By Alien Sample Clauses
By Alien. Alien shall indemnify, defend and hold harmless Impinj from and against any and all claims, actions, losses, liabilities, damages, costs and expenses (including but not limited to reasonable attorneys’ fees and costs, but excluding any Product IP Claim) to the extent based on a claim that (i) any strap or inlay product from Alien incorporating any Product (but not if Monza or Monza-2, as applicable, alone would have infringed the same Intellectual Property Rights without the strap or inlay product from Alien); (ii) Impinj’s compliance with Alien’s specifications; (iii) any combination with, addition to, or modification of the Products after delivery by Impinj to Alien; or (iv) the FSA Intellectual Property; infringes or misappropriates any third party Intellectual Property Rights.
By Alien. Alien hereby grants to Tower a worldwide, non-exclusive, nontransferable (except pursuant to Section 12.1 below), royalty-free (except as otherwise provided in an applicable SOW), with no right to sublicense (expect as expressly permitted in this Section 7.1) licenses to use any:
(a) Existing Technology and other Technology Developed solely by Alien that are owned and licensable by Alien (and the Intellectual Property Rights of Alien therein), solely to perform Tower’s obligations under this Agreement and under any applicable SOW;
(b) Developed Technology jointly Developed by Alien and Tower, that are owned and licensable by Alien (and the Intellectual Property Rights of Alien therein), solely to perform Tower’s obligations under this Agreement and under any applicable SOW and to make and have made for Alien, use, have used, lease, offer to sell, sell, export or otherwise transfer any products or related processes based on work and deliverables arising from a SOW (including any derivative of such Developed Technology as described in this sentence), and to practice and have practiced for Alien any method in support of these rights. *** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.