Common use of Patents Clause in Contracts

Patents. Xxxxxx agrees to settle or defend any suit or proceeding brought against Xxxxx insofar as such suit or proceeding is based on a claim that any Product constitutes direct infringement of any issued United States patent. Seller shall pay all damages and costs finally awarded therein against Xxxxx, provided Seller is informed by Xxxxx in writing within ten (10) calendar days after receipt by Xxxxx and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to settle or defend such suit or proceeding. In the event such Product or any part thereof is, in such suit, held to constitute infringement and the use of such Product or part thereof is enjoined, Seller shall, by its own election and at its own expense, either (a) procure for Buyer the right to continue using such Product, or modify it so that it becomes non-infringing, or (b) remove such Product, or part thereof, and grant Buyer a credit thereon and accept its return. Seller shall not be obligated to settle or defend any suit or proceeding, or be liable for any costs or damages, if the Buyer is in breach of any term herein or the alleged infringement arises out of compliance with Buyer’s specifications or any addition to or modification of the Product after delivery thereof or from use of the Product or any part thereof in conjunction with other goods or in the practice of a process. Seller’s obligations hereunder shall not apply to any alleged infringement occurring after Xxxxx has received notice of such alleged infringement unless Xxxxxx thereafter gives Xxxxx express written consent for such continuing alleged infringement. Seller shall not be bound in any manner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed the purchase price paid by Xxxxx for the allegedly infringing Product. If infringement is alleged prior to completion of delivery of a Product, Seller may decline to make further shipments without being in breach of this Agreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer infringes any patent, provided Xxxxx is promptly notified in writing of such suit or proceeding and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to defend or settle any such suit or proceeding.

Patents. Xxxxxx agrees 10.1 [***] Technology. (a) XT or its licensor, as they may agree, shall have responsibility for preparing, filing, prosecuting and maintaining patents and patent applications worldwide relating to settle the [***] Technology and conducting any interferences, oppositions, reexaminations, or requesting reissues or patent term extensions with respect to the [***] Technology. XT shall keep ABX and JTI each reasonably informed as to the status of such patent matters in its Territory, including without limitation, by providing such licensee the opportunity to review and comment on any substantive documents which will be filed in any patent office, and providing such licensee copies of any substantive documents received by XT from such patent offices including [***] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. notice of all interferences, reexaminations, oppositions or requests for patent term extensions. ABX and JTI shall cooperate with and assist XT in connection with such activities, at XT's request and expense. (b) In the event that either ABX or JTI, as the case may be, becomes aware that any [***] Technology necessary for the practice of the licenses granted herein is infringed or misappropriated by a third party or is subject to a declaratory judgment action arising from such infringement, such party shall promptly notify XT (and the other licensee) and XT shall thereafter promptly notify the owner of such intellectual property. XT or its licensor, as they may agree, shall have the exclusive right to enforce, or defend any suit or proceeding brought against Xxxxx insofar as such suit or proceeding is based on a claim that any Product constitutes direct infringement of any issued United States patent. Seller shall pay all damages and costs finally awarded therein against Xxxxx, provided Seller is informed by Xxxxx in writing within ten (10) calendar days after receipt by Xxxxx and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to settle or defend such suit or proceeding. In the event such Product or any part thereof is, in such suit, held to constitute infringement and the use of such Product or part thereof is enjoined, Seller shall, by its own election and at its own expense, either (a) procure for Buyer the right to continue using such Product, or modify it so that it becomes non-infringing, or (b) remove such Product, or part thereof, and grant Buyer a credit thereon and accept its return. Seller shall not be obligated to settle or defend any suit or proceeding, or be liable for any costs or damages, if the Buyer is in breach of any term herein or the alleged infringement arises out of compliance with Buyer’s specifications or any addition to or modification of the Product after delivery thereof or from use of the Product or any part thereof in conjunction with other goods or in the practice of a process. Seller’s obligations hereunder shall not apply to any alleged infringement occurring after Xxxxx has received notice of such alleged infringement unless Xxxxxx thereafter gives Xxxxx express written consent for such continuing alleged infringement. Seller shall not be bound in any manner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed the purchase price paid by Xxxxx for the allegedly infringing Product. If infringement is alleged prior to completion of delivery of a Product, Seller may decline to make further shipments without being in breach of this Agreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agreesdeclaratory judgment action, at its expense, to settle or defend and to pay costs and damages finally awarded in involving any [***] Technology. In such event, XT shall keep ABX and/or JTI, as the case may be, reasonably informed of the progress of any such claim, suit or proceeding against Seller based on an allegation that in its Territory. Any recovery received by XT as a result of any Product furnished hereunder according to designs or specifications furnished by Buyer infringes any patentsuch claim, provided Xxxxx is promptly notified in writing of such suit or proceeding and is given shall be used first to reimburse XT for all authority expenses (including the right to exclusive control of the defense of any attorneys, and professional fees) incurred in connection with such claim, suit or proceeding), [***]. 10.2 [***] Technology. 10.2.1 XT shall have the initial worldwide responsibility for preparing, filing, prosecuting and maintaining patent applications and conducting any interferences, oppositions, reexaminations, or requesting reissues or patent term extensions with respect to [***] Technology. XT shall give ABX and JTI each the opportunity to review the status of all such pending patent applications and actions in its Territory and shall keep ABX and/or JTI, as the case may be, fully informed of the progress of such applications and actions, including, without limitation, by promptly providing ABX and/or JTI with copies of all substantive correspondence sent to and received from patent offices, and providing notice of all interferences, reexaminations, oppositions or requests for patent term extensions. [***]. If only either ABX or JTI should be a licensee under this Agreement, such expenses shall be equally divided between XT and such Licensee on a worldwide basis. In the event that XT declines or fails to prepare, file, prosecute or maintain such patent applications or patents or take such other actions, relating to the Products it shall promptly and in no event later than ninety days prior to any filing deadline, provide notice to ABX and JTI. ABX and JTI shall promptly discuss and agree on who should assume such responsibilities and how the expenses related thereto should be allocated. 10.2.2 In the event that a licensee becomes aware that any [***] Technology necessary for the practice of the license granted herein is infringed or misappropriated by a third party in any country in which ABX or JTI has rights hereunder, or is subject to a declaratory judgment action arising from such infringement in such country, ABX or JTI, as the case may be, shall promptly notify XT and XT shall thereafter promptly notify the owner of such intellectual property. [***] Certain information on this page has been omitted and assistance necessary filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 10.2.3 ABX or JTI, as the case may be, shall have the exclusive right to enforce, or defend or settle any declaratory judgment action, in any country in which it has exclusive rights hereunder, at its expense, involving [***] Technology. In such event, the party involved in such claim , suit or proceeding, shall keep XT and the other of ABX or JTI reasonably informed of the progress of any such claim, suit or proceeding. Any recovery by such party received as a result of any such claim, suit or proceeding shall be used first to reimburse such party for all expenses (including attorneys, and professional fees) incurred in connection with such claim, suit or proceeding, and [***]. 10.2.4 ABX and JTI shall consult and agree whether, and if so, how, to enforce the [***] Technology in a country in which ABX and JTI have co-exclusive rights hereunder. However, [***] (except as otherwise provided below). The party taking such action shall keep XT and the other of ABX or JTI reasonably informed of the progress of any such claim, suit or proceeding. Any recovery by such party received as a result of any such claim, suit or proceeding shall be used first to reimburse such party for all expenses (including attorneys' and professional fees) incurred in connection with such claim, suit or proceeding, [***].

Patents. Xxxxxx agrees (a) Seller hereby represents that, to settle the best of its knowledge, there are no third party patent, trade secret, or copyright rights which would be infringed by the manufacture, use or sale of the Products to be supplied hereunder. (b) Seller will defend any suit or proceeding brought against Xxxxx insofar as such suit Buyer or proceeding is its customers, based on a claim that the manufacture, use or sale of any Product Products purchased by Buyer from Seller hereunder constitutes direct an infringement of any issued United States patent. Seller patent or copyright of any country or any trade secret and shall pay all damages and costs finally awarded therein thereon against Xxxxx, Buyer or Buyer's customers; provided that Seller is informed by Xxxxx notified in writing within ten (10) calendar days after receipt by Xxxxx and furnished a copy of each communication, notice or other action relating to the alleged infringement such claim and is given all authority (including furnished with the right to exclusive control of the defense of any suit or proceeding)authority, information and assistance necessary to settle or defend (at Seller's expense) reasonably required by Seller for the defense of same. If, as a result of any such suit or proceeding. In the event such Product or any part thereof is, in such suit, held to constitute infringement and the use or sale of such Product or part thereof any Products purchased by Buyer from Seller hereunder is enjoined, Seller shall, by its own election and at its own expenseexpense and option, either (ai) procure the right for Buyer and Buyer's customers to use and sell such products, (ii) replace the right to continue using such Productsame with interchangeable Products which have substantially the same quality and performance but which are non- infringing, or (iii) modify it any infringing products so that it becomes non-they become non- infringing, or (biv) remove authorize Buyer to return said enjoined Products and refund to Buyer the full purchase price and any direct costs of Buyer associated with such Product, or part thereofreturn. (c) Seller shall have no liability to Buyer and Buyer's customers as a result of, and grant Buyer a credit thereon shall defend and accept its return. hold Seller harmless against, any such claims of infringement insofar as any such claim is found to arise from the inclusion in Products purchased by the Buyer from Seller hereunder of designs provided by Buyer and incorporated in the Products. (d) Nothing in this Agreement shall not be obligated to settle or defend any suit or proceeding, constitute or be liable for any costs or damages, if construed as a grant by one party to the Buyer is in breach other party of any term herein right or the alleged infringement arises out of compliance with Buyer’s specifications license under any patent (including any design patent or utility models) or any addition to other proprietary right or modification of the Product after delivery thereof interest in any designs, design data or from use of the Product "know-how" suggestions, ideas or any part thereof in conjunction with other goods technical information (hereinafter collectively called "Technical Information") disclosed by one party to the other hereunder, and the disclosing party shall have the right, free of any claim for compensation by the receiving party based on such disclosure, whether or in the practice of a process. Seller’s obligations hereunder shall not apply such rights are subject to any alleged infringement occurring after Xxxxx has received notice of such alleged infringement unless Xxxxxx thereafter gives Xxxxx express written consent for such continuing alleged infringement. Seller shall not be bound registration as identical property rights, to patent, register, use, license, assign and alienate, in any manner by whatsoever as the disclosing party sees fit, any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder Technical Information disclosed hereunder. (e) The provisions of this Section 15 shall not exceed the purchase price paid by Xxxxx for the allegedly infringing Product. If infringement is alleged prior to completion of delivery of a Product, Seller may decline to make further shipments without being in breach survive any termination of this Agreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer infringes any patent, provided Xxxxx is promptly notified in writing of such suit or proceeding and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to defend or settle any such suit or proceeding.

Patents. Xxxxxx agrees (a) Seller hereby represents that, to settle the best of its knowledge, there are no third party patent, trade secret, or copyright rights which would be infringed by the manufacture, use or sale of the Products to be supplied hereunder. (b) Seller will defend any suit or proceeding brought against Xxxxx insofar as such suit Buyer or proceeding is its customers, based on a claim that the manufacture, use or sale of any Product Products purchased by Buyer from Seller hereunder constitutes direct an infringement of any issued United States patent. Seller patent or copyright of any country or any trade secret and shall pay all damages and costs finally awarded therein thereon against Xxxxx, Buyer or Buyer's customers; provided that Seller is informed by Xxxxx notified in writing within ten (10) calendar days after receipt by Xxxxx and furnished a copy of each communication, notice or other action relating to the alleged infringement such claim and is given all authority (including furnished with the right to exclusive control of the defense of any suit or proceeding)authority, information and assistance necessary to settle or defend (at Seller's expense) reasonably required by Seller for the defense of same. If, as a result of any such suit or proceeding. In the event such Product or any part thereof is, in such suit, held to constitute infringement and the use or sale of such Product or part thereof any Products purchased by Buyer from Seller hereunder is enjoined, Seller shall, by its own election and at its own expenseexpense and option, either (ai) procure the right for Buyer and Buyer's customers to use and sell such products, (ii) replace the right to continue using such Productsame with interchangeable Products which have substantially the same quality and performance but which are non-infringing, or (iii) modify it any infringing products so that it becomes they become non-infringing, or (biv) remove authorize Buyer to return said enjoined Products and refund to Buyer the full purchase price and any direct costs of Buyer associated with such Productreturn. (c) Seller shall have no liability to Buyer and Buyer's customer as a result of, and Buyer shall defend and hold Seller harmless against, any such claims of infringement insofar as any such claim is found to arise from the inclusion in Products purchased by Buyer from Seller hereunder of designs provided by Buyer and incorporated in the Products. (d) Nothing in this Agreement shall constitute or be construed as a grant by one party to the other party of any right or license under any patent (including any design patent or utility models) or any other proprietary right or interest in any designs, design data, or part thereof"know-how" suggestions, ideas or any other technical information (hereinafter collectively called "Technical Information") disclosed by one party to the other hereunder, and grant Buyer a credit thereon and accept its return. Seller the disclosing party shall not be obligated to settle or defend any suit or proceedinghave the right, or be liable for any costs or damages, if the Buyer is in breach free of any term herein claim for compensation by the receiving party based on such disclosure, whether or the alleged infringement arises out of compliance with Buyer’s specifications or any addition not such rights are subject to or modification of the Product after delivery thereof or from use of the Product or any part thereof in conjunction with other goods or in the practice of a process. Seller’s obligations hereunder shall not apply registration as identical property rights, to any alleged infringement occurring after Xxxxx has received notice of such alleged infringement unless Xxxxxx thereafter gives Xxxxx express written consent for such continuing alleged infringement. Seller shall not be bound patent, register, use, license, assign and alienate, in any manner by whatsoever as the disclosing party sees fit, any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder Technical Information disclosed hereunder. (e) The provisions of this Section 18 shall not exceed the purchase price paid by Xxxxx for the allegedly infringing Product. If infringement is alleged prior to completion of delivery of a Product, Seller may decline to make further shipments without being in breach survive any termination of this Agreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer infringes any patent, provided Xxxxx is promptly notified in writing of such suit or proceeding and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to defend or settle any such suit or proceeding.

