Common use of Patent Indemnity Clause in Contracts

Patent Indemnity. (a) PPI shall defend at its own expense any action brought against Purchaser alleging that the 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 of the United States of America and to pay all damages and costs finally awarded in any such action, provided that Purchaser has given PPI prompt written notice of such 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) 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 Equipment or Process; (iv) any patent issued after the date hereof; or (v) any action settled or otherwise terminated without the prior written consent of PPI. (c) If, in any such action, the Equipment is held to constitute an infringement, or the practice of any Process using the Equipment is finally enjoined, PPI shall, at its option and its own expense, procure for Purchaser the right to continue using said Equipment; or modify or replace it with non-infringing equipment or, with Purchaser's assistance, modify the Process so that it becomes non-infringing; or remove it and refund the portion of the price allocable to the infringing Equipment. THE FOREGOING PARAGRAPHS STATE THE ENTIRE LIABILITY OF PPI AND EQUIPMENT MANUFACTURER FOR ANY PATENT INFRINGEMENT. (d) To the extent that said Equipment or any part thereof is modified by Purchaser, or 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, and by reason of said modification, combination, performance or production, an 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. 10.1 In the event any 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 (aincluding attorney’s fees) PPI shall defend 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 letters patent, foreign or domestic, and Xxxxx agrees at its own expense to undertake the defense of any action 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 Purchaser alleging that any damage awarded by a court of final jurisdiction in any suit or suits for the Equipment infringement of any United States letters patent by reason of the sale or the use of the Equipment to practice any process for which such Equipment product furnished by Company under this Agreement provided that Company is specified by PPI (a “Process”) directly infringes notified promptly in writing of any claim of a patent or suit and is permitted to assume the full direction and control of the United States defense against such a claim and of America 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 finally cost thereby awarded in any such action, provided that Purchaser has given PPI prompt written notice of such 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) 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 Equipment or Process; (iv) any patent issued after the date hereof; or (v) any action settled or otherwise terminated without the prior written consent of PPI. (c) against Xxxxx. If, subject to the above limitations, said Products, or any part thereof, should be finally held in any such action, the Equipment is held suit to constitute an infringement, or Company shall have the practice of any Process using the Equipment is finally enjoined, PPI shall, right at its option own expense either (a) to procure for the Buyer the right to patent, or (b) modify or replace said product with a non-infringing Product accomplishing the same purposes as the replaced Product, or (c) to withdraw such Product and refund to the Buyer the purchase price thereof. Company shall have the right to settle any claim at its own expense, procure expense (a) by procuring for Purchaser Buyer the right to continue using said Equipment; Product without liability for infringement of such patent, or modify (b) by modifying or replace it replacing said Product with non-infringing equipment orProduct accomplishing the same purposes as the replaced Product, with Purchaser's assistance, modify or (c) by removing said and refunding to Buyer the Process so that it becomes non-infringing; purchase price thereof. Xxxxx’s remedies for damages resulting from the infringement or remove it and refund claimed infringement or any patent by the portion of the price allocable Product are exclusively limited to the infringing Equipment. THE FOREGOING PARAGRAPHS STATE THE ENTIRE LIABILITY OF PPI AND EQUIPMENT MANUFACTURER FOR ANY PATENT INFRINGEMENTprovisions of this paragraph. (d) To the extent that said Equipment or any part thereof is modified by Purchaser, or 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, and by reason of said modification, combination, performance or production, an 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. (a) PPI shall LipoMatrix will defend at its own expense any action suit brought against Purchaser alleging Distributor based on a claim that the Equipment or the use of the Equipment to practice any process for which such Equipment is specified by PPI (a “Process”) directly Product furnished under this Agreement infringes any claim of a patent of the United States of America or trademark, and to will pay all damages and costs finally awarded that a court awards against Distributor as a result of such claim and any payments made in any settlement of such actionclaim, provided that Purchaser has given PPI Distributor gives LipoMatrix: (a) prompt written notice of such 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. suit; (b) PPI shall have no obligation hereunder full control over the defense or settlement thereof; 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 Equipment or Process; (iv) any patent issued after the date hereof; or (v) any action settled or otherwise terminated without the prior written consent of PPI. (c) Ifall 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 any such actionthe opinion of LipoMatrix may become, the Equipment is held to constitute an infringementsubject of any claim, suit or proceeding for infringement of any patent or trademark, or in the practice event of any Process using adjudication that the Equipment Products, or any part thereof, infringe any patent or trademark, or if the sale or use of Products, or any part thereof, is finally enjoined, PPI shallLipoMatrix may, at its option and its own expense, : (a) procure for Purchaser Distributor and its customers the right under such patent or trademark to continue using said Equipmentuse or sell as appropriate the Products or such part thereof; or modify (b) replace the Products, or replace it with non-infringing equipment orpart thereof, with Purchaser's assistance, other suitable Products or parts; or (c) suitably modify the Process so that it becomes non-infringingProducts 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 remove it and refund (d) the portion combination, operation or use of the price allocable Product with other products not furnished by LipoMatrix to the infringing Equipmentextent such claim would not have arisen had such combination, operation or use not occurred. THE FOREGOING PARAGRAPHS PROVISIONS OF THIS SECTION VII STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF PPI LIPOMATRIX, AND EQUIPMENT MANUFACTURER FOR THE EXCLUSIVE REMEDIES OF DISTRIBUTOR AND ITS CUSTOMERS WITH RESPECT TO ANY PATENT INFRINGEMENTALLEGED INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADEMARKS, OR OTHER INTELLECTUAL PROPERTY RIGHTS, BY THE PRODUCTS OR ANY PART THEREOF. (d) To the extent that said Equipment or any part thereof is modified by Purchaser, or 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, and by reason of said modification, combination, performance or production, an 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. (a) PPI shall defend Lessor will defend, at its own expense expense, any action brought against Purchaser alleging Lessee to the extent that it is based upon a claim that Lessor provided Equipment or Software infringes any patent, trade secret or copyright and Lessor will pay costs and monetary damages finally awarded against Lessee in any such actions which are attributable to such claim. Such defense and liability is conditioned on and limited by: (a) Lessor being notified promptly in writing by Lessee of any such action; (b) Lessor having sole control 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 Software; and (d) Lessee providing all available information, assistance and authority to enable Lessor to defend, negotiate and settle such action. Should such Equipment or Software become, or in Lessor's opinion be likely to become, the subject to a claim of