Common use of Sale of Products Enjoined Clause in Contracts

Sale of Products Enjoined. Should the use of any Products be enjoined, or in the event the Indemnifying Party desires to minimize its liabilities under this Section, then in addition to its indemnification obligations set forth in this Section, the Indemnifying Party may either substitute a fully equivalent Product or process not subject to such injunction or possible liability, modify such Product or process so that it no longer is subject to such injunction or possible liability, or obtain the right to continue using the Product or process in question. In the event that any of the foregoing remedies cannot be effected on commercially reasonable terms, then all accepted purchase orders and the current Forecast shall be considered cancelled and LumiraDx shall purchase all Products and partially completed Products which Flextronics is not enjoined from selling, [Inventory and Special Inventory] as provided in this Agreement. Any changes to any Products or process must be made in accordance with this Agreement. Notwithstanding the foregoing, in the event that a third party files an infringement complaint but does not obtain an injunction, the Indemnifying Party shall not be required to substitute a fully equivalent Product or process or modify the Product or process if the Indemnifying Party obtains an opinion from competent patent counsel reasonably acceptable to the other party or otherwise provides reasonable assurances that such Product or process is not infringing or that the patents alleged to have been infringed are invalid.

Sale of Products Enjoined. Should the use of any Products be enjoinedenjoined for a cause stated in Section 10.1(b), or in the event the Indemnifying Party indemnifying party desires to minimize its liabilities under this SectionSection 10, then in addition to its indemnification obligations set forth in this SectionSection 10, the Indemnifying Party may indemnifying party shall either substitute a fully equivalent Product or process (as applicable) not subject to such injunction or possible liabilityinjunction, modify such Product or process (as applicable) so that it no longer is subject to such injunction or possible liabilityinjunction, or obtain the right to continue using the enjoined process or Product or process in question(as applicable). In the event that any of the foregoing remedies cannot be effected on commercially reasonable terms, then then, all accepted purchase orders and the current Forecast forecast shall be considered cancelled and LumiraDx Customer shall purchase all Products and partially completed Products which Flextronics is not enjoined from sellingProducts, [Inventory and Special Inventory] Inventory as provided in this AgreementSection 6.3 hereof. Any changes to any Products or process must be made in accordance with this AgreementSection 3.3 above. Notwithstanding the foregoing, in the event that a third party files makes an infringement complaint claim, but does not obtain an injunction, the Indemnifying Party indemnifying party shall not be required to substitute a fully equivalent Product or process (as applicable) or modify the Product or process (as applicable) if the Indemnifying Party indemnifying party obtains an opinion reasonably acceptable to the other party from competent patent counsel reasonably acceptable to the other party or otherwise provides reasonable assurances that such Product or process is not infringing or that the patents alleged to have been infringed are invalid.

Sale of Products Enjoined. Should the use of any Products be enjoined, or in the event the Indemnifying Party indemnifying party desires to minimize its liabilities under this Section, then in addition to its indemnification obligations set forth in this Section, the Indemnifying Party indemnifying party may either substitute a fully equivalent Product or process not subject to such injunction or possible liability, modify such Product or process so that it no longer is subject to such injunction or possible liability, or obtain the right to continue using the Product or process in question. In the event that any of the foregoing remedies cannot be effected on commercially reasonable terms, then all accepted purchase orders and the current Forecast shall be considered cancelled and LumiraDx Customer shall purchase all Products and partially completed Products which Flextronics is not enjoined from selling, [Inventory and Special Inventory] Inventory as provided in this Agreement. Any changes to any Products or process must be made in accordance with this Agreement. Notwithstanding the foregoing, in the event that a third party files an infringement complaint but does not obtain an injunction, the Indemnifying Party indemnifying party shall not be required to substitute a fully equivalent Product or process or modify the Product or process if the Indemnifying Party indemnifying party obtains an opinion from competent patent counsel reasonably acceptable to the other party or otherwise provides reasonable assurances that such Product or process is not infringing or that the patents alleged to have been infringed are invalid.

Sale of Products Enjoined. Should If the use of any Products be is enjoined, or in the event the Indemnifying Party indemnifying party desires to minimize its liabilities under this Section, then in addition to its indemnification obligations set forth in this Section, the Indemnifying Party indemnifying party may either substitute a fully equivalent Product or process not subject to such injunction or possible liability, modify such Product or process so that it no longer is subject to such injunction or possible liability, or obtain the right to continue using the Product or process in question. In the event that any of the foregoing remedies cannot be effected on commercially reasonable terms, then all accepted purchase orders and the current Forecast shall be considered cancelled and LumiraDx Customer shall purchase all Products and partially completed Products which Flextronics Flex is not enjoined from selling, [Inventory and Special Inventory] Inventory as provided in this Agreement. Any changes to any Products or process must be made in accordance with this Agreement. Notwithstanding the foregoing, in the event that a third party files an infringement complaint but does not obtain an injunction, the Indemnifying Party indemnifying party shall not be required to substitute a fully equivalent Product or process or modify the Product or process if the Indemnifying Party indemnifying party obtains an opinion from competent patent counsel reasonably acceptable to the other party or otherwise provides reasonable assurances that such Product or process is not infringing or that the patents alleged to have been infringed are invalid.