Patents. Xxxxxx agrees to settle or defend If any suit or proceeding is brought against Xxxxx insofar as such suit or proceeding is based on a claim that any Product constitutes direct Buyer for infringement of any issued United States patent. Seller shall pay all damages and costs finally awarded therein against XxxxxLetters Patent, provided Seller is informed alleging that the Products manufactured by Xxxxx in writing within ten (10) calendar days after receipt by Xxxxx and furnished a copy Seller, or an Affiliate of each communicationSeller, notice or other action relating to the alleged infringement and is given all authority (including the right to exclusive control of the defense of infringe any suit or proceeding), information and assistance necessary to settle or defend such suit or proceeding. In the event such Product or any part thereof is, in such suit, held to constitute infringement and the use of such Product or part thereof is enjoinedUnited States Letters Patent, Seller shall, by its own election and at its own expense, and at the option of Seller, either (a) procure for Buyer the right to continue using such the infringing Product, or replace the same with non-infringing materials which conform to the available specifications, modify it such Product in a manner acceptable to Seller so that it becomes non-infringing, or defend the suit. To the extent that Seller elects to defend the suit, Seller shall defend and control the suit against these allegations only, and shall pay any award of damages assessed against Buyer in the suit only to the extent that the damages are awarded in connection specifically with a final adjudication, with all appeals as of right exhausted or waived, that the Product infringes a valid, enforceable patent claim, provided that Buyer (or any Buyer Group member or supplier who has entered into an agreement with a Buyer Group member) (a) has not materially changed the Product; (b) remove such Productgives Seller prompt notice in writing of the institution of the suit; (c) fully cooperates with Seller in connection with Seller’s defense or settlement of the suit; and (d) to the full extent of Buyer’s power to do so, or part thereofBuyer permits Seller to defend and control the suit against these allegations. The above fully expresses Buyer’s exclusive remedy and Seller’s sole responsibility with respect to infringement of any patent by the Products, and grant Buyer a credit thereon and accept its return. Seller shall not be obligated to settle or defend any suit or proceedingEXPRESSLY DISCLAIMS ANY OTHER WRITTEN OR UNWRITTEN, or be liable for any costs or damages, if the Buyer is in breach of any term herein or the alleged infringement arises out of compliance with Buyer’s specifications or any addition to or modification of the Product after delivery thereof or from use of the Product or any part thereof in conjunction with other goods or in the practice of a process. Seller’s obligations hereunder shall not apply to any alleged infringement occurring after Xxxxx has received notice of such alleged infringement unless Xxxxxx thereafter gives Xxxxx express written consent for such continuing alleged infringement. Seller shall not be bound in any manner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed the purchase price paid by Xxxxx for the allegedly infringing Product. If infringement is alleged prior to completion of delivery of a Product, Seller may decline to make further shipments without being in breach of this Agreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETOWARRANTY AGAINST INFRINGEMENT with respect to the Products. Seller does not warrant that use of any Products delivered hereunder will not infringe any claim or claims of any patent or warrant against infringement by reason of the use thereof in combination with other material or in the operation of any process. In no circumstance shall Seller be liable to defend or pay any award of damages assessed against Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation cause of action alleging that any Product furnished hereunder according to designs or specifications furnished by Buyer the use of the Products infringes any patent, provided Xxxxx is promptly notified in writing of such suit or proceeding and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to defend or settle any such suit or proceeding.

Patents. Xxxxxx (a) HITEL agrees to settle or defend defend, at its expense, any suit or proceeding brought against Xxxxx insofar as such suit or proceeding is DISTRIBUTOR based on upon a third party claim that any Product constitutes of direct infringement of any issued United States patenta U.S. patent by PRODUCTS furnished hereunder. Seller shall pay all HITEL also agrees to hold DISTRIBUTOR harmless against actual damages for such direct infringement. (b) HITEL’s agreement to defend and costs finally its obligation to indemnify DISTRIBUTOR herein, which extends only to actual damages for direct infringement of a U. S. patent which are awarded therein against Xxxxx, provided Seller is informed by Xxxxx DISTRIBUTOR in writing within ten (10) calendar days after receipt by Xxxxx and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to settle or defend such suit or proceeding. In , are subject to the event such Product or any part thereof isfollowing terms and conditions: (1) The agreement and obligation shall arise only if DISTRIBUTOR gives HITEL prompt notice of the infringement claim; grants HITEL, in writing, exclusive control over its defense and settlement; and provides reasonable information and assistance to HITEL at HITEL’s expense, in the defense of such suitclaim; (2) The agreement and obligation will cover only the PRODUCT as delivered by HITEL to DISTRIBUTOR and not to any modification or addition made by DISTRIBUTOR or third parties; (3) The agreement and obligation shall not cover: (i) any claim based on the furnishing of any information, held service or technical support to constitute DISTRIBUTOR; or (ii) any claim of infringement and of any third party’s rights arising from use of any HITEL PRODUCT furnished hereunder in combination with any other products or articles if such infringement would be avoided by the use of the PRODUCT alone, nor does it extend to any PRODUCT furnished hereunder of DISTRIBUTOR’S design or formula; or (iii) any claim that the use of the PRODUCTS furnished hereunder infringes any third party’s process patent rights; or (iv) any claim of infringement of any third party’s rights in respect to patents, where it is the policy of such Product third party to offer patent license agreements separately to end users; (4) If an infringement claim is asserted, or part thereof is enjoinedif HITEL believes one likely, Seller shallHITEL will have the right, by its own election and at its own expense, either but not the obligation: (ai) to procure for Buyer DISTRIBUTOR the right to continue using use the PRODUCTS furnished hereunder for the use contemplated by HITEL and DISTRIBUTOR in making this Agreement; (ii) to modify the PRODUCTS furnished hereunder as appropriate to avoid such Productrightful claim of infringement, or modify it so that it becomes non-infringing, as long as modification for this purpose does not materially impair the operation thereof; or (biii) remove such Product, or part thereof, to accept the PRODUCT returned and grant Buyer a credit thereon and accept its return. Seller shall not be obligated to settle or defend any suit or proceeding, or be liable reimburse DISTRIBUTOR for any costs or damages, if the Buyer is in breach of any term herein or the alleged infringement arises out of compliance with Buyer’s specifications or any addition to or modification of the Product after delivery thereof or from use of the Product or any part thereof in conjunction with other goods or in the practice of a process. Seller’s obligations hereunder shall not apply to any alleged infringement occurring after Xxxxx has received notice of such alleged infringement unless Xxxxxx thereafter gives Xxxxx express written consent for such continuing alleged infringement. Seller shall not be bound in any manner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed the purchase price paid thereof less a reasonable charge for wear and tear; and (5) The sale of any PRODUCT hereunder does not convey any license by Xxxxx for the allegedly infringing Product. If infringement is alleged prior to completion implication, estoppel, or otherwise covering combinations of delivery of a Product, Seller may decline to make further shipments without being in breach of this Agreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product PRODUCT furnished hereunder according with other devices, articles or elements. (c) DISTRIBUTOR shall indemnify and hold HITEL and its supplier(s) harmless against any expense or liability from claims of patent infringement of any patents related to designs PRODUCTS sold hereunder arising from: (i) HITEL’s compliance with specifications or specifications instructions furnished by Buyer infringes any patent, provided Xxxxx is promptly notified in writing of such suit or proceeding and is given all authority DISTRIBUTOR; (including the right to exclusive control of the defense ii) use of any suit PRODUCT hereunder in connection with a manufacturing or proceeding), information and assistance necessary to defend other process; or settle (iii) use of any such suit or proceedingPRODUCT in combination with products not supplied by HITEL.

Patents. Xxxxxx Seller agrees to settle or defend any suit or proceeding brought against Xxxxx Buyer insofar as such suit or proceeding is based on a claim that any Product constitutes goods supplied by Seller to Buyer hereunder constitute direct infringement of any issued United States patent. Seller shall pay all damages and costs cost finally awarded therein against XxxxxBuyer, provided Seller is informed by Xxxxx Buyer in writing within ten (10) calendar days after receipt by Xxxxx Buyer and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to settle or defend such suit or proceeding. In the event such Product goods or any part thereof isparts thereof, in such suit, held to constitute infringement and the use of such Product goods or part thereof is enjoined, conjoined. Seller shall, by its own election and at its own expense, either (a) procure for Buyer the right to continue using such Productgoods, or part thereof, or modify it them so that it becomes they become non-infringing, infringing or (b) remove such Productgoods, or part thereof, and grant Buyer a credit thereon and accept its their return. Seller shall not be obligated to settle settle, or defend any suit or proceeding, or be liable for any costs or of damages, if the Buyer is in breach of any term herein or the alleged infringement arises out of compliance with Buyer’s specifications or any addition to or modification of the Product goods after delivery thereof or from use of the Product goods or any part thereof in conjunction with other goods or in the practice of a process. Seller’s obligations hereunder shall not apply to any alleged infringement occurring after Xxxxx Buyer has received notice of such alleged infringement unless Xxxxxx Seller thereafter gives Xxxxx Buyer express written consent for such continuing alleged infringement. Seller shall not be bound in any manner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENTnor shall Seller be liable for any incidental or consequential damages arising out of patent infringement. Seller’s liability hereunder shall not exceed the purchase price paid by Xxxxx Buyer for the allegedly infringing Product. If goods, if infringement is alleged prior to completion of delivery of a Product, the goods. Seller may decline to make further shipments without being in breach of this Agreementagreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS WARRANTIES EXPRESSED OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product goods furnished hereunder according to designs or specifications furnished by Buyer infringes infringe any United States patent, provided Xxxxx Buyer is promptly notified in writing of or such suit or proceeding and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to defend or settle any such suit or proceeding.

Patents. Xxxxxx agrees to settle or defend any suit or proceeding brought against Xxxxx insofar as such suit or proceeding is based on a claim that any Product constitutes direct infringement of any issued United States PRC patent. Seller shall pay all damages and costs finally awarded therein against Xxxxx, provided Seller is informed by Xxxxx in writing within ten (10) calendar days after receipt by Xxxxx and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to settle or defend such suit or proceeding. In the event such Product or any part thereof is, in such suit, held to constitute infringement and the use of such Product or part thereof is enjoined, Seller shall, by its own election and at its own expense, either (a) procure for Buyer the right to continue using such Product, or modify it so that it becomes non-infringing, or (b) remove such Product, or part thereof, and grant Buyer a credit thereon and accept its return. Seller shall not be obligated to settle or defend any suit or proceeding, or be liable for any costs or damages, if the Buyer is in breach of any term herein or the alleged infringement arises out of compliance with Buyer’s specifications or any addition to or modification of the Product after delivery thereof or from use of the Product or any part thereof in conjunction with other goods or in the practice of a process. Seller’s obligations hereunder shall not apply to any alleged infringement occurring after Xxxxx has received notice of such alleged infringement unless Xxxxxx thereafter gives Xxxxx express written consent for such continuing alleged infringement. Seller shall not be bound in any manner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed the purchase price paid by Xxxxx for the allegedly infringing Product. If infringement is alleged prior to completion of delivery of a Product, Seller may decline to make further shipments without being in breach of this Agreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer infringes any patent, provided Xxxxx is promptly notified in writing of such suit or proceeding and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to defend or settle any such suit or proceeding.

Patents. Xxxxxx agrees The Vendor warrants and guarantees that all goods supplied under the Order do not infringe any valid patent, copyright, trademark or other intellectual property right owned by any third party and undertakes to settle defend, indemnify, and hold harmless the Purchaser and its successors and assigns from and against any claim, counterclaim, demand, lawsuit, proceeding or defend action resulting from any suit allegation or proceeding brought against Xxxxx insofar as such suit or proceeding is based on a claim charge that any Product goods or services or the use thereof for the purpose for which the goods or services are sold, constitutes direct an infringement of any issued United States patent. Seller shall pay all damages and costs finally awarded therein against Xxxxx, provided Seller is informed by Xxxxx in writing within ten (10) calendar days after receipt by Xxxxx and furnished a copy of each communicationcopyright, notice trademark or other intellectual property right and any costs associated therewith. The Purchaser shall promptly notify the Vendor of any claim, counterclaim, demand, lawsuit, proceeding or action relating and the Vendor shall assume the defence of the Purchaser at the Vendor's expense against same. The Purchaser shall provide, at the Vendor’s expense, any assistance in defending any such claim, counterclaim, demand, lawsuit, proceeding or action as the Vendor may reasonably require. In addition, immediately upon receiving notice from the Purchaser of an infringement claim, the Vendor shall, at no expense to the alleged infringement and is given all authority (including Purchaser, minimize the right to exclusive control Purchaser's damage of the defense of any suit or proceeding), information and assistance necessary to settle or defend such suit or proceeding. In the event such Product or any part thereof is, in such suit, held to constitute infringement and the use of such Product or part thereof is enjoined, Seller shall, by its own election and at its own expense, either liability as much as possible by: (a) procure procuring for Buyer the Purchaser the right to continue using such Productthe goods on a permanent basis, or modify it without any restriction on the right of the Purchaser to use the goods for the purpose for which they were intended; (b) replacing the goods with non-infringing goods satisfactory to the Purchaser; or (c) modifying the goods in a manner satisfactory to the Purchaser so that it becomes they are non-infringing. For greater certainty, or (b) remove such Product, or part thereof, and grant Buyer a credit thereon and accept its return. Seller the Vendor shall not be obligated to settle or defend any suit or proceeding, or be liable have no liability for any costs infringement or damages, if the Buyer is in breach of any term herein or the alleged infringement arises out of compliance with Buyer’s specifications where the goods are provided based on designs provided by the Purchaser or any addition to or modification of where the Product after delivery thereof or infringement results from the use of goods in combination with the Product Purchaser’s own process or any part thereof in conjunction with other goods or in equipment not supplied by the practice of a process. Seller’s obligations hereunder shall not apply to any alleged infringement occurring after Xxxxx has received notice of such alleged infringement unless Xxxxxx thereafter gives Xxxxx express written consent for such continuing alleged infringement. Seller shall not be bound in any manner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed the purchase price paid by Xxxxx for the allegedly infringing Product. If infringement is alleged prior to completion of delivery of a Product, Seller may decline to make further shipments without being in breach of this Agreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer infringes any patent, provided Xxxxx is promptly notified in writing of such suit or proceeding and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to defend or settle any such suit or proceedingVendor.