infringement or the use of the Equipment to practice any process for which such Equipment is specified thereof become restricted by PPI (a “Process”) directly infringes any claim of a patent of the United States of America final non-appealable Court awarded injunction, Lessee shall permit Lessor, at Lessor's option and to pay all damages and costs finally awarded in any such actionexpense, provided that Purchaser has given PPI prompt written notice of such 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) PPI shall have no obligation hereunder and this provision shall not apply toeither: (ia) 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 Equipment or Process; (iv) any patent issued after the date hereof; or (v) any action settled or otherwise terminated without the prior written consent of PPI. (c) If, in any such action, the Equipment is held to constitute an infringement, or the practice of any Process using the Equipment is finally enjoined, PPI shall, at its option and its own expense, procure for Purchaser Lessee the right to continue using said Equipmentsuch Equipment or Software; (b) replace or modify such Equipment or Software so it is free from infringement or injunction provided that the same function is performed by the replacement or modified Equipment or Software; or modify (c) recover such Equipment or replace it with non-infringing equipment orSoftware from Lessee, with Purchaser's assistancein which latter case, modify the Process so that it becomes non-infringing; or remove it only rights and refund liabilities between Lessor and Lessee are that: (i) the portion of the price allocable lease shall be void as to the infringing EquipmentEquipment or Software on the date of recovery; and (ii) Lessor has the right to collect lease payments, if any, due from Lessee for Lessee's possession of such Equipment or Software up through the date of Lessor's recovery thereof. THE FOREGOING PARAGRAPHS STATE THE ENTIRE LIABILITY OF PPI AND EQUIPMENT MANUFACTURER FOR ANY PATENT INFRINGEMENT.Lessor shall have no liability to Lessee under any provision of this clause with respect to any claim of infringement which is based upon the: (d1) To the extent that said Equipment or any part thereof is modified Software based on specifications furnished by Purchaser, Lessee; or (2) combination or combined by Purchaser utilization of Equipment or Software furnished hereunder with equipment or processes software not furnished hereunder provided by Lessor; or (except to the extent that PPI is a contributory infringer3) or said modification by Lessee of Equipment or any part thereof is used Software furnished hereunder. The foregoing expresses the entire liability of Lessor for patent, trade secret or copyright infringement by Purchaser Lessor Equipment or Software delivered to perform a process not furnished hereunder by PPI or to produce an article, and by reason of said modification, combination, performance or production, an 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" provisionLessee.

Patent Indemnity. (a) PPI shall defend RAMTRON shall, at its own expense expense, defend any action brought suit that may be instituted against Purchaser alleging that the Equipment AMPY Buyers for any alleged infringement of any valid patent, trademark, mask work or copyright related to 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 of the United States of America and to pay all damages and costs finally awarded in any such action, Products provided that Purchaser has given PPI prompt written notice of such 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) PPI shall have no obligation hereunder and this provision shall not apply tothat: (i) such alleged infringement does not arise from the use of such Products as a part of or in combination with any other equipment devices or processes, including Equipment or Processes which have been modified or combined with other equipment or process not supplied by PPIparts; (ii) the AMPY Buyers give RAMTRON notice in writing as soon as reasonably practical of any Equipment or Process supplied according such suit and permits RAMTRON, through counsel of its choice, to a design, other than an PPI design, required by Purchaseranswer the charge of infringement and defend such suit; (iii) the AMPY Buyers give RAMTRON all the needed information, assistance and authority, at RAMTRON's expense, to enable RAMTRON to defend such suit. In the case of a final award of damages in any products manufactured by the Equipment or Process; (iv) suit, RAMTRON shall pay such award but shall not be responsible for any patent issued after the date hereof; or (v) any action settled or otherwise terminated settlement made without the its prior written consent of PPI. (c) Ifconsent. THIS SECTION 8 STATES RAMTRON'S TOTAL RESPONSIBILITY AND LIABILITY, in any such actionAND THE AMPY BUYER'S SOLE REMEDY, the Equipment is held to constitute an infringement, or the practice of any Process using the Equipment is finally enjoined, PPI shall, at its option and its own expense, procure for Purchaser the right to continue using said Equipment; or modify or replace it with non-infringing equipment or, with Purchaser's assistance, modify the Process so that it becomes non-infringing; or remove it and refund the portion of the price allocable to the infringing Equipment. THE FOREGOING PARAGRAPHS STATE THE ENTIRE LIABILITY OF PPI AND EQUIPMENT MANUFACTURER FOR ANY PATENT ACTUAL OR ALLEGED INFRINGEMENT OF ANY PATENT, TRADEMARK OR COPYRIGHT BY ANY PRODUCTS DELIVERED HEREUNDER OR ANY PART THEREOF. THIS SECTION 8 IS IN LIEU OF AND REPLACES ANY OTHER EXPRESS, IMPLIED OR STATUTORY WARRANTY AGAINST INFRINGEMENT. IN NO EVENT SHALL RAMTRON BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM ANY SUCH INFRINGEMENT. (d) To the extent that said Equipment or any part thereof is modified by Purchaser, or 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, and by reason of said modification, combination, performance or production, an 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. (a) PPI shall A. Subject to the limitations contained or referred to herein, Seller will defend at its own expense expense, any action claim, suit or proceeding brought against Purchaser alleging that the Equipment or the use Buyer on account of the Equipment to practice any process for which such Equipment is specified by PPI (a “Process”) directly infringes any claim of a patent of the United States of America and to pay all damages and costs finally awarded in any such action, provided that Purchaser has given PPI prompt written notice of such 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) 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 Equipment or Process; (iv) any patent issued after the date hereof; or (v) any action settled or otherwise terminated without the prior written consent of PPI. (c) If, in any such action, the Equipment is held to constitute an infringement, or the practice of any Process using the Equipment is finally enjoined, PPI shall, at its option and its own expense, procure for Purchaser the right to continue using said Equipment; or modify or replace it with non-infringing equipment or, with Purchaser's assistance, modify the Process so that it becomes non-infringing; or remove it and refund the portion of the price allocable to the infringing Equipment. THE FOREGOING PARAGRAPHS STATE THE ENTIRE LIABILITY OF PPI AND EQUIPMENT MANUFACTURER FOR ANY PATENT INFRINGEMENT. (d) To the extent that said Equipment Space System or any part thereof is modified supplied by PurchaserSeller to Buyer under this Contract, or combined 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 Purchaser with equipment or processes not furnished hereunder (except 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 proceeding Seller shall have the option of settling or resolving such claim, suit, or proceeding by any one or more of the following: 1. procuring for Buyer the right under such patent to use, lease, or sell, as appropriate, the Space System or infringing part thereof; or, 2. replacing the Space System or infringing part thereof; or, 3. modifying the Space System or part thereof so as not to infringe; or, 4. paying any settlement or any final judgment entered by a court of competent jurisdiction against Buyer on such infringement defended by Seller. B. Buyer agrees that PPI is Seller shall be relieved of the foregoing obligations unless Buyer notifies Seller promptly in writing of any such