Sale of Products Enjoined. Should the use of any Products be enjoinedenjoined for a cause stated in Section 11.1(b) or 11.2(c) above, or in the event the Indemnifying Party indemnifying party desires to minimize its liabilities under this SectionSection 11, then in addition to its indemnification obligations set forth in this SectionSection 11, the Indemnifying Party may indemnifying party’s sole responsibility is, subject to Section 2.2, to either substitute a fully equivalent Product or process (as applicable) not subject to such injunction or possible liabilityinjunction, modify such Product or process (as applicable) without affecting the fit, form, function or safety of the Product so that it the Product or process (as applicable) is no longer is subject to such injunction or possible liabilityinjunction, or obtain the right to continue using the enjoined process or Product or process (as applicable). For the sake of clarity, in question. In the event that any of the foregoing remedies cannot be effected on commercially reasonable termsterms then, then all accepted purchase orders and the current Forecast shall forecast will be considered cancelled and LumiraDx Customer shall purchase all Products and partially completed Products which Flextronics is not enjoined from sellingProducts, [Inventory and ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. FLEXTRONICS CONFIDENTIAL Special Inventory] Inventory as provided in this AgreementSections 5.3 and 5.4 hereof. Any changes to any Products or process must be made in accordance with this AgreementSection 2.2 above. Notwithstanding the foregoing, in the event that a third party files makes an infringement complaint claim, but does not obtain an injunction, the Indemnifying Party indemnifying party shall not be required to substitute a fully equivalent Product or process (as applicable) or modify the Product or process (as applicable) if the Indemnifying Party indemnifying party obtains an opinion from competent patent counsel reasonably acceptable to the other party or otherwise provides reasonable assurances that such Product or process is not infringing or that the patents alleged to have been infringed are invalid.

Sale of Products Enjoined. Should the use of any Products and/or NPI Products be enjoined, or in the event the Indemnifying Party indemnifying party desires to minimize its liabilities under this Section, then in addition to its indemnification obligations set forth in this Section, the Indemnifying Party indemnifying party may either substitute a fully equivalent Product product or process (as applicable) not subject to such injunction or possible liability, modify such Product or process so that it no longer is subject to such injunction or possible liability, or obtain the right to continue using the Product or process in question. In the event that any of the foregoing remedies cannot be effected on commercially reasonable terms, then all accepted purchase orders and the current Forecast shall be considered cancelled and LumiraDx Customer shall purchase all Products and partially completed Products which Flextronics Flex is not enjoined from selling, [Inventory and Special Inventory] Inventory as provided in this AgreementAgreement for the amount set forth in the Fee List (or cost for any applicable partially completed Product) or Standard Cost plus MOH for any such other Inventory and Special Inventory and shall further pay Flextronics the cost and expenses set forth in Section ‎6.3(b) above. Any changes to any Products or process must be made in accordance with this Agreement. Notwithstanding the foregoing, in the event that a third party files an infringement complaint but does not obtain an injunction, the Indemnifying Party indemnifying party shall not be required to substitute a fully equivalent Product product or process or modify the Product or process if the Indemnifying Party indemnifying party obtains an opinion from competent patent counsel reasonably acceptable to the other party or otherwise provides reasonable assurances that such Product or process is not infringing or that the patents alleged to have been infringed are invalid.

Sale of Products Enjoined. Should the use of any Products be enjoined, or in the event the Indemnifying indemnifying Party desires to minimize its liabilities under this Section, then in addition to its indemnification obligations set forth in this Section, the Indemnifying indemnifying Party may either substitute a fully equivalent Product or process not subject to such injunction or possible liability, modify such Product or process so that it no longer is subject to such injunction or possible liability, or obtain the right to continue using the Product or process in question. In the event that the indemnifying party determines that any of the foregoing remedies cannot be effected on commercially reasonable terms, then all accepted purchase orders and the current Forecast FOL shall be considered cancelled and LumiraDx NX shall purchase all Products and partially completed Products which Flextronics Supplier is not enjoined from selling, [Inventory and Special Inventory] Inventory as provided in this Agreement. Any changes to any Products or process must be made in accordance with this Agreement. Notwithstanding the foregoing, in the event that a third party files an infringement complaint but does not obtain an injunction, the Indemnifying indemnifying Party shall not be required to substitute a fully equivalent Product or process or modify the Product or process if the Indemnifying indemnifying Party obtains an opinion from competent patent counsel reasonably acceptable to the other party Party or otherwise provides reasonable assurances that such Product or process is not infringing or that the patents alleged to have been infringed are invalid.