Patents. Xxxxxx agrees A. Seller warrants that the System furnished hereunder shall be delivered free of any rightful claim of any third party for infringement of any United States patent or copyright. If Buyer notifies Seller promptly of the receipt of any claim that the System infringes a United States patent or copyright and gives Seller information, assistance and exclusive authority to settle and defend such claim, Seller at its own expense shall defend, or defend may settle, any suit or proceeding brought against Xxxxx insofar Buyer so far as such suit or proceeding is based on a claim that claimed infringement which breaches this warranty. If, in any Product constitutes direct infringement of any issued United States patent. Seller shall pay all damages and costs finally awarded therein against Xxxxxsuch suit arising from such claim, provided Seller is informed by Xxxxx in writing within ten (10) calendar days after receipt by Xxxxx and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given all authority (including the right to exclusive control continued use of the defense System for the purpose intended is enjoined by any court of any suit or proceeding), information and assistance necessary to settle or defend such suit or proceeding. In the event such Product or any part thereof is, in such suit, held to constitute infringement and the use of such Product or part thereof is enjoinedcompetent jurisdiction, Seller shall, by its own election and at its own expenseexpense and option, either either: (a1) procure for Buyer the right to continue using such Productthe System, or (2) modify it the System so that it becomes non-infringing, or (b3) replace the System or portions thereof so that it becomes non-infringing, or (4) remove such Productthe System and refund the purchase price (less reasonable depreciation for use). The foregoing states the entire liability of Seller for patent or copyright infringement by the System and is subject to any limitation of total liability set forth in this Agreement. B. The preceding subsection (A) shall not apply to: (1) any portion of the System which is manufactured to Buyer's design, or part thereof, and grant Buyer a credit thereon and accept its return. Seller shall not be obligated to settle or defend any suit or proceeding, or be liable for any costs or damages, if (2) the Buyer is in breach of any term herein or the alleged infringement arises out of compliance with Buyer’s specifications or any addition to or modification of the Product after delivery thereof or from use of the Product or any part thereof System in conjunction with any other goods apparatus or in material not supplied by Seller to the practice of a process. Seller’s obligations hereunder shall not apply to any alleged infringement occurring after Xxxxx has received notice of extent that such alleged infringement unless Xxxxxx thereafter gives Xxxxx express written consent for such continuing conjoined use causes the alleged infringement. Seller shall not be bound As to any portion of the System or use described in any manner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed the purchase price paid by Xxxxx for the allegedly infringing Product. If infringement is alleged prior to completion of delivery of a Productpreceding sentence, Seller may decline to make further shipments without being in breach of this Agreement. assumes no liability whatsoever for patent infringement. C. THE FOREGOING STATES THE SOLE PATENT AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT COPYRIGHT WARRANTY AND IS INDEMNITY OBLIGATIONS RECITED ABOVE ARE IN LIEU OF ANY ALL OTHER PATENT AND ALL REPRESENTATIONSCOPYRIGHT WARRANTIES AND INDEMNITIES WHATSOEVER, WARRANTIESWHETHER ORAL, WRITTEN, EXPRESS, IMPLIED OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer infringes any patent, provided Xxxxx is promptly notified in writing of such suit or proceeding and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to defend or settle any such suit or proceedingSTATUTORY.

Patents. Xxxxxx Seller agrees to settle or and defend any suit or proceeding brought against Xxxxx Buyer insofar as such suit or proceeding is based on a claim that any Product constitutes goods supplied by Seller to Buyer hereunder constitute direct infringement of any issued United States patent. Seller shall pay all damages and costs finally awarded therein against XxxxxBuyer, provided Seller is informed by Xxxxx Buyer in writing within ten (10) calendar days after receipt by Xxxxx Buyer and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to settle or defend such suit or proceeding. In the event such Product goods or any part thereof isare, in such suit, held held, to constitute infringement and the use of such Product goods, or part thereof is enjoined, Seller shall, by its own election and at its own expense, either (a) procure for Buyer the right to continue using such Productthereof, or modify it them so that it becomes they become non-infringing, infringing or (b) remove such Productgoods, or part thereof, and grant Buyer a credit thereon and accept its their return. Seller shall not be obligated to settle or defend any suit or proceeding, or be liable for any costs or damages, if the Buyer is in breach of any term herein or the alleged infringement arises out of compliance with Buyer’s 's specifications or any addition to or modification of the Product goods after delivery thereof or from use of the Product goods or any part thereof in conjunction with other goods or in the practice of a process. Seller’s 's obligations hereunder shall not apply to any alleged infringement occurring after Xxxxx Buyer has received notice of such alleged infringement unless Xxxxxx Seller thereafter gives Xxxxx Buyer express written consent for such continuing alleged infringement. Seller shall not be bound in any manner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENTnor shall Seller be liable for any incidental, special, indirect or consequential damages arising out of patent infringement. Seller’s 's liability hereunder shall not exceed the purchase price actually paid by Xxxxx Buyer for the allegedly infringing Product. If goods, if infringement is alleged prior to the completion of delivery of a Productthe goods, Seller may decline to make further shipments without being in breach of this Agreementagreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product goods furnished hereunder according to designs or specifications furnished by Buyer infringes infringe any United States patent, provided Xxxxx provide Buyer is promptly notified in writing of such suit or proceeding and is given all full authority (including the right to of exclusive control of the defense of any suit or proceeding), information and assistance necessary to defend or settle any such suit or proceeding.

Patents. Xxxxxx agrees to settle or defend any suit or proceeding brought against Xxxxx insofar as such suit or proceeding is based on a claim that any Product constitutes goods supplied by Seller to Buyer hereunder constitute direct infringement of any issued United States patent. Seller shall pay all damages and costs cost finally awarded therein against Xxxxx, provided Seller is informed by Xxxxx in writing within ten (10) calendar days after receipt by Xxxxx and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to settle or defend such suit or proceeding. In the event such Product goods or any part thereof isparts thereof, in such suit, held to constitute infringement and the use of such Product goods or part thereof is enjoined, conjoined. Seller shall, by its own election and at its own expense, either (a) procure for Buyer the right to continue using such Productgoods, or part thereof, or modify it them so that it becomes they become non-infringing, infringing or (b) remove such Productgoods, or part thereof, and grant Buyer a credit thereon and accept its their return. Seller shall not be obligated to settle settle, or defend any suit or proceeding, or be liable for any costs or of damages, if the Buyer is in breach of any term herein or the alleged infringement arises out of compliance with Buyer’s specifications or any addition to or modification of the Product goods after delivery thereof or from use of the Product goods or any part thereof in conjunction with other goods or in the practice of a process. Seller’s obligations hereunder shall not apply to any alleged infringement occurring after Xxxxx has received notice of such alleged infringement unless Xxxxxx thereafter gives Xxxxx express written consent for such continuing alleged infringement. Seller shall not be bound in any manner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENTnor shall Seller be liable for any incidental or consequential damages arising out of patent infringement. Seller’s liability hereunder shall not exceed the purchase price paid by Xxxxx for the allegedly infringing Product. If goods, if infringement is alleged prior to completion of delivery of a Product, the goods. Seller may decline to make further shipments without being in breach of this Agreementagreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS WARRANTIES EXPRESSED OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product goods furnished hereunder according to designs or specifications furnished by Buyer infringes infringe any United States patent, provided Xxxxx is promptly notified in writing of or such suit or proceeding and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to defend or settle any such suit or proceeding.

Patents. Xxxxxx agrees A. Seller warrants that any Product, or part thereof, manufactured by Seller and furnished hereunder (“Product”) shall be free of any rightful claim of any third party for infringement of any United States patent. If Buyer notifies Seller promptly of the receipt of any claim that such Product or part infringes a United States patent and gives Seller information, assistance and exclusive authority to settle and defend such claim, Seller shall, at its own expense and option, either: (i) settle or defend such claim or any suit or proceeding brought against Xxxxx insofar as such suit or proceeding is based on a claim that any Product constitutes direct infringement of any issued United States patent. Seller shall arising therefrom and pay all damages and costs finally awarded therein against XxxxxBuyer, provided Seller is informed by Xxxxx in writing within ten or (10) calendar days after receipt by Xxxxx and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to settle or defend such suit or proceeding. In the event such Product or any part thereof is, in such suit, held to constitute infringement and the use of such Product or part thereof is enjoined, Seller shall, by its own election and at its own expense, either (aii) procure for Buyer the right to continue using such ProductProduct or part, or (iii) modify it the Product or part so that it becomes non-infringing, or (biv) replace the Product or part with a non-infringing Product or part, or (v) remove such Product, the Product or part thereofand refund the purchase price (less reasonable depreciation and any transportation or installation costs which have been separately paid by Buyer). If, and grant Buyer a credit thereon and accept its return. Seller shall not be obligated to settle or defend in any such suit or proceedingarising from such claim, or be liable for any costs or damages, if the Buyer is in breach of any term herein or the alleged infringement arises out of compliance with Buyer’s specifications or any addition to or modification of the Product after delivery thereof or from continued use of the Product or any part thereof in conjunction with other goods or in for the practice of a process. Seller’s obligations hereunder shall not apply to any alleged infringement occurring after Xxxxx has received notice of such alleged infringement unless Xxxxxx thereafter gives Xxxxx express written consent for such continuing alleged infringement. Seller shall not be bound in any manner purpose intended is enjoined by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed the purchase price paid by Xxxxx for the allegedly infringing Product. If infringement is alleged prior to completion court of delivery of a Productcompetent jurisdiction, Seller may decline to make further shipments without being in breach shall, at its option, take one or more of this Agreementthe actions under (ii), (iii), (iv) or (v) above. THE FOREGOING STATES THE SOLE AND EXCLUSIVE ENTIRE LIABILITY OF SELLER FOR PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT INFRINGEMENT OF ANY PRODUCT OR PART AND IS SUBJECT TO THE LIMITATIONS OF LIABILITY SET FORTH HEREIN. B. The preceding paragraph shall not apply: (i) to any product or part which is manufactured to Buyer’s design, or (ii) to the use of any Product or part furnished hereunder in conjunction with any other apparatus or material. As to any product, Product, part, or use described in the preceding sentence, Seller assumes no liability whatsoever for patent infringement. C. With respect to any vendor product or part, or Product (or part thereof), or part or accessory, sold by Seller which is not manufactured by Seller, only the patent indemnity of the other manufacturer, if any, shall apply. D. THE PATENT WARRANTY AND INDEMNITY OBLIGATIONS RECITED ABOVE ARE IN LIEU OF ANY ALL OTHER PATENT WARRANTIES AND ALL REPRESENTATIONSINDEMNITIES WHATSOEVER, WARRANTIESWHETHER ORAL, WRITTEN, EXPRESS, IMPLIED OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer infringes any patent, provided Xxxxx is promptly notified in writing of such suit or proceeding and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to defend or settle any such suit or proceedingSTATUTORY.

Patents. Xxxxxx agrees to settle or defend If notified promptly in writing of any suit or proceeding action (and all prior claims relating thereto) brought against Xxxxx insofar as such suit Buyer alleging that Buyer's use or proceeding is based on other disposition of product infringes a claim that any Product constitutes direct infringement of any issued United States patent. Seller shall patent or copyright, ADAP will defend such action at its expense and will pay all the costs and damages and costs finally awarded therein against XxxxxBuyer in such action, provided Seller is informed by Xxxxx in writing within ten (10) calendar days after receipt by Xxxxx and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given all authority (including the right to exclusive that ADAP will have sole control of and authority with respect to the defense of any suit such action and all negotiations for its settlement or proceeding), information and assistance necessary to settle or defend such suit or proceedingcompromise. In the event such Product or any part thereof is, If a final injunction is obtained in such suit, held to constitute infringement and the action against Buyer's use of such Product the product or part thereof if in ADAP's opinion the product is enjoinedlikely to become the subject of claim or infringement, Seller shallADAP will, by at its own election option and at its own expense, either (a) : procure for Buyer the right to continue using such Product, the product; or replace or modify it the same so that it becomes they become non-infringing; or accept return of the product and refund or credit the amount of the original net purchase price, less a reasonable charge for depreciation and damage. ADAP will not have any liability to Buyer if the alleged infringement is based upon: (a) use or sale of the product in combination with other products or devices which are not made by ADAP; (b) remove such Product, use of the product in practicing any process; or part thereof, and grant (c) the furnishing to Buyer a credit thereon and accept its return. Seller shall not be obligated to settle or defend any suit or proceeding, or be liable for any costs or damages, if the Buyer is in breach of any term herein information, service or other assistance. No costs nor expenses will be incurred for the alleged infringement arises out account of ADAP without the prior written consent of ADAP. In no event will ADAP's total liability to Buyer under or as a result of compliance with Buyer’s specifications or any addition the provisions of this clause exceed the sum paid to or modification ADAP by Buyer for the allegedly infringing product. The foregoing states the entire liability of ADAP with respect to alleged infringement of patents and copyrights by the Product after delivery thereof or from use of the Product product or any part thereof in conjunction with or by its operation. This Section states the entire liability of ADAP for any infringement of patent, copyright, trademark, trade secret, or other goods intellectual property rights. Buyer will defend, indemnify and hold ADAP harmless against any loss, damages, costs, fees (including attorneys' fees) and expenses awarded against or in the practice of a process. Seller’s obligations hereunder shall not apply to any incurred by ADAP for alleged infringement occurring after Xxxxx has received notice of such alleged infringement unless Xxxxxx thereafter gives Xxxxx express written consent for such continuing alleged infringement. Seller shall not be bound in any manner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed the purchase price paid by Xxxxx for the allegedly infringing Product. If infringement is alleged prior to completion of delivery of a Product, Seller may decline to make further shipments without being in breach of this Agreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer infringes any patent, provided Xxxxx is promptly notified in writing of such suit or proceeding and is given all authority (including the right to exclusive control of the defense of any suit patents, copyrights, trademarks, or proceeding)other intellectual property rights of any person or entity which result from ADAP's use of or compliance with Buyer's designs, information and assistance necessary to defend specifications or settle any such suit or proceedinginstructions.

Patents. Xxxxxx agrees to settle or defend any suit or proceeding brought against Xxxxx insofar as such suit or proceeding is based on a claim that any Product constitutes direct infringement of any patent issued United States patentin the country where Seller is located. Seller shall pay all damages and costs finally awarded therein against Xxxxx, provided Seller is informed by Xxxxx in writing within ten (10) calendar days after receipt by Xxxxx and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to settle or defend such suit or proceeding. In the event such Product or any part thereof is, in such suit, held to constitute infringement and the use of such Product or part thereof is enjoined, Seller shall, by its own election and at its own expense, either either (a) procure for Buyer the right to continue using such Product, or modify it so that it becomes non-infringing, or (b) remove such Product, or part thereof, and grant Buyer a credit thereon and accept its return. Seller shall not be obligated to settle or defend any suit or proceeding, or be liable for any costs or damages, if the Buyer is in breach of any term herein or the alleged infringement arises out of compliance with Buyer’s specifications or any addition to or modification of the Product after delivery thereof or from use of the Product or any part thereof in conjunction with other goods or in the practice of a process. Seller’s obligations hereunder shall not apply to any alleged infringement occurring after Xxxxx has received notice of such alleged infringement unless Xxxxxx thereafter gives Xxxxx express written consent for such continuing alleged infringement. Seller shall not be bound in any manner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed the purchase price paid by Xxxxx for the allegedly infringing Product. If infringement is alleged prior to completion of delivery of a Product, Seller may decline to make further shipments without being in breach of this Agreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer infringes any patent, provided Xxxxx is promptly notified in writing of such suit or proceeding and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to defend or settle any such suit or proceeding.