claim, suit or proceeding, and 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 contributory infringerconsequence 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 country, then Buyer shall cooperate with Seller to mitigate Seller's liability, including either terminating service in such country or said Equipment 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 infringement arising from: 1. the combination of the Space System or any part thereof is used by Purchaser to perform a process with any other product or service not furnished hereunder by PPI Seller; or 2. the modification of the Space System or any part thereof unless such modification was made by Seller; or 3. a patent of a country not included in Section A of this Article 15. D. Subject to produce an articleall the provisions of this Article 15, PATENT INDEMNITY, Seller's entire liability hereunder, including liability for attorney's fees, costs, adverse judgements and by reason of said modificationother compliance with the provisions hereof, combination, performance or production, an action is brought against PPI, Purchaser shall defend and indemnify PPI in the same manner and be limited to the same extent that PPI would be obligated amount Buyer paid Seller for the particular items found to indemnify Purchaser infringe. Furthermore, Seller's entire liability under this "Patent Indemnity" provision.Article 15 shall be subject to the overall limitation of liability under Article 26,

Patent Indemnity. Seller warrants it has the right to sell and provide the goods or services ordered hereunder. Seller shall indemnify and hold the Indemnitee harmless from and against any fine, penalty, loss, injury, claim, cost, expense or liability (aindividually and collectively "liabilities") PPI shall defend relating to the sale or use by the Indemnitee and or its customers of products or services provided by the Seller that lead to allegations of (i) infringement of a patent, copyright, trademark, service mark, trade secret, or other legally protected proprietary right, and/or (ii) contamination or any adverse impact on the environment solely due to the use of such products in Buyer's products. With respect to any claim of infringement, if any Indemnitee's use of products or services provided by Seller is enjoined, Seller shall, at its own expense any action brought against Purchaser alleging that the 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 of the United States of America and to pay all damages and costs finally awarded in any such action, provided that Purchaser has given PPI prompt written notice of such 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) PPI shall have no obligation hereunder and this provision shall not apply to: either (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 Equipment or Process; (iv) any patent issued after the date hereof; or (v) any action settled or otherwise terminated without the prior written consent of PPI. (c) If, in any such action, the Equipment is held to constitute an infringement, or the practice of any Process using the Equipment is finally enjoined, PPI shall, at its option and its own expense, procure for Purchaser such Indemnitee the right to continue using said Equipment; the products or services, or (ii) after consultation with such Indemnitee replace or modify the product or replace it services with substantially similar, functionally equivalent, non-infringing equipment orproducts or services. Should any claim, with Purchaser's assistancesuit demand or proceeding be threatened or filed against any Indemnitee alleging (i) infringement of a patent, modify the Process so that it becomes non-infringing; copyright, trademark, service mark, trade secret, or remove it and refund the portion of the price allocable other legally protected proprietary right relating to the infringing Equipment. THE FOREGOING PARAGRAPHS STATE THE ENTIRE LIABILITY OF PPI AND EQUIPMENT MANUFACTURER FOR ANY PATENT INFRINGEMENT. sale or use by Indemnitee and/or its customer of products and services provided by the Seller and/or (dii) To the extent that said Equipment contamination of or any part thereof is modified by Purchaseradverse impact on the environment arising from Indemnitee’s use of Seller’s products, Indemnities will provide notice to Seller of such claims and Seller shall, at no cost or combined by Purchaser with equipment or processes not furnished hereunder (except expense 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 articleIndemnitees, indemnify Indemnitees against such claims and defend any such claim and pay any costs, attorney fees, and any judgment and/or settlement that may be incurred by reason an indemnitee. Seller shall keep Indemnitee updated on the status of said modificationany such defense. In the event Seller does not promptly assume the defense of such claims, combination, performance or production, an 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" provisionIndemnitees may do so at Seller's cost.

Patent Indemnity. (a) PPI 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 at its own expense Seller, and mounted upon or used in connection with the Platform; and (2) any action brought against Purchaser alleging that combination of and falling within subparagraph (i)(1) herewith of the Equipment or the use of the Equipment to practice any process for which such Equipment is specified by PPI Platform; and (a “Process”ii) directly infringes any claim of a patent of the United States of America and to pay all damages and costs finally awarded in any such action, provided that Purchaser has given PPI Buyer shall give Seller prompt written notice of any such action, all necessary assistance in the defense thereof claim or suit and the right shall permit Seller to control all aspects settlement negotiations and any litigation in connection therewith; provided, however, no settlement which purports to acknowledge, on Buyer's behalf the validity of the defense 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 including the right to settle or otherwise terminate Buyer shall seek performance of damages under such action in behalf of Purchaserwarranties and Patent indemnities only from such parties and not from Seller. (b) PPI 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 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 have no 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 hereunder to indemnify 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 hold harmless under the Equipment or Process; (iv) any patent issued after the date hereof; or (v) any action settled or otherwise terminated without the prior written consent of PPILicense Agreement. (c) IfBuyer agrees to defend any claim, suit, or proceeding brought against Seller alleging that the 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 by Buyer or mounted upon or used in connection with the Platform constitutes infringement of any letters patent, and Buyer agrees to indemnify and save Seller harmless from and against any judgment rendered against Seller as a result of such claim, suit, or proceeding. Seller shall promptly notify Buyer in writing of any such actionclaim, the Equipment is held to constitute an infringementsuit, or proceeding and shall permit Buyer to control the practice conduct and settlement of such claim, 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 any Process using the Equipment is finally enjoined, PPI shallpatent. Seller shall provide information and assistance to Buyer, at its option Seller's expense, as may be reasonably necessary to aid in the conduct and settlement of the claim, suit, or proceeding. Seller shall be entitled to participate, at its own expense, procure for Purchaser in the right to continue using said Equipment; or modify or replace it with non-infringing equipment orconduct and settlement of such claim, with Purchaser's assistance, modify the Process so that it becomes non-infringing; or remove it and refund the portion of the price allocable to the infringing Equipment. THE FOREGOING PARAGRAPHS STATE THE ENTIRE LIABILITY OF PPI AND EQUIPMENT MANUFACTURER FOR ANY PATENT INFRINGEMENT. (d) To the extent that said Equipment or any part thereof is modified by Purchasersuit, or 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, proceeding through its selected representatives and by reason of said modification, combination, performance or production, an 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" provisionattorneys.

