full control over the defense or settlement thereof; and (c) all reasonable information and assistance (at LipoMatrix's expense excluding time spent by employees or consultants of the Distributor) to handle the defense and settlement thereof. If the Products, or any part thereof, are, or in the opinion of LipoMatrix may become, the subject of for any claim, suit or proceeding brought against Buyer so far as it is based on a claim that any Product supplied hereunder infringes an existing patent (as of the effective date of this Agreement) within the United States, if notified promptly in writing of the claim and given full authority, information, and assistance for the defense. If such claim has occurred, or in Seller’s opinion is likely to occur, Xxxxx agrees to permit Seller, At Seller’s option and expense, either to procure for Buyer the right to continue using the Product or to replace or modify the same so that it becomes non‐infringing, or, if neither of the foregoing alternatives is reasonably available, remove the Product and return Buyer the price thereof as depreciated or amortized by an equal annual amount over the lifetime of the Product as established by Seller. 8.2. Notwithstanding anything to the contrary contained herein, Seller shall not have any liability to Buyer to the extent that any infringement or claim thereof is based upon (i) use of a Product in combination with equipment or software not supplied by Seller where the Product would not itself be infringing, (ii) compliance with Buyer’s designs, specifications or instructions, (iii) use of the Product in an application or environment for which it was not designed or (iv) modifications of the Product by anyone other than Seller without Seller’s prior written approval. 8.3. Buyer shall defend and hold Seller harmless against any and all costs, expenses, judgments, liabilities and losses for alleged infringement of any patent patents or trademarkother proprietary rights which result from Seller’s compliance with Buyer’s designs, specifications or in the event of instructions. 8.4. Notwithstanding any adjudication that the Productsother provisions hereof, or any part thereof, infringe any patent or trademark, or if the sale or use of Products, or any part thereof, is enjoined, LipoMatrix may, at its option and expense: (a) procure for Distributor and its customers the right under such patent or trademark to use or sell as appropriate the Products or such part thereof; or (b) replace the Products, or part thereof, with other suitable Products or parts; or (c) suitably modify the Products or part thereof, or (d) if none of the foregoing are commercially practicable, refund the amounts paid therefore by Distributor, and recover possession of such Products. LipoMatrix Seller shall not be liable for any costs or expenses incurred without its prior written authorization. Notwithstanding the provisions of the preceding paragraphs, LipoMatrix shall not be liable to Distributor or its customers for: (a) infringement of patent claims covering the usage of LipoMatrix Products in a manner not intended under this Agreement; (b) any trademark infringements involving any marking or branding applied by LipoMatrix or involving any marking or branding applied at the request of Distributor, except if such marking or branding is owned by LipoMatrix; (c) the modification of Products, or any part thereof, unless such modification was made by LipoMatrix; or (d) the combination, operation or claim based on Buyer’s use of the Product with other products not furnished by LipoMatrix Products as shipped after Seller has informed Buyer of modifications or changes in the Products required to the extent avoid such claims and offered to implement those modifications or changes, if such claim would not have arisen had such combination, operation or use not occurredbeen avoided by implementation of Seller’s suggestions. 8.5. THE FOREGOING PROVISIONS OF THIS SECTION VII STATE THE INDEMNIFICATION PROVISION STATES SELLER’S ENTIRE LIABILITY AND OBLIGATIONS OF LIPOMATRIX, AND THE EXCLUSIVE REMEDIES OF DISTRIBUTOR AND ITS CUSTOMERS WITH RESPECT TO ANY INFRINGEMENT OR ALLEGED INFRINGEMENT BY THE PRODUCTS OF PATENTS, COPYRIGHTS, TRADEMARKS, TRADE SECRETS OR OTHER INTELLECTUAL PROPERTY RIGHTSOR PROPRIETARY RIGHTS OF THIRD PARTIES AND SELLER DISCLAIMS, BY ALL WARRANTIES, CONDITIONS OR OTHER TERMS CONCERNING NON‐INFRINGEMENT WITH RESPECT TO THE PRODUCTS OR ANY PART THEREOFPRODUCTS.