Patents. Xxxxxx agrees Buyer shall indemnify, defend and hold Seller harmless against any expenses, damages or costs resulting from any suit or proceeding brought for infringement of patents or trademarks or unfair competition arising from compliance with Buyer's designs or specifications or instructions. With respect to settle products manufactured solely to Seller's designs or specifications, Seller shall defend any suit or proceeding brought against Xxxxx insofar Buyer so far as based on a claim that any such products, or any parts thereof, furnished hereunder constitutes an infringement of any patent of the United States, if notified promptly of such claim in writing and given authority, information and assistance (at Seller's expenses) for the defense of same, and Seller shall pay all damages and costs awarded therein against Buyer. In case said products or any parts thereof, are in such suit held to constitute infringement and the use of said products or parts is enjoined, Seller shall, in its sole discretion, at its own expense, wither procure for the Buyer the right to continue using said products or parts or replace same with noninfringing products, or modify them so they become noninfringing, or remove said products and refund the purchase price and the transportation costs thereof. The foregoing states the entire liability of the Seller of patent infringement by the said products or any part thereof. Seller shall not be liable for any costs or damages incurred by Buyer as a result of any suit or proceeding brought against the Buyer and Buyer will indemnify, defend and hold Seller harmless from any expenses, damages or costs resulting from any suit or proceeding brought against Seller, either severally, or jointly with Buyer, so far as such suit or processing brought against Seller, wither severally, or jointly with Buyer, so far as such suit or proceeding is based on a claim claims (a) that any Product constitutes direct infringement use of any issued United States patent. product or any part thereof, furnished hereunder, in combination with products not supplied by Seller shall pay all damages and costs finally awarded therein against Xxxxx, provided Seller is informed by Xxxxx in writing within ten or (10b) calendar days after receipt by Xxxxx and furnished that a copy of each communication, notice manufacturing or other action relating to the alleged infringement and is given all authority (including the right to exclusive control of the defense of process utilizing any suit or proceeding)product, information and assistance necessary to settle or defend such suit or proceeding. In the event such Product or any part thereof isfurnished hereunder, in such suitconstitute either direct or contributory infringement of any patent of the United States. Sale of products or any parts thereof, held hereunder confers on the Buyer no license under any patent rights of Seller governing or relating to constitute infringement and the use of such Product or part thereof is enjoined, Seller shall, by its own election and at its own expense, either (a) procure for Buyer the right structure of any devices to continue using such Product, which the products or modify it so that it becomes non-infringingparts may be applied, or (b) remove such Product, a process or part thereof, and grant Buyer a credit thereon and accept its return. Seller shall not machine in connection with which they may be obligated to settle or defend any suit or proceeding, or be liable for any costs or damages, if the Buyer is in breach of any term herein or the alleged infringement arises out of compliance with Buyer’s specifications or any addition to or modification of the Product after delivery thereof or from use of the Product or any part thereof in conjunction with other goods or in the practice of a process. Seller’s obligations hereunder shall not apply to any alleged infringement occurring after Xxxxx has received notice of such alleged infringement unless Xxxxxx thereafter gives Xxxxx express written consent for such continuing alleged infringement. Seller shall not be bound in any manner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed the purchase price paid by Xxxxx for the allegedly infringing Product. If infringement is alleged prior to completion of delivery of a Product, Seller may decline to make further shipments without being in breach of this Agreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer infringes any patent, provided Xxxxx is promptly notified in writing of such suit or proceeding and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to defend or settle any such suit or proceedingused.

Patents. Xxxxxx Seller agrees to settle or defend any suit or proceeding brought against Xxxxx Buyer insofar as such suit or proceeding is based on a claim that any Product constitutes direct infringement of any issued United States patent. Seller shall pay all damages and costs finally awarded therein against XxxxxBuyer, provided Seller is informed by Xxxxx Buyer in writing within ten (10) calendar days after receipt by Xxxxx Buyer and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to settle or defend such suit or proceeding. In the event such Product or any part thereof is, in such suit, held to constitute infringement and the use of such Product or part thereof is enjoined, Seller shall, by its own election and at its own expense, either (a) procure for Buyer the right to continue using such Product, or modify it so that it becomes non-infringing, or (b) remove such Product, or part thereof, and grant Buyer a credit thereon and accept its return. Seller shall not be obligated to settle or defend any suit or proceeding, or be liable for any costs or damages, if the Buyer is in breach of any term herein or the alleged infringement arises out of compliance with Buyer’s specifications or any addition to or modification of the Product after delivery thereof or from use of the Product or any part thereof in conjunction with other goods or in the practice of a process. Seller’s obligations hereunder shall not apply to any alleged infringement occurring after Xxxxx Buyer has received notice of such alleged infringement unless Xxxxxx Seller thereafter gives Xxxxx Buyer express written consent for such continuing alleged infringement. Seller shall not be bound in any manner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed the purchase price paid by Xxxxx Buyer for the allegedly infringing Product. If infringement is alleged prior to completion of delivery of a Product, Seller may decline to make further shipments without being in breach of this Agreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer infringes any patent, provided Xxxxx Buyer is promptly notified in writing of such suit or proceeding and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to defend or settle any such suit or proceeding.

Patents. Xxxxxx Seller agrees to settle or defend any suit or proceeding brought against Xxxxx Buyer insofar as such suit or proceeding is based on a claim that any Product constitutes direct infringement of any issued United States PRC patent. Seller shall pay all damages and costs finally awarded therein against XxxxxBuyer, provided Seller is informed by Xxxxx Buyer in writing within ten (10) calendar days after receipt by Xxxxx Buyer and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to settle or defend such suit or proceeding. In the event such Product or any part thereof is, in such suit, held to constitute infringement and the use of such Product or part thereof is enjoined, Seller shall, by its own election and at its own expense, either (a) procure for Buyer the right to continue using such Product, or modify it so that it becomes non-infringing, or (b) remove such Product, or part thereof, and grant Buyer a credit thereon and accept its return. Seller shall not be obligated to settle or defend any suit or proceeding, or be liable for any costs or damages, if the Buyer is in breach of any term herein or the alleged infringement arises out of compliance with Buyer’s specifications or any addition to or modification of the Product after delivery thereof or from use of the Product or any part thereof in conjunction with other goods or in the practice of a process. Seller’s obligations hereunder shall not apply to any alleged infringement occurring after Xxxxx Buyer has received notice of such alleged infringement unless Xxxxxx Seller thereafter gives Xxxxx Buyer express written consent for such continuing alleged infringement. Seller shall not be bound in any manner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed the purchase price paid by Xxxxx for the allegedly infringing Product. If infringement is alleged prior to completion of delivery of a Product, Seller may decline to make further shipments without being in breach of this Agreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer infringes any patent, provided Xxxxx is promptly notified in writing of such suit or proceeding and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to defend or settle any such suit or proceeding.OUT

Patents. Xxxxxx (a) Subject to the limitations set forth below, Supplier agrees to settle or defend any suit or proceeding brought indemnify Buyer against Xxxxx insofar as such suit or proceeding is based on a claim that any Product constitutes direct court assessed damages and costs (excluding consequential damages) resulting from infringement of any issued United States patent. Seller shall pay all damages and costs finally awarded therein against XxxxxLetters Patent existing on the date of this order by any Goods offered for sale generally by Supplier on said date, provided Seller is informed by Xxxxx that said Goods are in writing within ten (10) calendar days after receipt by Xxxxx and the condition furnished a copy of each communication, notice or other action relating to the alleged Buyer by Supplier. Supplier’s liability respecting patent infringement and shall be limited to the purchase price of the particular Goods. Upon receipt of notice from the Buyer of a charge of infringement respecting Goods for which Supplier is given all authority (including obligated to indemnify Buyer, Supplier, as full discharge of its obligations to indemnify Buyer, shall have the right to exclusive control of the defense of any suit or proceeding), information at Supplier’s option and assistance necessary to settle or defend such suit or proceeding. In the event such Product or any part thereof is, in such suit, held to constitute infringement and the use of such Product or part thereof is enjoined, Seller shall, by its own election and at its own expense, either to: (ai) procure for Buyer the right to continue using such Productthe Goods, (ii) replace or modify it so that it becomes non-infringingthe offending Goods (or the offending part or component thereof), or (biii) remove such Product, or part thereof, and grant to the Buyer a credit thereon for the offending Goods or severable component as applicable upon return of the offending Goods from the Buyer. (b) The parties agree to provide information and accept reasonable assistance to each other, upon request, to the extent that such information and assistance are required by such party to defend against any infringement claim arising under this Section. (c) Neither party shall be entitled to indemnification under this Section as to any claim or infringement concerning which it does not give to the other party prompt notice in writing upon learning of such claim and full opportunity, at the expense of such other party, to defend and dispose of such claim of infringement, or concerning any claim for which it admits liability or makes settlement, or if the party seeking indemnification does not fulfill its returnobligations under Section 14(b) of this Schedule C. (d) The sale of Goods covered by this order shall not grant to Buyer any right or license of any kind under any patent owned or controlled by Supplier under which Supplier is licensed. Seller The foregoing shall not be obligated understood to settle or defend limit in any suit or proceedingway the right of Buyer to use and sell such Goods, or be liable for any costs or damages, if the Buyer is in breach of any term herein or the alleged infringement arises out of compliance with Buyer’s specifications or any addition to or modification of the Product after delivery thereof or from use of the Product or any part thereof in conjunction with other goods or in the practice of a process. Seller’s obligations event that such Goods as sold hereunder shall not apply to any alleged infringement occurring after Xxxxx has received notice of such alleged infringement unless Xxxxxx thereafter gives Xxxxx express written consent for such continuing alleged infringement. Seller shall not be bound in any manner are covered by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed the purchase price paid by Xxxxx for the allegedly infringing Product. If infringement is alleged prior to completion of delivery of a Product, Seller may decline to make further shipments without being in breach of this Agreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer infringes any such patent, provided Xxxxx is promptly notified in writing of such suit or proceeding and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to defend or settle any such suit or proceeding.

Patents. Xxxxxx agrees to ATS warrants that the ATS Product shall be delivered free of any rightful claim of a third party for infringement of any valid Canadian or United States patent. Upon prompt notification from Buyer in writing and given all the reasonably necessary authority, information and assistance for the defence of same, ATS shall defend or settle or defend in its sole judgement, at ATS’ expense, any suit or proceeding brought against Xxxxx insofar as such suit or proceeding is the Buyer based on upon a claim that any the ATS Product constitutes direct an infringement of any issued United States such a patent. Seller ATS shall pay all damages and costs finally awarded therein against Xxxxx, provided Seller the Buyer due to such infringement. TASER International Cartridge Assembly Line In case the ATS Product is informed by Xxxxx held in writing within ten (10) calendar days after receipt by Xxxxx and furnished a copy of each communication, notice or other action relating such suit to the alleged constitute an infringement and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to settle or defend such suit or proceeding. In the event such Product or any part thereof is, in such suit, held to constitute infringement and the its use of such Product or part thereof is enjoined, Seller ATS shall, by its own election and at its own expenseexpense and option, either (a) procure for the Buyer the right to continue using such to use the ATS Product, or replace same with a non-infringing product or part having the same functionality, or modify it same so that it becomes non-infringing, without diminution in functionality or remove the ATS Product and refund the purchase price of the infringing part of the ATS Product (less depreciation for any period of use on a straight line basis over a period of ten (10) years from the date of the applicable Purchase Order) and any transportation costs separately paid by the Buyer. The patent warranty shall not apply to: (i) any product or part which is modified or manufactured to the Buyer’s design to the extent infringement results from Buyer’s design; (ii) any product of a third party as specified by the Buyer incorporated in the ATS Product; (iii) the use of any ATS Product furnished to Buyer in combination with other products not furnished by ATS, unless the ATS Product, per se, infringes the asserted patent; or (biv) remove any infringement relating to Buyer’s prescribed manufacturing processes. As to any such Product, excluded product or part thereof, ATS assumes no liability whatsoever for patent infringement and grant Buyer a credit thereon and accept its return. Seller shall not be obligated to settle or defend any suit or proceeding, or be liable for any costs or damages, if the Buyer is in breach of shall hold ATS harmless against any term herein or the alleged infringement arises out of compliance with Buyer’s specifications or any addition to or modification of the Product after delivery thereof or from use of the Product or any part thereof in conjunction with other goods or in the practice of a process. Seller’s obligations hereunder shall not apply to any alleged infringement occurring after Xxxxx has received notice of such alleged infringement unless Xxxxxx thereafter gives Xxxxx express written consent for such continuing alleged infringement. Seller shall not be bound in any manner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed the purchase price paid by Xxxxx for the allegedly infringing Product. If infringement is alleged prior to completion of delivery of a Product, Seller may decline to make further shipments without being in breach of this Agreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer infringes any patent, provided Xxxxx is promptly notified in writing of such suit or proceeding and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to defend or settle any such suit or proceedingclaim arising therefrom.