Patent Indemnity. (a) PPI A. Oki Data shall defend at its own expense or settle any action suit or proceeding brought against Purchaser alleging Customer to the extent that the Equipment such suit or the use proceeding is based on a claim that Products manufactured to Oki Data's design and purchased hereunder constitute an infringement of the Equipment to practice any process for which such Equipment is specified by PPI (a “Process”) directly infringes any claim of a patent of the an existing United States Patent, copyright, or other intellectual property right provided Oki Data is notified promptly in writing and given complete authority, information and assistance required for defense of America same, and to Oki Data shall pay all damages and costs finally awarded in as a result thereof against Customer. Oki Data, however, shall not be responsible for any such actioncost, provided that Purchaser has given PPI prompt expense, or compromise incurred or made by Customer without Oki Data's prior written notice of such 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 Purchaserconsent. (b) PPI shall have no obligation B. In the event any Product furnished 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 Equipment or Process; (iv) any patent issued after the date hereof; or (v) any action settled or otherwise terminated without the prior written consent of PPI. (c) Ifis, in any such actionOki Data's opinion, likely to or does become the Equipment is held to constitute an infringementsubject of a claim of infringement of a patent, or the practice of any Process using the Equipment is finally enjoined, PPI shallOki Data may, at its option and its own expense, procure for Purchaser Customer the right to continue using said Equipment; or modify or the Product, replace it same with a non-infringing equipment orProduct of similar capability, with Purchaser's assistance, or modify the Process Product so that it becomes non-infringing; . If, in Oki Data's opinion, none of the foregoing alternatives is reasonably available to Oki Data, Oki Data may terminate this Agreement forthwith by written notice to Customer and, upon return or remove it and disposal of the Product in accordance with the written instructions of Oki Data, refund the portion price paid by Customer, less straight line depreciation on the basis of a five (5) year life of the price allocable Product. C. Oki Data shall have no responsibility or liability for any claim of infringement (i) arising out of the use of its Products in combination with non-Oki Data products, or (ii) if such infringement arises out of Product manufactured to Customer's design, or (iii) if such infringement arises as a result of a customer modification to the infringing Equipment. THE FOREGOING PARAGRAPHS STATE THE ENTIRE LIABILITY OF PPI AND EQUIPMENT MANUFACTURER FOR ANY PATENT INFRINGEMENTProduct. (d) To D. The foregoing states the extent that said Equipment entire liability of Oki Data with respect to infringement of any patent by the Products of Oki Data or any part parts thereof is modified by Purchaserand, or combined by Purchaser with equipment or processes not furnished hereunder (except anything herein to the extent that PPI is a contributory infringer) or said Equipment or any part thereof is used contrary notwithstanding, Oki Data's liability to Customer hereunder shall in no event exceed the total price plus taxes and other associated charges paid to Oki Data by Purchaser Customer for each infringing Product purchased pursuant to perform a process not furnished hereunder by PPI or to produce an article, and by reason of said modification, combination, performance or production, an 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" provisionAgreement.

Patent Indemnity. (a) PPI shall defend at its own expense any action brought against Purchaser alleging that the 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 of the United States of America and to pay all damages and costs finally awarded in any such action, provided that Purchaser has given PPI prompt written notice of such 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) 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 Equipment or Process; (iv) any patent issued after the date hereof; or (v) any action settled or otherwise terminated without the prior written consent of PPI. (c) If, in any such action, the Equipment is held to constitute an infringement, or the practice of any Process using the Equipment is finally enjoined, PPI shallADA, at its option and its own expense, procure shall indemnify and hold MCI harmless from any loss, damage, liability or expense on account of any claim(s), and shall defend any suit based on an allegation that the Product, use, or license of any portion thereof infringes any United Stated patents, copyrights, trade secrets, trademarks, or other 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 give ADA authority and any assistance or information reasonably available to MCI for Purchaser 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(s) of infringement, ADA agrees to the following: a) 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 injunction; or b) At its own expense, replace or modify such Product suitably or substitute a suitable Product therefor (subject to the approval of MCI), which modified or substituted Product is not subject to such injunction, and to extend the provisions of this Article thereto, or c) In the event that none of the foregoing alternatives are suitably accomplished by ADA using commercially reasonable efforts, ADA shall accept return of the Product 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 using said Equipment; 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 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 modify compromise any such claims against it so long as such settlement or replace it with non-infringing equipment or, with Purchaser's assistance, modify the Process so that it becomes non-infringing; or remove it and refund the portion of the price allocable compromise is expressly without prejudice to the infringing Equipmentinterest or position of ADA and without cost or expense to the ADA. THE FOREGOING PARAGRAPHS STATE THE ENTIRE LIABILITY OF PPI AND EQUIPMENT MANUFACTURER FOR ANY PATENT INFRINGEMENT. ADA's obligation under this Article does not apply with respect to the Product or portions or components thereof (di) To the extent that said Equipment not supplied by Product or any part thereof is its suppliers, (ii) which are modified by Purchaserany party other than Product after the date of delivery by Product, or combined (iii) which are modified by Purchaser Product in accordance with equipment or processes not furnished hereunder specifications provided by MCI (except to the extent that PPI is a contributory infringerthe alleged infringement relates to such modification), (iv) combined with other products, processes or said Equipment or any part materials, to the extent the alleged infringement relates to such combination, (v) where MCI continues the allegedly infringing activity after being notified thereof is used in writing by Purchaser to perform a process not furnished hereunder by PPI or to produce an articleADA, and by reason (vi) where MCI's use of said modification, combination, performance the Product is incident to an infringement not resulting primarily from the Product or production, an action is brought against PPI, Purchaser shall defend and indemnify PPI not strictly in accordance with the same manner and to the same extent that PPI would be obligated to indemnify Purchaser under license granted in this "Patent Indemnity" provisionAgreement.

Patent Indemnity. Seller represents and warrants that (ai) PPI shall 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 disclose or use in its performance of this order; (ii) the products, and Buyer's use thereof, do not and will not infringe any patent, copyright, trade secret, mask Work right, or other proprietary right of others; and (iii) in connection with its performance under this order, Seller will not infringe any patent, copyright, trade secret, mask Work right, or any other proprietary right of any third party. Seller will indemnify, hold harmless, and at Buyer's request defend at its own Buyer from and against any loss, cost, liability or expense (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from any action brought against Purchaser alleging that the Equipment breach or the use claimed breach of the Equipment above representations and warranties. In the event of any such claim, Buyer agrees (i) to practice any process for which such Equipment is specified by PPI (a “Process”) directly infringes any claim of a patent notify Seller of the United States of America and claim, (ii) if Buyer has not requested that Seller defend the claim, to pay all damages and costs finally awarded in any such actionpermit Seller, provided that Purchaser has given PPI prompt written notice of such actionat Seller's expense, all necessary assistance to participate in the defense thereof with counsel of Seller's choosing, subject to Buyer's supervision 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) PPI shall have no obligation hereunder control, 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) if Buyer 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 of the products manufactured by purchased under this Agreement is enjoined, or 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 expense will procure from the Equipment person or Process; (iv) any patent issued after persons claiming or likely to claim infringement, a license for Buyer and its customers to continue to use such products, or modify the date hereof; allegedly infringing order to avoid the infringement, without materially impairing performance or (v) any action settled compliance with Buyer's specifications or otherwise terminated without this order. In the prior written consent of PPI. (c) Ifevent that the Seller performs its obligations under this agreement pursuant to the Buyer's specification, in any such actiondesigns, drawings, the Equipment Seller is held to constitute an infringement, or the practice of any Process using the Equipment is finally enjoined, PPI shall, at its option and its own expense, procure for Purchaser the right to continue using said Equipment; or modify or replace it with non-infringing equipment or, with Purchaser's assistance, modify the Process so that it becomes non-infringing; or remove it and refund the portion of the price allocable entitled to the infringing Equipment. THE FOREGOING PARAGRAPHS STATE THE ENTIRE LIABILITY OF PPI AND EQUIPMENT MANUFACTURER FOR ANY PATENT INFRINGEMENTabove protection stated in this article. (d) To the extent that said Equipment or any part thereof is modified by Purchaser, or 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, and by reason of said modification, combination, performance or production, an 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. (a) PPI 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 at its own expense Seller, and mounted upon or used in connection with the Platform; and (2) any action brought against Purchaser alleging that combination of and falling within subparagraph (i)(1) herewith of the Equipment or the use of the Equipment to practice any process for which such Equipment is specified by PPI Platform; and (a “Process”ii) directly infringes any claim of a patent of the United States of America and to pay all damages and costs finally awarded in any such action, provided that Purchaser has given PPI Buyer shall give Seller prompt written notice of any such action, all necessary assistance in the defense thereof claim or suit and the right shall permit Seller to control all aspects settlement negotiations and any litigation in connection therewith; provided, however, no settlement which purports to acknowledge, on Buyer's behalf the validity of the defense 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 including the right to settle or otherwise terminate Buyer shall seek performance of damages under such action in behalf of Purchaserwarranties and Patent indemnities only from such parties and not from Seller. (b) PPI 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 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 have no 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 hereunder to indemnify 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 hold harmless under the Equipment or Process; (iv) any patent issued after the date hereof; or (v) any action settled or otherwise terminated without the prior written consent of PPILicense Agreement. (c) IfBuyer agrees to defend any claim, suit, or proceeding brought against Seller alleging that the 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 by Buyer or mounted upon or used in connection with the Platform constitutes infringement of any letters patent, and Buyer agrees to indemnify and save Seller harmless from and against any judgment rendered against Seller as a result of such claim, suit, or proceeding. Seller shall promptly notify Buyer in writing of any such actionclaim, the Equipment is held to constitute an infringementsuit, or proceeding and shall permit Buyer to control the practice conduct and settlement of such claim, 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 any Process using the Equipment is finally enjoined, PPI shallpatent. Seller shall provide information and assistance to Buyer, at its option Seller's expense, as may be reasonably necessary to aid in the conduct and settlement of the claim, suit, or proceeding. Seller shall be entitled to participate, at its own expense, procure for Purchaser in the right to continue using said Equipment; or modify or replace it with non-infringing equipment orconduct and settlement of such claim, with Purchaser's assistance, modify the Process so that it becomes non-infringing; or remove it and refund the portion of the price allocable to the infringing Equipment. THE FOREGOING PARAGRAPHS STATE THE ENTIRE LIABILITY OF PPI AND EQUIPMENT MANUFACTURER FOR ANY PATENT INFRINGEMENT. (d) To the extent that said Equipment or any part thereof is modified by Purchasersuit, or 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, proceeding through its selected representatives and by reason of said modification, combination, performance or production, an 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" provisionattorneys.