Patents. Xxxxxx agrees The VAR shall indemnify and hold Mitel harmless against any expense or loss resulting from any claims for actual or alleged infringement of patents or trade marks arising from compliance by Mitel with VAR's designs, specifications or instructions. The sale of goods by Mitel does not convey any license, by implication, estoppel, or otherwise, under patent claims covering combinations of said goods with other devices or elements. Subject to settle or the foregoing, Mitel will defend at its own expense, any suit or proceeding action brought against Xxxxx insofar as such suit or proceeding the VAR, to the extent that it is based on a claim that the goods supplied by Mitel infringe a Caribbean, Canadian or U.S. patent and Mitel will pay the costs and damages finally awarded against the VAR in any Product constitutes direct infringement action which are attributable to any such claim, but such defence and payments are conditioned on the following: a) that Mitel shall be notified promptly in writing by the VAR of any issued United States patent. Seller notice of such claim; b) that Mitel shall pay all damages and costs finally awarded therein against Xxxxx, provided Seller is informed by Xxxxx in writing within ten (10) calendar days after receipt by Xxxxx and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given all authority (including the right to exclusive have sole control of the defense defence of any suit action on such claim and all negotiations for its settlement or proceeding), information compromise; c) that any claim must not relate to the use of the goods in a manner or for a purpose not specified by Mitel or to the use or sale of any equipment not supplied by Mitel but which includes or is used in combination with goods so supplied; and d) that the VAR shall not have made and assistance necessary to settle or defend shall not make any admissions in respect of such suit or proceedingalleged infringement. In the event such Product that the goods or any part thereof isbecome, or in such suitMitel's opinion are likely to become, held to constitute the subject of a claim of infringement and of a Caribbean, Canadian or U. S. patent or if the use of such Product the goods or any part thereof is enjoinedenjoined in any such infringement suit, Seller shallthe VAR shall permit Mitel, by its own election and at its own option and expense, to either (a) procure for Buyer the VAR the right to continue using such Productsaid goods or any part thereof, to replace or modify it the same so that it becomes they become non-infringing, or (b) to remove such Product, or part said goods and refund the purchase price and the transportation costs thereof, and grant Buyer a credit thereon and accept its return. Seller shall not be obligated The foregoing states the entire liability of Mitel with respect to settle or defend any suit or proceeding, or be liable for any costs or damages, if infringement of patents by the Buyer is in breach of any term herein or the alleged infringement arises out of compliance with Buyer’s specifications or any addition to or modification of the Product after delivery thereof or from use of the Product said goods or any part thereof in conjunction with other goods or in the practice of a process. Seller’s obligations hereunder shall not apply to any alleged infringement occurring after Xxxxx has received notice of such alleged infringement unless Xxxxxx thereafter gives Xxxxx express written consent for such continuing alleged infringement. Seller shall not be bound in any manner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed the purchase price paid by Xxxxx for the allegedly infringing Product. If infringement is alleged prior to completion of delivery of a Product, Seller may decline to make further shipments without being in breach of this Agreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer infringes any patent, provided Xxxxx is promptly notified in writing of such suit or proceeding and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to defend or settle any such suit or proceedingthereof.

Patents. Xxxxxx (a) HITEL agrees to settle or defend defend, at its expense, any suit or proceeding brought against Xxxxx insofar as such suit or proceeding is DISTRIBUTOR based on upon a third party claim that any Product constitutes of direct infringement of any issued United States patenta U.S. patent by PRODUCTS furnished hereunder. Seller shall pay all HITEL also agrees to hold DISTRIBUTOR harmless against actual damages for such direct infringement. (b) HITEL's agreement to defend and costs finally its obligation to indemnify DISTRIBUTOR herein, which extends only to actual damages for direct infringement of a U. S. patent which are awarded therein against Xxxxx, provided Seller is informed by Xxxxx DISTRIBUTOR in writing within ten (10) calendar days after receipt by Xxxxx and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to settle or defend such suit or proceeding. In , are subject to the event such Product or any part thereof isfollowing terms and conditions: (1) The agreement and obligation shall arise only if DISTRIBUTOR gives HITEL prompt notice of the infringement claim; grants HITEL, in writing, exclusive control over its defense and settlement; and provides reasonable information and assistance to HITEL at HITEL's expense, in the defense of such suitclaim; (2) The agreement and obligation will cover only the PRODUCT as delivered by HITEL to DISTRIBUTOR and not to any modification or addition made by DISTRIBUTOR or third parties; (3) The agreement and obligation shall not cover: (i) any claim based on the furnishing of any information, held service or technical support to constitute DISTRIBUTOR; or (ii) any claim of infringement and of any third party's rights arising from use of any PRODUCT furnished hereunder in combination with any other products or articles if such infringement would be avoided by the use of the PRODUCT alone, nor does it extend to any PRODUCT furnished hereunder of DISTRIBUTOR's design or formula; or (iii) any claim that the use of the PRODUCTS furnished hereunder infringes any third party's process patent rights; or (iv) any claim of infringement of any -third party's rights in respect to patents, where it is the policy of such Product third party to offer patent license agreements separately to end users; (4) If an infringement claim is asserted, or part thereof is enjoinedif HITEL believes one likely, Seller shallHITEL will have the right, by its own election and at its own expense, either but not the obligation: (ai) to procure for Buyer DISTRIBUTOR the right to continue using use the PRODUCTS furnished hereunder for the use contemplated by HITEL and DISTRIBUTOR in making this Agreement; (ii) to modify the PRODUCTS furnished hereunder as appropriate to avoid such Productrightful claim of infringement, or modify it so that it becomes non-infringing, as long as modification for this purpose does not materially impair the operation thereof; or (biii) remove such Product, or part thereof, to accept the PRODUCT returned and grant Buyer a credit thereon and accept its return. Seller shall not be obligated to settle or defend any suit or proceeding, or be liable reimburse DISTRIBUTOR for any costs or damages, if the Buyer is in breach of any term herein or the alleged infringement arises out of compliance with Buyer’s specifications or any addition to or modification of the Product after delivery thereof or from use of the Product or any part thereof in conjunction with other goods or in the practice of a process. Seller’s obligations hereunder shall not apply to any alleged infringement occurring after Xxxxx has received notice of such alleged infringement unless Xxxxxx thereafter gives Xxxxx express written consent for such continuing alleged infringement. Seller shall not be bound in any manner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed the purchase price paid thereof less a reasonable charge for wear and tear; and (5) The sale of any PRODUCT hereunder does not convey any license by Xxxxx for the allegedly infringing Product. If implication, estoppel, or otherwise covering combinations of any PRODUCT furnished hereunder with other devices, articles or elements. (c) DISTRIBUTOR shall indemnify and hold HITEL and its supplier(s) harmless against any expense or liability from claims of patent infringement is alleged prior of any patents related to completion PRODUCTS sold hereunder arising from: (i) HITEL's compliance with specifications or instructions furnished by DISTRIBUTOR; (ii) use of delivery any PRODUCT hereunder in connection with a manufacturing or other process; or (iii) use of a Product, Seller may decline to make further shipments without being any PRODUCT in breach of this Agreementcombination with products not supplied by HITEL. THE FOREGOING STATES THE SOLE AND HITEL'S EXCLUSIVE LIABILITY OBLIGATION WITH RESPECT TO CLAIMS OF SELLER FOR PATENT INFRINGEMENT OF PROPRIETARY RIGHTS OF ANY KIND, AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, OTHER WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, . IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer infringes any patent, provided Xxxxx is promptly notified in writing of such suit or proceeding and is given all authority (including the right to exclusive control of the defense of any suit or proceedingNO EVENT SHALL HITEL'S TOTAL LIABILITY TO DISTRIBUTOR EXCEED THE PURCHASE PRICE RECEIVED BY HITEL FROM DISTRIBUTOR OF THE ALLEGED INFRINGING PRODUCT(S), information and assistance necessary to defend or settle any such suit or proceeding.

Patents. Xxxxxx (a) HITEL agrees to settle or defend defend, at its expense, any suit or proceeding brought against Xxxxx insofar as such suit or proceeding is DISTRIBUTOR based on upon a third party claim that any Product constitutes of direct infringement of any issued United States patent. Seller shall pay all a U.S. patent by HITEL PRODUCTS furnished hereunder, HITEL also agrees to hold DISTRIBUTOR harmless against actual damages for such direct infringement. (b) HITEL’s agreement to defend and costs finally its obligation to indemnify DISTRIBUTOR herein, which extends only to actual damages for direct infringement of a U. S. patent which are awarded therein against Xxxxx, provided Seller is informed by Xxxxx DISTRIBUTOR in writing within ten (10) calendar days after receipt by Xxxxx and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to settle or defend such suit or proceeding. In , are subject to the event such Product or any part thereof isfollowing terms and conditions: (1) The agreement and obligation shall arise only if DISTRIBUTOR gives HITEL prompt notice of the infringement claim; grants HITEL, in writing, exclusive control over its defense and settlement; and provides reasonable information and assistance to HITEL at HITEL’s expense, in the defense of such suitclaim; (2) The agreement and obligation will cover only the HITEL PRODUCT as delivered by HITEL to DISTRIBUTOR and not to any modification or addition made by DISTRIBUTOR or third parties; (3) The agreement and obligation shall not cover: (i) any claim based on the furnishing of any information, held service or technical support to constitute DISTRIBUTOR; or (ii) any claim of infringement and of any third party’s rights arising from use of any HITEL PRODUCT furnished hereunder in combination with any other products or articles if such infringement would be avoided by the use of the HITEL PRODUCT alone, nor does it extend to any HITEL PRODUCT furnished hereunder of DISTRIBUTOR’S design or formula; or (iii) any claim that the use of the HITEL PRODUCTS furnished hereunder infringes any third party’s process patent rights; or (iv) any claim of infringement of any third party’s rights in respect to patents, where it is the policy of such Product third party to offer patent license agreements separately to end users; (4) If an infringement claim is asserted, or part thereof is enjoinedif HITEL believes one likely, Seller shallHITEL will have the right, by its own election and at its own expense, either but not the obligation: (ai) to procure for Buyer DISTRIBUTOR the right to continue using use the HITEL PRODUCTS furnished hereunder for the use contemplated by HITEL and DISTRIBUTOR in making this Agreement; (ii) to modify the HITEL PRODUCTS furnished hereunder as appropriate to avoid such Productrightful claim of infringement, or modify it so that it becomes non-infringing, as long as modification for this purpose does not materially impair the operation thereof; or (biii) remove such Product, or part thereof, to accept the HITEL PRODUCT returned and grant Buyer a credit thereon and accept its return. Seller shall not be obligated to settle or defend any suit or proceeding, or be liable reimburse DISTRIBUTOR for any costs or damages, if the Buyer is in breach of any term herein or the alleged infringement arises out of compliance with Buyer’s specifications or any addition to or modification of the Product after delivery thereof or from use of the Product or any part thereof in conjunction with other goods or in the practice of a process. Seller’s obligations hereunder shall not apply to any alleged infringement occurring after Xxxxx has received notice of such alleged infringement unless Xxxxxx thereafter gives Xxxxx express written consent for such continuing alleged infringement. Seller shall not be bound in any manner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed the purchase price paid thereof less a reasonable charge for wear and tear; and (5) The sale of any PRODUCT hereunder does not convey any license by Xxxxx for the allegedly infringing Product. If implication, estoppel, or otherwise covering combinations of any PRODUCT furnished hereunder with other devices, articles or elements. (c) DISTRIBUTOR shall indemnify and hold HITEL and its supplier(s) harmless against any expense or liability from claims of patent infringement is alleged prior of any patents related to completion PRODUCTS sold hereunder arising from: (i) HITEL’s compliance with specifications or instructions furnished by DISTRIBUTOR; (ii) use of delivery any PRODUCT hereunder in connection with a manufacturing or other process; or (iii) use of a Product, Seller may decline to make further shipments without being any PRODUCT in breach of this Agreementcombination with products not supplied by HITEL. THE FOREGOING STATES THE SOLE AND HITEL’S EXCLUSIVE LIABILITY OBLIGATION WITH RESPECT TO CLAIMS OF SELLER FOR PATENT INFRINGEMENT OF PROPRIETARY RIGHTS OF ANY KIND, AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, OTHER WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, . IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer infringes any patent, provided Xxxxx is promptly notified in writing of such suit or proceeding and is given all authority (including the right to exclusive control of the defense of any suit or proceedingNO EVENT SHALL HITEL’S TOTAL LIABILITY TO DISTRIBUTOR EXCEED THE PURCHASE PRICE RECEIVED BY HITEL FROM DISTRIBUTOR OF THE ALLEGED INFRINGING HITEL PRODUCT(S), information and assistance necessary to defend or settle any such suit or proceeding.

Patents. Xxxxxx agrees to settle or defend Notwithstanding any other limitations of liability in this Agreement, if any suit or proceeding is brought against Xxxxx insofar as such suit or proceeding is based on a claim that any Product constitutes direct Buyer for infringement of any issued United States patent. Seller shall pay all damages and costs finally awarded therein against Xxxxx, provided Seller is informed by Xxxxx in writing within ten (10) calendar days after receipt by Xxxxx and furnished a copy patents alleging that the silicon metal delivered under this Agreement or that Seller's method of each communication, notice or other action relating to the alleged infringement and is given all authority (including the right to exclusive control of the defense of manufacturing it infringes any suit or proceeding), information and assistance necessary to settle or defend such suit or proceeding. In the event such Product or any part thereof is, in such suit, held to constitute infringement and the use of such Product or part thereof is enjoinedpatents, Seller shall, by its own election and at its own expense, either (a) procure for Buyer defend and control the right to continue using such Product, or modify it so that it becomes non-infringing, or (b) remove such Product, or part thereofsuit against these allegations only, and grant shall pay any award of damages assessed against Buyer a credit thereon in the suit to the extent only that the damages are awarded in connection specifically with the alleged infringement, provided Buyex xxxes Seller prompt notice in writing of the institution of the suit and, to the full extent of the Buyer's power to do so, Buyex xxxmits Seller to defend and accept its returncontrol the suit against these allegations. The above fully expresses Buyer's exclusive remedy and Seller's sole liability with respect to infringement of any patent by the silicon metal delivered under this Agreement, and Seller shall not be obligated expressly disclaims any express or implied warranty against infringement with respect to settle or defend any suit or proceeding, or such silicon metal. In no case will Seller be liable for to defend or pay any costs or damages, if the award of damages assessed against Buyer is in breach of any term herein or the alleged infringement arises out of compliance with Buyer’s specifications or any addition to or modification of the Product after delivery thereof or from use of the Product or any part thereof in conjunction with other goods or in the practice of a process. Seller’s obligations hereunder shall not apply to any alleged infringement occurring after Xxxxx has received notice of such alleged infringement unless Xxxxxx thereafter gives Xxxxx express written consent for such continuing alleged infringement. Seller shall not be bound in any manner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed the purchase price paid by Xxxxx for the allegedly infringing Product. If infringement is alleged prior to completion of delivery of a Product, Seller may decline to make further shipments without being in breach of this Agreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against cause of action alleging that the use of the silicon metal delivered under this Agreement infringes any patent. Buyer shall not hold Seller based on an allegation that responsible for any Product furnished hereunder according to designs claim, loss or expense arising out of Seller's compliance with any specifications furnished by Buyer with respect to the silicon metal. Notwithstanding any other limitations of liability in this Agreement, if any suit is brought against Seller for infringement of any patents alleging that Buyex'x xse of the silicon metal delivered under this Agreement infringes any patentpatents, Buyer shall, at its own expense, defend and control the suit against these allegations only, and shall pay any award of damages assessed against Seller in the suit to the extent only that the damages are awarded in connection specifically with the alleged infringement, provided Xxxxx is promptly notified that Sellxx xxxes Buyex xxxmpt notice in writing of such suit or proceeding and is given all authority (including the right to exclusive control institution of the defense suit and, to the full extent of the Seller's power to do so, Seller permits Buyer to defend and control the suit against these allegations. The above fully expresses Seller's exclusive remedy and Buyex'x xole liability with respect to infringement of any suit patent by Buyex'x xse of any silicon metal delivered under this Agreement, and Buyer expressly disclaims any express or proceeding), information and assistance necessary implied warranty against infringement with respect to defend or settle any such suit or proceedingBuyex'x xse of silicon metal.