Patent Indemnity. (a) PPI shall defend at If Berlex does not exercise its own expense right to co-promote the CE Product pursuant to Section 10 hereof, then the following indemnity provision will apply. If any action brought against Purchaser alleging that the 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 third party institutes a patent infringement (or inducement of infringement) suit or claim against Berlex or any Affiliate of Berlex based on, arising from, or related to the manufacture, importation into the United States States, or supply by Berlex or an Affiliate of America Berlex of Component pursuant to this Agreement, then Endeavor will indemnify and to pay all damages and costs finally awarded in hold harmless Berlex, any such actionBerlex Affiliate, provided that Purchaser has given PPI and their respective directors, officers, employees, and agents (each an "Indemnified Party") against any such suits or claims. Each Indemnified Party agrees to give Endeavor prompt written notice of any suit or claim upon which such actionIndemnified Party intends to base a claim for indemnity under this Section, all necessary to provide witnesses and other assistance in the investigation and defense thereof of the suit or claim as Endeavor may reasonably request, and to promptly furnish Endeavor with copies of any documents relevant to the suit or claim which are requested by Endeavor (under binder of confidentiality). With respect to any suit or claim relating solely to the payment of * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. money damages which are solely the responsibility of Endeavor and which responsibility Endeavor has acknowledged in writing, and which will not result in the Indemnified Party becoming subject to injunctive or other non-monetary relief, Endeavor shall have the right to control all aspects of the defense thereof including the right to defend, settle or otherwise terminate dispose of such action suit or claim on such terms as Endeavor shall see fit. Endeavor shall obtain the written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed, prior to settling or ceasing to defend any suit or claim if as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief, or any monetary or non-monetary remedy not the responsibility of Endeavor. The reasonable expenses of an Indemnified Party in behalf conjunction with a suit or claim subject to indemnity pursuant to this Section, including without limitation reasonable fees and disbursements of Purchasercounsel, shall be reimbursed by Endeavor an a quarterly basis. The above indemnification shall only apply to Component provided to Endeavor or an Endeavor designee pursuant to this Agreement, and shall not apply to Berlex's use or a Berlex supplied third party's use of the Component. (b) PPI If Berlex exercises its right to co-promote the CE Product pursuant to Section 10 hereof, then the following indemnity provision will apply. If any third party institutes a patent infringement suit or claim against Endeavor or any Affiliate of Endeavor which involves an alleged violation of Component patents, a process of making the Component, or a process of making or distributing drug containing the Component, then Berlex will indemnify and hold harmless Endeavor, any such Endeavor Affiliate, and their respective directors, officers, employees, and agents (each an "Indemnified Party") against any such suits or claims. Each Indemnified Party agrees to give Berlex prompt written notice of any suit or claim upon which such Indemnified Party intends to base a claim for indemnity under this Section, to provide witnesses and other assistance in the investigation and defense of the suit or claim as Berlex may reasonably request, and to promptly furnish Berlex with copies of any documents relevant to the suit or claim which are requested by Berlex (under binder of confidentiality). With respect to any suit or claim relating solely to the payment of money damages which are solely the responsibility of Berlex and which responsibility Berlex has acknowledged in writing, and which will not result in the Indemnified Party becoming subject to injunctive or other non-monetary relief Berlex shall have no obligation hereunder and this provision shall not apply to: (i) any other equipment or processesthe right to defend, 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 Equipment or Process; (iv) any patent issued after the date hereof; or (v) any action settled settle or otherwise terminated without dispose of such suit or claim on such terms as Berlex shall see fit. Berlex shall obtain the prior written consent of PPI. (c) Ifthe Indemnified Party, in which consent shall not be unreasonably withheld or delayed, prior to settling or ceasing to defend any such action, suit or claim if as a result thereof the Equipment is held Indemnified Party would become subject to constitute an infringementinjunctive or other equitable relief, or the practice of any Process using the Equipment is finally enjoined, PPI shall, at its option and its own expense, procure for Purchaser the right to continue using said Equipment; monetary or modify or replace it with non-infringing equipment ormonetary remedy not the responsibility of Berlex. The reasonable expenses of an Indemnified Party in conjunction with a suit or claim subject to indemnity pursuant to this Section, with Purchaser's assistanceincluding without limitation reasonable fees and disbursements of counsel, modify the Process so that it becomes non-infringing; shall be reimbursed by Berlex on a quarterly basis. The above indemnification shall only apply to Component provided to Endeavor or remove it and refund the portion of the price allocable an Endeavor designee pursuant to the infringing Equipment. THE FOREGOING PARAGRAPHS STATE THE ENTIRE LIABILITY OF PPI AND EQUIPMENT MANUFACTURER FOR ANY PATENT INFRINGEMENTthis Agreement. (d) To the extent that said Equipment or any part thereof is modified by Purchaser, or 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, and by reason of said modification, combination, performance or production, an 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. (a) PPI shall LipoMatrix will defend at its own expense any action suit brought against Purchaser alleging Distributor based on a claim that the Equipment or the use of the Equipment to practice any process for which such Equipment is specified by PPI (a “Process”) directly Product furnished under this Agreement infringes any claim of a patent of the United States of America or trademark, and to will pay all damages and costs finally awarded that a court awards against Distributor as a result of such claim and any payments made in any settlement of such actionclaim, provided that Purchaser has given PPI Distributor gives LipoMatrix: (a) prompt written notice of such 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. suit; (b) PPI shall have no obligation hereunder full control over the defense or settlement thereof; 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 Equipment or Process; (iv) any patent issued after the date hereof; or (v) any action settled or otherwise terminated without the prior written consent of PPI. (c) Ifall 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 any such actionthe opinion of LipoMatrix may become, the Equipment is held to constitute an infringementsubject of any claim, suit or proceeding for infringement of any patent or trademark, or in the practice event of any Process using adjudication that the Equipment Products, or any part thereof, infringe any patent or trademark, or if the sale or use of Products, or any part thereof, is finally enjoined, PPI shallLipoMatrix may, at its option and its own expense, : (a) procure for Purchaser Distributor and its customers the right under such patent or trademark to continue using said Equipmentuse or sell as appropriate the Products or such part thereof; or modify (b) replace the Products, or replace it with non-infringing equipment orpart thereof, with Purchaser's assistance, other suitable Products or parts; or (c) suitably modify the Process so that it becomes non-infringingProducts 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 remove it and refund (d) the portion combination, operation or use of the price allocable Product with other products not furnished by LipoMatrix to the infringing Equipmentextent such claim would not have arisen had such combination, operation or use not occurred. THE FOREGOING PARAGRAPHS PROVISIONS OF THIS SECTION VII STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF PPI LIPOMATRIX, AND EQUIPMENT MANUFACTURER FOR THE EXCLUSIVE REMEDIES OF DISTRIBUTOR AND ITS CUSTOMERS WITH RESPECT TO ANY PATENT INFRINGEMENTALLEGED IN- FRINGEMENT OF PATENTS, COPYRIGHTS, TRADEMARKS, OR OTHER INTELLECTUAL PROPERTY RIGHTS, BY THE PRODUCTS OR ANY PART THEREOF. (d) To the extent that said Equipment or any part thereof is modified by Purchaser, or 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, and by reason of said modification, combination, performance or production, an 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. Seller represents and warrants that (ai) PPI shall 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 disclose or use in its performance of this order; (ii) the products, and Buyer's use thereof, do not and will not infringe any patent, copyright, trade secret, mask Work right, or other proprietary right of others; and (iii) in connection with its performance under this order, Seller will not infringe any patent, copyright, trade secret, mask Work right, or any other proprietary right of any third party. Seller will indemnify, hold harmless, and at Xxxxx's