Patents. Xxxxxx agrees to settle If any claim is asserted or defend any suit or proceeding brought action commenced against Xxxxx insofar as such suit or proceeding is Buyer based on upon a claim that any Product constitutes direct infringement of any issued United States patent. Seller shall pay all damages and costs finally awarded therein against Xxxxx, provided Seller is informed by Xxxxx in writing within ten (10) calendar days after receipt by Xxxxx and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to settle or defend such suit or proceeding. In the event such Product Equipment or any part thereof ismanufactured or sold by Seller constitutes an infringement of any U.S. Letters Patent or Trademark, in such suitBuyer shall give immediate notice thereof to Seller. Seller shall have the exclusive right, held to constitute infringement and the use of such Product or part thereof is enjoined, Seller shall, by its own election and at its own expense, either to conduct any litigation and/or settlement negotiations with respect to such claim or action. However, Buyer shall render all reasonable assistance required by Seller in the defense of the claim or action. Subject to the conditions and limitations set forth below, Seller shall pay such portion of the damages awarded against Buyer in such action as are allocable to the infringing Equipment or parts manufactured or sold by Seller, to the exclusion of any damages awarded for the use of such Equipment or part. In no event shall Seller’s liability to Buyer exceed the purchase price of the infringing Equipment or part. If the Equipment or any part thereof manufactured or sold by Seller is held to be an infringement in such action, and the use thereof is enjoined or if, as a result of a claim or settlement, Seller deems the continued use thereof inadvisable, Seller may, at its sole option and expense, (a) procure for Buyer the right to continue using such Productsaid Equipment or parts, (b) replace said Equipment or parts with non-infringing equipment or parts, (c) modify it said Equipment or parts so that it becomes non-they are no longer infringing, or (d) refund the purchase price of the Equipment or parts, without interest, less reasonable depreciation and remove the Equipment or parts from Buyer’s place of business. The obligations of Seller set forth in this Section shall be null and void and Seller shall have no liability whatever to Buyer on account of any judgment, award or damages suffered by Buyer arising out of such claim or action, if (a) Buyer does not give immediate notice to Seller of such claim or action, (b) remove Buyer does not render all assistance reasonably required by Seller in the defense of such Productaction or claim, or part (c) Buyer interferes with Seller’s defense thereof, and grant Buyer a credit thereon and accept its return. Seller shall not be obligated to settle or defend any suit or proceeding, or be liable for any costs or damages, if (d) the Buyer is in breach of any term herein or the alleged infringement arises out of compliance with Buyer’s specifications or any addition to or modification of the Product after delivery thereof or from use of the Product Equipment or any part thereof has been changed or altered, has been combined with equipment or parts not manufactured by Seller, or has not been used in conjunction accordance with other goods or in the practice of a process. Seller’s obligations hereunder specifications, or (e) the Equipment, or any part thereof, was manufactured by Seller in accordance with Buyer’s designs, blueprints, samples, or specifications, in which case Buyer shall not apply defend, indemnify and hold harmless Seller from any and all expenses (including reasonable counsel fees), injuries or loss arising out of any claims or actions related to any alleged infringement occurring after Xxxxx has received notice of such alleged infringement unless Xxxxxx thereafter gives Xxxxx express written consent for such continuing alleged infringement. Seller shall not be bound in any manner by any settlement hereunder made without its prior express written consentthe manufacture, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed the purchase price paid by Xxxxx for the allegedly infringing Product. If infringement is alleged prior to completion of delivery of a Product, Seller may decline to make further shipments without being in breach of this Agreementuse or sale thereof. THE FOREGOING STATES SETS FORTH THE SOLE AND EXCLUSIVE SELLER’S ENTIRE LIABILITY OF SELLER FOR PATENT OR TRADEMARK INFRINGEMENT AND IS IN LIEU OF INVOLVING THE EQUIPMENT OR ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETOPART THEREOF. Buyer agrees, at its expense, Nothing in this Agreement shall be deemed to settle grant any license or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer infringes any patent, provided Xxxxx is promptly notified in writing of such suit or proceeding and is given all authority (including the right to exclusive control of the defense of Buyer, express or implied, under any suit patents or proceeding)patent application, information and assistance necessary to defend design patent or settle any such suit trademark owned or proceeding.controlled by Seller. Premier Packaging Corp. Victor, NY Expertfold 100 X Xxxxxxxx Xx. 000000X December 7, 2018

Patents. Xxxxxx The Company agrees to settle or defend any suit or proceeding brought against Xxxxx the Customer insofar as such suit or proceeding is based on a claim that any Product constitutes direct infringement of any issued United States patent. Seller The Company shall pay all damages and costs finally awarded therein against Xxxxxthe Customer, provided Seller the Company is informed by Xxxxx the Customer in writing within ten (10) calendar days after receipt by Xxxxx the Customer and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to settle or defend such suit or proceeding. In the event such Product or any part thereof is, in such suit, held to constitute infringement and the use of such Product or part thereof is enjoined, Seller the Company shall, by its own election and at its own expense, either (a) procure for Buyer the Customer the right to continue using such Product, or modify it so that it becomes non-infringing, or (b) remove such Product, or part thereof, and grant Buyer the Customer a credit thereon and accept its return. Seller The Company shall not be obligated to settle or defend any suit or proceeding, or be liable for any costs or damages, if the Buyer Customer is in breach of any term herein or the alleged infringement arises out of compliance with Buyerthe Customer’s specifications or any addition to or modification of the Product after delivery thereof or from use of the Product or any part thereof in conjunction with other goods or in the practice of a process. SellerThe Company’s obligations hereunder shall not apply to any alleged infringement occurring after Xxxxx the Customer has received notice of such alleged infringement unless Xxxxxx the Company thereafter gives Xxxxx the Customer express written consent for such continuing alleged infringement. Seller The Company shall not be bound in any manner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER THE COMPANY BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. SellerThe Company’s liability hereunder shall not exceed the purchase price paid by Xxxxx the Customer for the allegedly infringing Product. If infringement is alleged prior to completion of delivery of a Product, Seller the Company may decline to make further shipments without being in breach of this Agreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER THE COMPANY FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer The Customer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller the Company based on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer the Customer infringes any patent, provided Xxxxx the Customer is promptly notified in writing of such suit or proceeding and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to defend or settle any such suit or proceeding.

Patents. Xxxxxx agrees to settle or Seller shall defend any suit or proceeding brought against Xxxxx insofar the Purchaser so far as such suit or proceeding is based on a claim upon an assertion that any Product Product, or any part thereof, furnished under this order constitutes a direct infringement of any issued United States patent. patent having a claim or claims covering solely the Product itself, or any part thereof, or the normal use for which such Product was designed, if notified promptly in writing and giving authority, information and assistance (at Seller’s expense) for the defense of same, and Seller shall pay all damages and costs finally awarded therein against Xxxxx, provided Seller is informed by Xxxxx in writing within ten (10) calendar days after receipt by Xxxxx and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to settle or defend such suit or proceedingPurchaser. In the event such Product case said Product, or any part thereof isthereof, in such suit, held to constitute infringement and the use of such Product or part thereof is enjoined, Seller shall, by shall at its own election option and at its own expense, either (a1) procure for Buyer the Purchaser the right to continue using such said product or part, (2) replace the same with a non-infringing Product, or (3) modify it so that it becomes non-infringing, or (b4) remove such Product, or part thereof, said Product and grant Buyer a credit thereon and accept its return. Seller shall not be obligated to settle or defend any suit or proceeding, or be liable for any costs or damages, if the Buyer is in breach of any term herein or the alleged infringement arises out of compliance with Buyer’s specifications or any addition to or modification of the Product after delivery thereof or from use of the Product or any part thereof in conjunction with other goods or in the practice of a process. Seller’s obligations hereunder shall not apply to any alleged infringement occurring after Xxxxx has received notice of such alleged infringement unless Xxxxxx thereafter gives Xxxxx express written consent for such continuing alleged infringement. Seller shall not be bound in any manner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed refund the purchase price paid and transportation costs thereof. The foregoing states the entire liability of Seller for patent infringement by Xxxxx for said Product thereof. DESIGN RIGHTS RESERVATION Purchaser acknowledges and agrees that by the allegedly infringing Product. If infringement is alleged prior to completion of delivery of a Product, Seller may decline to make further shipments without being in breach acknowledgement or acceptance of this Agreement, Seller does not relinquish, sell, transfer, or in any way release any of the designs, design drawings or data, or any other information or rights relating to the subject matter of this order. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY Any license under or title to such designs, data, information, or other rights must be the subject matter of a separate contract to be valid or binding on Seller and anything in the order to which this acknowledgement or acceptance relates to the contrary is hereby expressly rejected and not accepted. WARRANTY EXCEPT FOR THOSE WARRANTIES EXPRESSLY PROVIDED IN THIS SECTION ALL OTHER WARRANTIES EITHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIESMERCHANTABILITY, OR CONDITIONS EXPRESS OR IMPLIEDFITNESS FOR A PARTICULAR PURPOSE, IN REGARD THERETOIS EXPRESSLY EXCLUDED. Buyer agreesItems sold by Seller under this purchase order are warranted only as stated below: Subject to the exceptions and upon the conditions specified below, Seller agrees to correct, either by repair, or, at its expenseelection, to settle by replacement, any defects of material or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer infringes any patent, provided Xxxxx is promptly notified in writing of such suit or proceeding and is given all authority (including the right to exclusive control workmanship which develop within one year after delivery of the defense of any suit instrument to the Purchaser by Seller or proceeding), information by an authorized representative provided that investigation and assistance necessary to defend or settle any factory inspection by Seller discloses that such suit or proceeding.defect developed under normal and proper use. The exceptions and conditions mentioned above are the following:

Patents. Xxxxxx agrees 16.1 During the term of this AGREEMENT BAYER shall not enforce any PATENTS against FIRST HORIZON during marketing and sale of FINISHED PRODUCTS made from PRODUCTS procured according to settle or defend any suit or proceeding brought against Xxxxx insofar as such suit or proceeding is based on a claim that any Product constitutes direct infringement the provisions of this AGREEMENT in the TERRITORY. This shall also apply to customers of FIRST HORIZON in the TERRITORY. 16.2 FIRST HORIZON and BAYER shall each give the other PARTY immediate notice in writing of any issued United States patent. Seller shall pay all damages known or presumed counterfeits or imitations or infringements upon the PATENTS, and costs finally awarded therein against Xxxxx, provided Seller is informed of any infringements by Xxxxx in writing within ten (10) calendar days after receipt by Xxxxx and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given all authority (including the right to exclusive control third parties of the defense benefits accruing to FIRST HORIZON from them. FIRST HORIZON will afford BAYER full cooperation for the protection of any suit or proceeding), information and assistance necessary to settle or defend such suit or proceedingPATENTS. In the event that BAYER learns of any known or presumed counterfeits or imitations or infringements through such Product notice from FIRST HORIZON or otherwise, BAYER at BAYER's cost shall promptly take such appropriate steps as are determined by BAYER to be necessary in order to protect the interests of the PARTIES hereunder and the benefits accruing to the PARTIES hereunder, provided, however, the institution, prosecution and completion of any part thereof isand all measures, actions and procedures with respect to alleged infringers of the PATENTS are reserved exclusively for the decision of BAYER, unless BAYER fails to take action to protect its rights to the PATENTS within 90 days after notice of any such infringement, in such suit, held to constitute infringement and the use of such Product or part thereof is enjoined, Seller shall, by its own election and which event FIRST HORIZON at its own expense, either (a) procure for Buyer FIRST HORIZON's cost shall have the right to continue using take such Product, action as FIRST HORIZON deems necessary to prevent any such infringement and recover any damages realized by or modify it so that it becomes non-infringing, or (b) remove threatened to FIRST HORIZON as a result of such Product, or part thereofinfringement, and grant Buyer BAYER agrees to cooperate with and assist FIRST HORIZON in its so doing. 16.3 If during the term of this AGREEMENT, a credit thereon patent owned by a third party would, in the opinion of FIRST HORIZON and accept its returnBAYER, be necessarily infringed by the exercise by FIRST HORIZON of the rights granted hereunder in the TERRITORY, the PARTIES shall confer together with the aim to agree upon the best means to avoid such infringement and to secure FIRST HORIZON's rights hereunder. Seller Notwithstanding the above, BAYER shall not be obligated indemnify and hold FIRST HORIZON harmless against any and all liability, damage, loss, cost or expense arising out of suits and claims and regulatory actions and proceedings which are based upon allegations of misuse or unauthorized use of any third party patents or TECHNICAL INFORMATION transferred to settle FIRST HORIZON related to the sale of PRODUCTS or defend to the resale by FIRST HORIZON of FINISHED PRODUCTS. Should FIRST HORIZON receive notice of any such claim, action, suit or proceeding, FIRST HORIZON will promptly notify BAYER thereof, and at BAYER's cost BAYER shall handle and control such claims or be liable suits in consultation with FIRST HORIZON. 16.4 BAYER shall at its cost maintain the PATENTS in force in the TERRITORY. 16.5 FIRST HORIZON shall provide BAYER reasonable assistance and cooperation in the event BAYER decides to pursue a claim for any costs or damages, if the Buyer is in breach of any term herein or the alleged infringement arises out of compliance with Buyer’s specifications or any addition to or modification an extension of the Product after delivery thereof or from use of the Product or any part thereof in conjunction with other goods or PATENTS in the practice of a process. Seller’s obligations hereunder shall not apply to any alleged infringement occurring after Xxxxx has received notice of such alleged infringement unless Xxxxxx thereafter gives Xxxxx express written consent for such continuing alleged infringement. Seller shall not be bound in any manner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed the purchase price paid by Xxxxx for the allegedly infringing Product. If infringement is alleged prior to completion of delivery of a Product, Seller may decline to make further shipments without being in breach of this Agreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer infringes any patent, provided Xxxxx is promptly notified in writing of such suit or proceeding and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to defend or settle any such suit or proceedingTERRITORY.