request defend at its own Xxxxx from and against any loss, cost, liability or expense (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from any action brought against Purchaser alleging that the Equipment breach or the use claimed breach of the Equipment above representations and warranties. In the event of any such claim, Xxxxx agrees (i) to practice any process for which such Equipment is specified by PPI (a “Process”) directly infringes any claim of a patent notify Seller of the United States of America and claim, (ii) if Xxxxx has not requested that Seller defend the claim, to pay all damages and costs finally awarded in any such actionpermit Seller, provided that Purchaser has given PPI prompt written notice of such actionat Seller's expense, all necessary assistance to participate in the defense thereof with counsel of Seller's choosing, subject to Xxxxx's supervision 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) PPI shall have no obligation hereunder control, 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) 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 of the products manufactured by purchased under this Agreement is enjoined, or 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 expense will procure from the Equipment person or Process; (iv) any patent issued after persons claiming or likely to claim infringement, a license for Buyer and its customers to continue to use such products, or modify the date hereof; allegedly infringing order to avoid the infringement, without materially impairing performance or (v) any action settled compliance with Buyer's specifications or otherwise terminated without this order. In the prior written consent of PPI. (c) Ifevent that the Seller performs its obligations under this agreement pursuant to the Buyer's specification, in any such actiondesigns, drawings, the Equipment Seller is held to constitute an infringement, or the practice of any Process using the Equipment is finally enjoined, PPI shall, at its option and its own expense, procure for Purchaser the right to continue using said Equipment; or modify or replace it with non-infringing equipment or, with Purchaser's assistance, modify the Process so that it becomes non-infringing; or remove it and refund the portion of the price allocable entitled to the infringing Equipment. THE FOREGOING PARAGRAPHS STATE THE ENTIRE LIABILITY OF PPI AND EQUIPMENT MANUFACTURER FOR ANY PATENT INFRINGEMENTabove protection stated in this article. (d) To the extent that said Equipment or any part thereof is modified by Purchaser, or 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, and by reason of said modification, combination, performance or production, an 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. (a) PPI shall LipoMatrix will defend at its own expense any action suit brought against Purchaser alleging Distributor based on a claim that the Equipment or the use of the Equipment to practice any process for which such Equipment is specified by PPI (a “Process”) directly Product furnished under this Agreement infringes any claim of a patent of the United States of America or trademark, and to will pay all damages and costs finally awarded that a court awards against Distributor as a result of such claim and any payments made in any settlement of such actionclaim, provided that Purchaser has given PPI Distributor gives LipoMatrix: (a) prompt written notice of such 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. suit; (b) PPI shall have no obligation hereunder full control over the defense or settlement thereof; 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 Equipment or Process; (iv) any patent issued after the date hereof; or (v) any action settled or otherwise terminated without the prior written consent of PPI. (c) Ifall 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 any such actionthe opinion of LipoMatrix may become, the Equipment is held to constitute an infringementsubject of any claim, suit or proceeding for infringement of any patent or trademark, or in the practice event of any Process using adjudication that the Equipment Products, or any part thereof, infringe any patent or trademark, or if the sale or use of Products, or any part thereof, is finally enjoined, PPI shallLipoMatrix may, at its option and its own expense, : (a) procure for Purchaser Distributor and its customers the right under such patent or trademark to continue using said Equipmentuse or sell as appropriate the Products or such part thereof; or modify (b) replace the Products, or replace it with non-infringing equipment orpart thereof, with Purchaser's assistance, other suitable Products or parts; or (c) suitably modify the Process so that it becomes non-infringingProducts 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 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 remove it and refund (d) the portion combination, operation or use of the price allocable Product with other products not furnished by LipoMatrix to the infringing Equipmentextent such claim would not have arisen had such combination, operation or use not occurred. THE FOREGOING PARAGRAPHS PROVISIONS OF THIS SECTION VII STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF PPI LIPOMATRIX, AND EQUIPMENT MANUFACTURER FOR THE EXCLUSIVE REMEDIES OF DISTRIBUTOR AND ITS CUSTOMERS WITH RESPECT TO ANY PATENT INFRINGEMENTALLEGED IN FRINGEMENT OF PATENTS, COPYRIGHTS, TRADEMARKS, OR OTHER INTELLEC TUAL PROPERTY RIGHTS, BY THE PRODUCTS OR ANY PART THEREOF. (d) To the extent that said Equipment or any part thereof is modified by Purchaser, or 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, and by reason of said modification, combination, performance or production, an 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. (a) PPI shall 8.1. Seller will defend at its own expense but not pay damage awards/settlement payments for any action claim, suit or proceeding brought against Purchaser alleging Buyer so far as it is based on a claim that the Equipment or the use any Product supplied hereunder infringes an existing patent (as of the Equipment to practice any process for which such Equipment is specified by PPI (a “Process”effective date of this Agreement) directly infringes any claim of a patent within the United States, if notified promptly in writing of the United States of America claim and to pay all damages given full authority, information, and costs finally awarded in any assistance for the defense. If such action, provided that Purchaser claim has given PPI prompt written notice of such 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) 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 Equipment or Process; (iv) any patent issued after the date hereof; or (v) any action settled or otherwise terminated without the prior written consent of PPI. (c) If, in any such action, the Equipment is held to constitute an infringementoccurred, or the practice of any Process using the Equipment in Seller’s opinion is finally enjoinedlikely to occur, PPI shallXxxxx agrees to permit Seller, at its At Seller’s option and its own expense, either to procure for Purchaser Buyer the right to continue using said Equipment; the Product or to replace or modify or replace it with non-infringing equipment or, with Purchaser's assistance, modify the Process same so that it becomes non-infringing; or remove it and refund the portion non‐infringing, or, if neither of the foregoing alternatives is reasonably available, remove the Product and return Buyer the price allocable 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 infringing Equipment. THE FOREGOING PARAGRAPHS STATE THE ENTIRE LIABILITY OF PPI AND EQUIPMENT MANUFACTURER FOR ANY PATENT INFRINGEMENT. (d) To the extent that said Equipment or contrary contained herein, Seller shall not have any part thereof is modified by Purchaser, or combined by Purchaser with equipment or processes not furnished hereunder (except liability to Buyer to the extent that PPI is a contributory infringer) any infringement or said Equipment or any part claim thereof is used based upon (i) use of a Product in combination with equipment or software not supplied by Purchaser to perform a process Seller where the Product would not furnished hereunder 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 PPI or to produce an article, and by reason of said modification, combination, performance or production, an action is brought against PPI, Purchaser anyone other than Seller without Seller’s prior written approval. 8.3. Buyer shall defend and indemnify PPI hold Seller harmless against any and all costs, expenses, judgments, liabilities and losses for alleged infringement of any patents or other proprietary rights which result from Seller’s compliance with Buyer’s designs, specifications or instructions. 8.4. Notwithstanding any other provisions hereof, Seller shall not be liable for any claim based on Buyer’s use of the Products as shipped after Seller has informed Buyer of modifications or changes in the same manner Products required to avoid such claims and offered to the same extent that PPI implement those modifications or changes, if such claim would be obligated to indemnify Purchaser under this "Patent Indemnity" provisionhave been avoided by implementation of Seller’s suggestions. 8.5. THE FOREGOING INDEMNIFICATION PROVISION STATES SELLER’S ENTIRE LIABILITY WITH RESPECT TO INFRINGEMENT OR ALLEGED INFRINGEMENT BY THE PRODUCTS OF PATENTS, COPYRIGHTS, TRADE SECRETS OR OTHER INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OF THIRD PARTIES AND SELLER DISCLAIMS, ALL WARRANTIES, CONDITIONS OR OTHER TERMS CONCERNING NON‐INFRINGEMENT WITH RESPECT TO THE PRODUCTS.