Patents. Xxxxxx agrees to settle 8.1 CRUCELL shall be responsible and use commercially reasonable efforts for the prosecution, protection and maintenance of the PER.C6® PATENTS throughout the TERM, and shall bear all costs, fees and expenses in connection thereto. 8.2 If either Party after the EFFECTIVE DATE is warned or defend any suit sued by a third party alleging or proceeding brought against Xxxxx insofar as such suit or proceeding is based on a claim that any Product constitutes direct charging infringement of any issued United States patent. Seller shall pay all damages and costs finally awarded therein against Xxxxx, provided Seller is informed by Xxxxx in writing within ten (10) calendar days after receipt by Xxxxx and furnished a copy of each communication, notice patents or other action relating to the alleged infringement and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to settle or defend such suit or proceeding. In the event such Product published patent applications or any part thereof isother rights, due to or in such suit, held to constitute infringement and connection with the use of such Product or part thereof is enjoined, Seller shall, by its own election and at its own expense, either (a) procure for Buyer the right to continue using such ProductPACKAGING CELLS, or modify it so that it becomes non-infringing, or (b) remove such Product, or part thereof, and grant Buyer a credit thereon and accept its return. Seller shall not be obligated to settle or defend any suit or proceeding, or be liable for any costs or damages, if the Buyer is in breach of any term herein or the alleged infringement arises out of compliance with Buyer’s specifications or any addition to or modification of the Product after delivery thereof or from use of the Product or any part thereof in conjunction with other goods or in the practice of a process. Seller’s obligations hereunder any of the PER.C6® PATENTS or PACKAGING CELL KNOW-HOW, by either Party, the Party which is warned or sued, shall not apply to any alleged infringement occurring after Xxxxx has received notice of such alleged infringement unless Xxxxxx thereafter gives Xxxxx express written consent for such continuing alleged infringement. Seller notify promptly the other Party. 8.3 CRUCELL shall not be bound in any manner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed the purchase price paid by Xxxxx for the allegedly infringing Product. If infringement is alleged prior to completion of delivery of a Product, Seller may decline to make further shipments without being in breach of this Agreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agreesresponsible, at its expense, for settling and/or defending any warning or litigation, for patent infringement in which the alleged infringing process or product giving rise to settle liability for damages involves or defend and to pay costs and damages finally awarded in arises from use by CRUCELL of PACKAGING CELLS or the practice of any suit of the PACKAGING CELLS, PER.C6® PATENTS or proceeding against Seller based PACKAGING CELL KNOW-HOW. In so far as any such infringement action, or the settlement or defense thereof, might have an effect on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer infringes any patentLICENSEE activities, provided Xxxxx is the applicable Party shall promptly notified in writing inform the other Party of such suit or proceeding claim and is given all authority (including i) CRUCELL and LICENSEE shall confer as to any modification of any right granted to LICENSEE hereunder, provided, that such modification shall not substantially alter LICENSEE’S rights hereunder; (ii) LICENSEE shall be entitled, but shall not be obligated, to attempt to obtain a license from such third party for the right to exclusive control of use such third party’s patent or other applicable right and (iii) in the event that LICENSEE is named thereunder, it shall have the right to participate in the defense of such claim. In any suit event, if such infringement action might have an effect on LICENSEE activities (i) upon CRUCELL’s written request, LICENSEE agrees to reasonably assist CRUCELL in any such defense; and (ii) LICENSEE shall be entitled to immediately terminate this Agreement. If LICENSEE should suffer any out of pocket costs and other expenses, including reasonable attorney’s fees, as a result of the assistance in such dispute, CRUCELL shall reimburse LICENSEE such out of pocket costs and expenses incurred by LICENSEE. LICENSEE shall be responsible, at its expense, for settling and/or defending any warning or proceedinglitigation for patent infringement made against CRUCELL, in which the alleged infringing process or product giving rise to liability for damages involves use by LICENSEE of PACKAGING CELLS. If CRUCELL should suffer any damages, out of pocket costs and other expenses and liabilities as a result of such dispute, including reasonable attorney’s fees (collectively “Losses”), information LICENSEE shall indemnify CRUCELL and assistance necessary to defend or settle its AFFILIATES and hold them harmless against any such suit Losses. Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a confidential treatment request and are indicated by [***]. Commercial License Agreement PER.C6® Crucell Holland - Vascular Biogenics 8.4 No Party shall enter into any settlement which admits or proceedingconcedes that any aspect of the PATENT or know how of the other Party is invalid or unenforceable in any way, without the prior written consent of such other Party.

Patents. Xxxxxx agrees Subject to settle or the limitations of Section 16, Seller shall defend any suit or proceeding suits brought against Xxxxx insofar as such suit or proceeding is Buyer based on a claim that any Product the goods provided by Seller constitutes direct an infringement of any issued a valid patent of the United States patent. Seller States, and shall pay all any damages and reasonable costs finally awarded therein against Xxxxx, provided that Xxxxx promptly notifies the Seller is informed by Xxxxx in writing within ten (10) calendar days after receipt by Xxxxx and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given all authority (including the right to exclusive control of the defense of any suit or proceeding)gives authority, information and assistance necessary to settle or defend Seller for defenses of such suit and permits Seller to control completely the defense, settlement, or proceedingcompromise of any such allegation of infringement. In the event such Product or any part thereof is, that the goods provided by Seller are held to be infringing in such suit, held to constitute infringement suit and the their use of such Product or part thereof is enjoined, Seller shall, by its own election at Seller's expense and at its own expenseoption, either (a) procure provide a commercially acceptable alternative, including, but not limited to, procuring for Buyer the right to continue using such Productthe goods, or modify it so that it becomes replacing them with non-infringing, infringing goods or (b) remove such Product, modifying them so they become non-infringing or part thereof, and grant Buyer a credit thereon for the depreciated value of the goods and accept return of them. In the event, of the foregoing, Seller may also, at its returnoption, cancel this agreement as to future deliveries of such goods, without liability. Buyer agrees that Seller shall not be obligated to settle liable and that Buyer shall fully indemnify Seller if infringement is based upon the use of goods in connection with products or defend any suit services not manufactured and/or provided by Seller or proceeding, in a manner for which the goods were not designed by Seller or be liable for any costs or damages, if the goods were designed by Buyer is or were modified by or for the Buyer in breach of any term herein or the alleged infringement arises out of compliance with Buyer’s specifications or any addition a manner to or modification of the Product after delivery thereof or from use of the Product or any part thereof in conjunction with other goods or in the practice of a processcause them to become infringing. Seller’s obligations hereunder shall not apply to any alleged infringement occurring after Xxxxx has received notice of such alleged infringement unless Xxxxxx thereafter gives Xxxxx express written consent for such continuing alleged infringement. 8 FORCE XXXXXX: Seller shall not be bound liable in any manner by way for any settlement hereunder made without default or delay in shipping due to contingencies beyond its prior express written consentcontrol, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall or the control of its suppliers or sub-contractors, which prevents or interferes with Seller making delivery on the date specified, including but not exceed the purchase price paid by Xxxxx for the allegedly infringing Product. If infringement is alleged prior limited to completion of war, restrains affecting shipping, delivery of materials or credit as a Productresult of war, or war restrictions, non-arrival, delay or failure to produce materials as a result of war or war restrictions, rationing of fuel, strikes, lockouts, fires, bombings, acts of terrorism, accidents, flood, droughts, and any other contingency affecting the Seller, its suppliers, or subcontractors; and the Seller may decline to make further shipments without being in breach of this Agreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer infringes any patent, provided Xxxxx is promptly notified in writing of such suit or proceeding and is given all authority (including shall have the right to exclusive control cancel a contract of sale or extend the shipping date in the event that one or more of such contingencies prevent or delay shipments. In the event of delayed or extended shipping instructions, any additional shipping charges shall be paid by the Buyer as part of the defense of any suit or proceeding), information and assistance necessary to defend or settle any such suit or proceedingpurchase price.

Patents. Xxxxxx Seller agrees to settle or defend any suit or proceeding brought against Xxxxx Buyer insofar as such suit or proceeding is proceedingis based on a claim that any Product constitutes direct infringement of any issued United States patent. Seller shall pay all damages alldamages and costs finally awarded therein against XxxxxBuyer, provided Seller is informed by Xxxxx Buyer in writing within ten (10) calendar 10)calendar days after receipt by Xxxxx Buyer and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to settle or defend such suit or proceeding. In the event such Product suchProduct or any part thereof is, in such suit, held to constitute infringement and the use of such Product or part thereof is enjoinedisenjoined, Seller shall, by its own election and at its own expense, either (a) procure for Buyer the right to continue using such usingsuch Product, or modify it so that it becomes non-infringing, or (b) remove such Product, or part thereof, and grant Buyer a Buyera credit thereon and accept its return. Seller shall not be obligated to settle or defend any suit or proceeding, or be liable for any forany costs or damages, if the Buyer is in breach of any term herein or the alleged infringement arises out of compliance with Buyer’s specifications or any addition to or modification of the Product after delivery thereof or from use of the Product or any orany part thereof in conjunction with other goods or in the practice of a process. Seller’s obligations hereunder shall not apply to any alleged infringement occurring after Xxxxx Buyer has received notice of such alleged infringement unless Xxxxxx Seller thereafter gives Xxxxx Buyer express written consent for such continuing alleged infringement. Seller shall not be bound in any manner anymanner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed the purchase price paid by Xxxxx for the allegedly infringing Product. If infringement is alleged prior to completion of delivery of a Product, Seller may decline to make further shipments without being in breach of this Agreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer infringes any patent, provided Xxxxx is promptly notified in writing of such suit or proceeding and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to defend or settle any such suit or proceeding.ARISING

Patents. Xxxxxx A) PPC agrees to settle be responsible for paying renewal fees to maintain the PATENT RIGHTS in the TERRITORY. B) PPC declares that at the date of execution of this Agreement and to the best of its knowledge, with the exception of the pending challenge to the PATENT RIGHTS brought by the Boots Company, there is no action threatened or defend any suit or proceeding brought pending against Xxxxx insofar as such suit or proceeding is based on a claim that any Product constitutes direct infringement PATENT RIGHTS. C) Each party shall inform the other of any issued United States patent. Seller shall pay all damages and costs finally awarded therein against Xxxxx, provided Seller is informed by Xxxxx in writing within ten (10) calendar days after receipt by Xxxxx and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given all authority (including the right to exclusive control threatened infringement by a third party of the defense of any suit or proceeding), information and assistance necessary to settle or defend such suit or proceedingPATENT RIGHTS in the TERRITORY. In the event such Product or any part thereof is, in such suit, held to constitute infringement and the use of such Product infringement, PPC will have the right to institute proceedings against such infringer by any and all means which PPC will find suitable for such purpose. Should PPC decide, at its sole discretion, to institute legal proceedings against such infringer, PPC shall have the right to select its own attorneys and shall assume payment of all fees or part thereof costs in respect of such legal proceedings or as much as it is enjoinednecessary up to the conclusion of the action or its various settlement or discharge as well as of all damages, Seller including interest, if awarded to the defending party, and shall, by if awarded to PPC, retain all profits, damages and other recovery. If PPC does not institute legal proceedings against such infringer within 90 days of SYNTHELABO's request to do so, and if and to the extent that such infringement involves a product with the active ingredient Oxybutynin in the TERRITORY, SYNTHELABO or SYNTHELABO's Subsidiaries will have the right to institute such proceedings at its own election cost and expenses. In such event, all damages, including interest, if awarded to the defending party, shall be borne by SYNTHELABO or SYNTHELABO's Subsidiaries and shall, if awarded to SYNTHELABO or SYNTHELABO's Subsidiaries, be retained by it or them. D) If SYNTHELABO or SYNTHELABO's Subsidiaries or PPC, by reason of its exercise of the rights granted by PPC with respect to PATENT RIGHTS and PPC MANUFACTURING TECHNOLOGY (but not to the extent by reason of any other technology or rights, such as any rights derived from LEIRAS or with respect to aspects of the PRODUCT contributed by LEIRAS or SYNTHELABO), is informed or sued for alleged infringement of the intellectual property or other proprietary rights vested in a third party and relating to the PRODUCT, other than by the Boots Company within the scope of its claims made in its pending challenge to the PATENT RIGHTS, the party concerned shall give prompt notice of such suit or information to the other party and PPC shall defend or settle such suit with attorneys of its own choice and at its own expensecost. SYNTHELABO or SYNTHELABO's Subsidiaries shall render PPC all necessary assistance in defending such suit. All costs and damages awarded against SYNTHELABO or SYNTHELABO's Subsidiaries in such a suit, either (a) procure for Buyer the right to continue using such Productexcluding, or modify it so that it becomes non-infringinghowever, or (b) remove such Product, or part thereof, and grant Buyer a credit thereon and accept its return. Seller shall not be obligated to settle or defend any suit or proceeding, or be liable for any costs or damageslosses sustained by SYNTHELABO or SYNTHELABO's Subsidiaries in respect of loss of revenue from sales of PRODUCT or abortive production costs, if the Buyer is shall be paid by PPC, provided that SYNTHELABO or SYNTHELABO's Subsidiaries shall have given prompt notice in breach writing to PPC of any term herein or the alleged infringement arises out of compliance with Buyer’s specifications or any addition to or modification of the Product after delivery thereof or from use of the Product or any part thereof in conjunction with other goods or in the practice of a process. Seller’s obligations hereunder shall not apply to any alleged infringement occurring after Xxxxx has received notice claim of such alleged infringement unless Xxxxxx thereafter gives Xxxxx express written consent for as well as the bringing or the threat of such continuing alleged infringementbringing of any suit. Seller SYNTHELABO or SYNTHELABO's Subsidiaries shall permit PPC by counsel of PPC's choice to defend or settle the claim or suit, and SYNTHELABO or SYNTHELABO's Subsidiaries shall not be bound in any manner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed the purchase price paid by Xxxxx for the allegedly infringing Product. If infringement is alleged prior to completion of delivery of a Product, Seller may decline to make further shipments without being in breach of this Agreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer infringes any patent, provided Xxxxx is promptly notified in writing of such suit or proceeding and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to defend or settle any such suit or proceedingclaim without prior written consent of PPC.