Patent Indemnity. (a) PPI shall LipoMatrix will defend at its own expense any action suit brought against Purchaser alleging Distributor based on a claim that the Equipment or the use of the Equipment to practice any process for which such Equipment is specified by PPI (a “Process”) directly Product furnished under this Agreement infringes any claim of a patent of the United States of America or trademark, and to will pay all damages and costs finally awarded that a court awards against Distributor as a result of such claim and any payments made in any settlement of such actionclaim, provided that Purchaser has given PPI Distributor gives LipoMatrix: (a) prompt written notice of such 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. suit; (b) PPI shall have no obligation hereunder full control over the defense or settlement thereof; 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 Equipment or Process; (iv) any patent issued after the date hereof; or (v) any action settled or otherwise terminated without the prior written consent of PPI. (c) Ifall 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 any such actionthe opinion of LipoMatrix may become, the Equipment is held to constitute an infringementsubject of any claim, suit or proceeding for infringement of any patent or trademark, or in the practice event of any Process using adjudication that the Equipment Products, or any part thereof, infringe any patent or trademark, or if the sale or use of Products, or any part thereof, is finally enjoined, PPI shallLipoMatrix may, at its option and its own expense, : (a) procure for Purchaser Distributor and its customers the right under such patent or trademark to continue using said Equipmentuse or sell as appropriate the Products or such part thereof; or modify (b) replace the Products, or replace it with non-infringing equipment orpart thereof, with Purchaser's assistance, other suitable Products or parts; or (c) suitably modify the Process so that it becomes non-infringing; Products or remove it and part thereof, or (d) if none of the foregoing are commercially practicable, refund the portion 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 price allocable preceding paragraphs, LipoMatrix shall not be liable to Distributor or its customers for: (a) infringement of patent claims covering the infringing Equipment. 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 THE FOREGOING PARAGRAPHS PROVISIONS OF THIS SECTION VII STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF PPI LIPOMATRIX, AND EQUIPMENT MANUFACTURER FOR THE EXCLUSIVE REMEDIES OF DISTRIBUTOR AND ITS CUSTOMERS WITH RESPECT TO ANY PATENT INFRINGEMENTALLEGED INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADEMARKS, OR OTHER INTELLECTUAL PROPERTY RIGHTS, BY THE PRODUCTS OR ANY PART THEREOF. (d) To the extent that said Equipment or any part thereof is modified by Purchaser, or 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, and by reason of said modification, combination, performance or production, an 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. (a) PPI A. Oki Data shall defend at its own expense or settle any action suit or proceeding brought against Purchaser alleging Customer to the extent that the Equipment such suit or the use proceeding is based on a claim that Products manufactured to Oki Data's design and purchased hereunder constitute an infringement of the Equipment to practice any process for which such Equipment is specified by PPI (a “Process”) directly infringes any claim of a patent of the an existing United States Patent, provided Oki Data is notified promptly in writing and given complete authority, information and assistance required for defense of America same, and to Oki Data shall pay all damages and costs finally awarded in as a result thereof against Customer. Oki Data, however, shall not be responsible for any such actioncost, provided that Purchaser has given PPI prompt expense, or compromise incurred or made by Customer without Oki Data's prior written notice of such 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 Purchaserconsent. (b) PPI shall have no obligation B. In the event any Product furnished 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 Equipment or Process; (iv) any patent issued after the date hereof; or (v) any action settled or otherwise terminated without the prior written consent of PPI. (c) Ifis, in any such actionOki Data's opinion, likely to or does become the Equipment is held to constitute an infringementsubject of a claim of infringement of a patent, or the practice of any Process using the Equipment is finally enjoined, PPI shallOki Data may, at its option and its own expense, procure for Purchaser Customer the right to continue using said Equipment; or modify or the Product, replace it same with a non-infringing equipment orProduct of similar capability, with Purchaser's assistance, or modify the Process Product so that it becomes non-infringing; . If, in Oki Data's opinion, none of the foregoing alternatives is reasonably available to Oki Data, Oki Data may terminate this Agreement forthwith by written notice to Customer and, upon return or remove it and disposal of the Product in accordance with the written instructions of Oki Data, refund the portion price paid by Customer, less straight line depreciation on the basis of a Oki Data Americas, Inc. - OEM Sales Agreement five (5) year life of the price allocable Product. C. Oki Data shall have no responsibility or liability for any claim of infringement (i) arising out of the use of its Products in combination with non-Oki Data products, or (ii) if such infringement arises out of Products manufactured to Customer's design, or (iii) if such infringement arises as a result of a customer modification to the infringing Equipment. THE FOREGOING PARAGRAPHS STATE THE ENTIRE LIABILITY OF PPI AND EQUIPMENT MANUFACTURER FOR ANY PATENT INFRINGEMENTProducts. (d) To D. The foregoing states the extent that said Equipment entire liability of Oki Data with respect to infringement of any patent by the Products of Oki Data or any part parts thereof is modified by Purchaserand, or combined by Purchaser with equipment or processes not furnished hereunder (except anything herein to the extent that PPI is a contributory infringer) or said Equipment or any part thereof is used contrary notwithstanding, Oki Data's liability to Customer hereunder shall in no event exceed the total price plus taxes and other associated charges paid to Oki Data by Purchaser Customer for each infringing Product purchased pursuant to perform a process not furnished hereunder by PPI or to produce an article, and by reason of said modification, combination, performance or production, an 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" provisionAgreement.