Patents. Xxxxxx agrees to settle or Licensor shall defend any suit or proceeding brought against Xxxxx insofar the Licensee so far as such suit based upon an assertion that the Software, or proceeding is based on any part thereof, furnished under this order constitutes a claim that any Product constitutes direct infringement of any issued United States patent. Seller patent having a claim or claims covering solely the Software itself, or any part thereof, or the normal use for which such Software was designed, if notified promptly in writing and giving authority, information and assistance (at Licensor’s expense) for the defense of same, and Licensor shall pay all damages and costs finally awarded therein against Xxxxx, provided Seller is informed by Xxxxx in writing within ten (10) calendar days after receipt by Xxxxx and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to settle or defend such suit or proceedingLicensee. In the event such Product case said Software, or any part thereof isthereof, in such suit, held to constitute infringement and the use of such Product or part thereof is enjoined, Seller shall, by Licensor shall at its own election option and at its own expense, either (a1) procure for Buyer the Licensee the right to continue using such Productsaid Software, or (2) replace the same with a non-infringing Softwre, (3) modify it so that it becomes non-non- infringing, or (4) remove said Software and refund the purchase price and transportation costs thereof. The foregoing states the entire liability of Licensor for patent infringement by said Software thereof. Licensor will have no liability for any infringement claim arising out of or relating to (i) the combination of any product provided by Licensor with a product not manufactured, supplied, required or recommended by Licensor and the infringement would not have occurred but for such combination; (ii) the modification of a product provided by Licensor that is not made or recommended by Licensor and the infringement would not have occurred but for such modification, (iii) changes made to a product provided by Licensor based upon design specifications or instructions provided to Licensor and the infringement would not have occurred but for such design specifications or instructions, or (iv) the continued allegedly infringing activity by Licensee after being notified thereof or after being informed of modifications that would have avoided the alleged infringement. DESIGN RIGHTS RESERVATION Licensor acknowledges and agrees that by the acknowledgement or acceptance of this Agreement, Licensor does not relinquish, sell, transfer, or in any way release any of the designs, design drawings or data, or any other information or rights relating to the subject matter of this order. Any license under or title to such designs, data, information, or other rights must be the subject matter of a separate contract to be valid or binding on Licensor and anything in the order to which this acknowledgement or acceptance relates to the contrary is hereby expressly rejected and not accepted. WARRANTY Licensor warrants that the magnetic media on which the Software is recorded and any documentation provided with the Software are free from defects in materials and workmanship under normal use. Licensor further warrants that the Software will perform substantially in accordance with the specifications set forth in the documentation provided with the Software. The limited performance warranties set forth herein are for a period of sixty (60) days from the date the Software is delivered to the Licensee. All claims must be made in writing and received by Licensor within the sixty (60) day period. Licensor does not warrant the functions contained in the Software will meet Licensee's requirements or that the operation of the Software will be uninterrupted or error free. The limited performance warranties do not cover (a) any media or documentation that has been subjected to damage or abuse by the Licensee, its agents or employees, or any end user of Licensee, or (b) remove such Productany copy of the Software that has been altered or changed in any way by Licensee, its agents, employees or part thereof, and grant Buyer any end user of Licensee. Licensor is not responsible for problems caused by changes in or modifications to the operating characteristics of any hardware or operating system for which a credit thereon and accept its returncopy of the Software is provided. Seller Licensor also is not responsible for problems that occur as a result of the use of the Software in conjunction with non- Licensor software or with hardware which is incompatible with the version of the Software provided. Licensor shall not be obligated to settle or defend any suit or proceeding, or be liable for any costs failure or damagesdelay in performance resulting from compliance by Licensor with any laws, if the Buyer is in breach orders, regulations, acts, instructions or priority requests of any term herein national, state, local, or municipal government (whether of the United States or of any other country) or any department or agency thereof, or any civil or military authority, or from acts of war, civil disorder, flood, fire, or other disasters, strikes or labor disputes or from any other factors beyond its control. Version 02/2014 GOVERNING LAW THESE TERMS AND CONDITIONS, ANY STATEMENTS OF WORK, AND ANY SALE OF SOFTWARE HEREUNDER WILL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO CONFLICTS OF LAWS RULES. ANY ARBITRATION, ENFORCEMENT OF AN ARBITRATION OR LITIGATION WILL BE BROUGHT EXCLUSIVELY IN ORANGE COUNTY, CALIFORNIA, AND LICENSEE CONSENTS TO THE JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED THEREIN, SUBMITS TO THE JURISDICTION THEREOF AND WAIVES THE RIGHT TO CHANGE VENUE. LICENSEE FURTHER CONSENTS TO THE EXERCISE OF PERSONAL JURISDICTION BY ANY SUCH COURT WITH RESPECT TO ANY SUCH PROCEEDING. Except in the case of nonpayment, neither party may institute any action in any form arising out of these Terms and Conditions more than one (1) year after the cause of action has arisen. The rights and remedies provided Licensor under these Terms and Conditions are cumulative, are in addition to, and do not limit or prejudice any other right or remedy available at law or inequity. ARBITRATION Any claim, dispute, or controversy (whether in contract, tort or otherwise, whether preexisting, present or future, and including, but not limited to, statutory, common law, intentional tort and equitable claims) arising from or relating to the Products, the interpretation or application of these Terms and Conditions or any Statement of Work or the alleged infringement arises out of compliance with Buyer’s specifications breach, termination or validity thereof, the relationships which result from these Terms and Conditions or any addition Statement of Work (including, to or modification the full extent permitted by applicable law, relationships with third parties who are not signatories hereto), (collectively, a "Claim") WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION. Arbitration will be conducted pursuant to the Rules of the Product after delivery thereof or from use of the Product or any part thereof in conjunction with other goods or in the practice of a processAmerican Arbitration Association. Seller’s obligations hereunder shall not apply to any alleged infringement occurring after Xxxxx has received notice of such alleged infringement unless Xxxxxx thereafter gives Xxxxx express written consent for such continuing alleged infringement. Neither Seller shall not be bound in any manner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed the purchase price paid by Xxxxx for the allegedly infringing Product. If infringement is alleged prior to completion of delivery of a Product, Seller may decline to make further shipments without being in breach of this Agreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer infringes any patent, provided Xxxxx is promptly notified in writing of such suit or proceeding and is given all authority (including nor Purchaser will have the right to exclusive control litigate that Claim in court or to have a jury trial on that Claim or to engage in pre-arbitration discovery, except as provided for in the applicable arbitration rules or by agreement of the defense parties involved. Further, Licensee will not have the right to participate as a representative or member of any suit class of claimants pertaining to any Claim. Notwithstanding any choice of law provision included in these Terms and Conditions, this arbitration agreement is subject to the Federal Arbitration Act (9 U.S.C. §§ 1-16). The arbitration will take place exclusively in Irvine, California. Any court having jurisdiction may enter judgment on the award rendered by the arbitrator(s). Each party involved will bear its own cost of any legal representation, discovery or proceeding)research required to complete arbitration. The existence or results of any arbitration will be treated as confidential. Notwithstanding anything to the contrary contained herein, information and assistance necessary all matters pertaining to defend or settle any such suit or proceedingthe collection of amounts due to Licensor arising out of the Software will be exclusively litigated in court rather than through arbitration.

Patents. Xxxxxx agrees 1. XXXXX shall maintain the Patents in the Territory and will prosecute any patent applications included in the Patents. XXXXX will keep CEPHALON fully advised of the status of all Patents, will take all reasonable efforts to settle or defend any suit or proceeding brought against Xxxxx insofar as such suit or proceeding is based on a claim that any Product constitutes direct infringement send CEPHALON in advance drafts of any issued United States patent. Seller shall pay all damages and costs finally awarded therein against Xxxxx, provided Seller is informed by Xxxxx filing in writing within ten (10) calendar days after receipt by Xxxxx and furnished a copy of each communication, notice or other action relating the Territory related to the alleged infringement Patents as well as copies of the filewrapper, and is given all authority (including will consider the suggestions of CEPHALON and its patent counsel with respect to the prosecution and maintenance of the Patents. If XXXXX fails to prosecute the patent application or to maintain the Patents as required by this Agreement, CEPHALON shall have the right to exclusive control of the defense of take over and prosecute any suit such application or proceeding), information and assistance necessary to settle or defend maintain any such suit or proceedingPatents in XXXXX'x name. 2. In the event any of the licensed Patents are infringed in the Territory, XXXXX agrees to immediately commence appropriate legal action to stop such Product or any part thereof isinfringement at its sole expense, and CEPHALON shall assist it to do so, at CEPHALON's expense. If XXXXX fails to initiate such action within ninety (90) days after being notified by CEPHALON of the infringement, CEPHALON shall have the right to begin such action at its own expense at CEPHALON's option, in the name of XXXXX, and the latter agrees to give CEPHALON its complete cooperation, at XXXXX'x expense. Any damages or awards resulting from the prosecution of such suitclaim shall be applied first, held to constitute infringement reimburse the prosecuting party for its costs and expenses and any balance shall be shared by the parties in proportion to their economic losses from such infringement. 3. Each party shall promptly notify the other party of any claim asserting that the use of Compound in connection with a Licensed Product infringes the proprietary rights of another person. XXXXX shall defend any such claim unless it determines, in its sole discretion, that it is not in its interests to do so. If XXXXX elects to defend a claim, the defense shall be at XXXXX'x costs and expense, but CEPHALON may be represented by counsel in an advisory capacity, at CEPHALON's expense. If XXXXX does not elect to defend such claim within 120 days after receiving notice (from CEPHALON or otherwise) of such claim, CEPHALON may, but is not required to, defend such claim. Any such defense shall be at the expense of CEPHALON (including attorneys' fees), but CEPHALON shall keep XXXXX informed of the status of any such defense, and any damages or awards that are awarded to CEPHALON resulting from the defense of such claim shall be the sole property of CEPHALON. Either party assuming the defense of such claim may join the other party as a defendant if necessary to defend such claim, but shall indemnify and hold harmless the party so joined against attorneys' fees, court costs or damages resulting from the use of such Product or part thereof is enjoined, Seller shall, by its own election and at its own expense, either (a) procure for Buyer the right to continue using such Product, or modify it so that it becomes non-infringing, or (b) remove such Product, or part thereof, and grant Buyer a credit thereon and accept its return. Seller shall not be obligated to settle or defend any suit or proceeding, or be liable for any costs or damages, if the Buyer is in breach of any term herein or the alleged infringement arises out of compliance with Buyer’s specifications or any addition to or modification of the Product after delivery thereof or from use of the Product or any part thereof in conjunction with other goods or party's name in the practice of a process. Seller’s obligations hereunder shall not apply to any alleged infringement occurring after Xxxxx has received notice of such alleged infringement unless Xxxxxx thereafter gives Xxxxx express written consent for such continuing alleged infringement. Seller shall not be bound in any manner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed the purchase price paid by Xxxxx for the allegedly infringing Productaction. 4. If infringement Licensed Product is alleged prior sold by a third party or parties (whether unlicensed or under a compulsory license) on a substantial commercial basis in a country in the Territory during the period in which such sales continue, the royalty payable on Net Sales in such country in the Territory during the period in which such sales continue, the royalty payable on Net Sales in the Territory shall be reduced to completion of delivery of a Product, Seller may decline to make further shipments without being in breach of this Agreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer infringes any patent, provided Xxxxx is promptly notified in writing of such suit or proceeding and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to defend or settle any such suit or proceeding.2.5

Patents. Xxxxxx agrees to settle or defend any suit or proceeding brought against Xxxxx insofar as such suit or proceeding is based on a claim that any Product constitutes direct infringement of any issued United States patent. Seller 5.1 PHARMING shall pay be responsible for, and bear the cost of, all damages and costs finally awarded therein against Xxxxx, provided Seller is informed by Xxxxx in writing within ten (10) calendar days after receipt by Xxxxx and furnished a copy of each communication, notice or other action matters relating to the alleged infringement prosecution and is given all authority (including the right to exclusive control maintenance of the defense of any suit or proceeding), information PHARMING Patents and assistance necessary to settle or defend such suit or proceedingshall provide GTC with annual reports on their status. In the event PHARMING decides not to prosecute or maintain any of the PHARMING Patents, PHARMING shall notify GTC and, upon the request of GTC, the parties shall meet to discuss the matter. If GTC alone or jointly with another licensee under such Product or any part thereof is, in such suit, held to constitute infringement and the use of such Product or part thereof is enjoined, Seller shall, by its own election and at its own expense, either (a) procure for Buyer the right PHARMING Patent desires PHARMING to continue using the PHARMING Patent, GTC alone or jointly with such Product, or modify it so that it becomes non-infringing, or (bother licensee(s) remove such Product, or part shall bear the cost thereof, but GTC shall be entitled, on a quarterly basis, to reduce its royalty obligations related to such PHARMING Patent by the lesser of the amount of its out-of-pocket costs (including attorneys' fees) for prosecuting or maintaining the PHARMING Patent or fifty percent (50%) of the royalty due. Both parties agree to cooperate with each other in the filing, maintenance and grant Buyer a credit thereon prosecution of patent application and accept its return. Seller shall not be obligated to settle or defend any suit or proceeding, or be liable for any costs or damages, if patents from the Buyer is in breach PHARMING Patents. 5.2 In the event either party becomes aware of any term herein actual or the alleged probable infringement arises out of compliance with Buyer’s specifications or any addition to or modification of the Product after delivery thereof or from use of the Product or any part thereof in conjunction with other goods or PHARMING Patents in the practice of a process. Seller’s obligations hereunder GTC Field, it shall not apply to any alleged infringement occurring after Xxxxx has received notice of such alleged infringement unless Xxxxxx thereafter gives Xxxxx express written consent for such continuing alleged infringement. Seller shall not be bound in any manner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed notify the purchase price paid by Xxxxx for the allegedly infringing Product. If infringement is alleged prior to completion of delivery of a Product, Seller may decline to make further shipments without being in breach of this Agreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer infringes any patent, provided Xxxxx is promptly notified other party in writing of the details of such suit or proceeding and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to defend or settle infringement. PHARMING in its sole discretion may take action against any such suit alleged infringer, at no cost to GTC, and, if it does, shall be entitled to retain all the recovery of such action. In the event, however, within six (6) months of written notice to PHARMING, PHARMING has not caused the infringement to terminate or proceedingis not diligently prosecuting an infringement action against the infringer, then GTC may take action alone or with another licensee to the infringed PHARMING Patent, at no cost to PHARMING, and the recovery or settlement from such action shall be shared equally between the parties bringing the action and PHARMING after the parties bringing the action are reimbursed for their out-of-pocket fees and expenses incurred in such action.