Common use of INDEMNIFICATION FOR INFRINGEMENT Clause in Contracts

INDEMNIFICATION FOR INFRINGEMENT. GW shall defend and indemnify, at its expense, any claim or suit brought by a third party against Subscriber alleging that GW Product infringes a patent, copyright, or trademark and shall pay all costs and damages finally awarded. GW‟s indemnification obligations are conditioned on the following: (i) Subscriber provides prompt written notice of such claim or suit (but in any event notice in sufficient time for GW to respond without prejudice), (ii) Subscriber‟s provides commercially reasonable assistance to the defense of such claim or suit and (iii) GW has the exclusive right to control and direct the investigation, defense and settlement (if applicable) of such claim. If Subscriber‟s use of the GW Product under the terms of this Agreement is, or in GW opinion is likely to be, enjoined due to infringement, then GW will, at its sole option and expense, (i) obtain the right to continue using GW Product, (ii) replace or modify the GW Product so that it becomes non-infringing, or (iii) if the remedies set forth in clauses (i) and (ii) are not available on a commercially reasonable basis, terminate the Agreement and refund to Subscriber a pro-rata amount of the Subscription fees paid by Subscriber based on the time remaining in the Subscription Term after removal of the GW Product from Subscriber‟s systems and Subscriber‟s return of the GW Product to GW. GW shall have no liability for actual or alleged infringement based upon the use of GW Product outside the scope herein, in combination with other products, devices or software not furnished by GW, or arising out of modifications made to GW Product by Subscriber or any third party to the extent the claim or suit of infringement would not have occurred but for such combination or modification. WITH RESPECT TO ANY CLAIMS OR ACTIONS RELATING TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS WITH REGARD TO THE GW PRODUCTS OR THIS AGREEMENT, THE REMEDIES SET FORTH IN THIS SECTION 7 SHALL BE SUBSCRIBER‟S SOLE AND EXCLUSIVE REMEDY AND GW‟S SOLE OBLIGATION.

INDEMNIFICATION FOR INFRINGEMENT. GW shall defend (a) Netopia represents and indemnify, at its expense, any claim or suit brought by a third party against Subscriber alleging that GW Product infringes a patent, copyright, or trademark and shall pay all costs and damages finally awarded. GW‟s indemnification obligations are conditioned on the followingwarrants that: (i) Subscriber provides prompt written notice the Server Product and the Product do not infringe any patent or copyright or violate the trade secret or other proprietary rights of such claim or suit (but in any event notice in sufficient time for GW to respond without prejudice), third party; (ii) Subscriber‟s provides commercially reasonable assistance Netopia or Netopia's licensors own all patents, copyrights, trade secrets and other proprietary rights in and to the defense of such claim or suit Server Product and the Product; and (iii) GW has Netopia possesses the exclusive legal right and authority to control execute and direct the investigationperform this Agreement. (b) Netopia agrees to indemnify, defense hold harmless, and settlement (defend ( from and against any and all damages, costs, and expenses. including reasonable attorneys' fees and costs, incurred in connection with a claim of a third party which, if applicable) of such claim. If Subscriber‟s use true, would constitute a breach of the GW Product under foregoing warranties (hereinafter "Infringement Claims"), provided Distributor notifies Netopia promptly in writing of the terms existence of this Agreement isan Infringement Claim and grants Netopia sole control over its defense or settlement, or and Distributor provides reasonable assistance in GW opinion is likely the defense of the same. (c) Following notice of an Infringement Claim, Netopia shall use commercially reasonable efforts to be, enjoined due to infringement, then GW will, at its sole option and expense, (i) obtain procure for Distributor the right to continue using GW Productto market, (ii) use and have others use, the allegedly infringing Server Product or Product or may replace or modify the GW Server Product so that and the Product with a functionally comparable product to make it becomes non-infringing. In the event that Netopia does not or cannot comply with this Section 4(c), or (iii) if the remedies set forth Netopia shall refund to Distributor all license fees paid, in clauses (i) and (ii) are not available on a commercially reasonable basis, terminate the which case this Agreement and refund the license granted hereunder shall terminate immediately, and Netopia shall have no further obligations to Subscriber a pro-rata amount of the Subscription fees paid by Subscriber based on the time remaining in the Subscription Term after removal of the GW Product from Subscriber‟s systems and Subscriber‟s return of the GW Product to GWDistributor. GW (d) Netopia shall have no liability for actual or alleged infringement any Infringement Claim based upon the on Distributor's (i) use of GW the Server Product, and hosting or distribution of the Product outside the scope hereinafter Netopia's notice that Distributor should cease use, in combination with other products, devices hosting or software not furnished by GWdistribution due to an Infringement Claim, or arising out (ii) combination of modifications made the Server Product or the Product with a non-Netopia program or data, if such Infringement Claim would have been avoided by the exclusive use of the Server Product or the Product. (e) The provisions of this Section 4 state Netopia's entire liability to GW Product by Subscriber or any third party Distributor with regard to the extent the claim or suit of infringement would not have occurred but for such combination or modification. WITH RESPECT TO ANY CLAIMS OR ACTIONS RELATING TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS WITH REGARD TO THE GW PRODUCTS OR THIS AGREEMENT, THE REMEDIES SET FORTH IN THIS SECTION 7 SHALL BE SUBSCRIBER‟S SOLE AND EXCLUSIVE REMEDY AND GW‟S SOLE OBLIGATIONInfringement Claims.

INDEMNIFICATION FOR INFRINGEMENT. GW Subject to Section 8 of this Agreement, LeaseQuery shall indemnify, defend and indemnifyhold Client harmless from and against any third-party claims or suits arising out of actual infringement by the Solution and the reports generated by the Solution of the third-party’s Intellectual Property Rights, at its expense, any claim or suit brought by a third party against Subscriber alleging provided that GW Product infringes a patent, copyright, or trademark and shall pay all costs and damages finally awarded. GW‟s indemnification obligations are conditioned on the following: (i) Subscriber provides prompt written notice Client immediately notifies LeaseQuery in writing of such claim or suit (but in any event notice in sufficient time for GW to respond without prejudice)the third-party claim, (ii) Subscriber‟s provides commercially reasonable assistance Client tenders to LeaseQuery complete control of the defense of such claim or suit defense, and (iii) GW has Client cooperates with LeaseQuery in its defense of the exclusive right claim at LeaseQuery’s expense. These obligations of LeaseQuery do not apply with respect to control and direct claims arising out of or related to Client Data or to portions or components of the investigationSolution or reports generated by the Solution (A) that (in the case of reports generated by the Solution) are modified (other than by LeaseQuery) after delivery by LeaseQuery, defense and settlement (if applicableB) of such claim. If Subscriber‟s where Client continues the allegedly infringing activity after being notified thereof, or (C) where Client’s use of the GW Product under Solution or reports generated by the terms of Solution is not in accordance with this Agreement isand the applicable Sales Order. If LeaseQuery or Client is enjoined from providing access to, or in GW opinion is likely to beusing, enjoined due to infringementthe Solution or LeaseQuery reasonably believes that LeaseQuery or Client will be enjoined, then GW willLeaseQuery shall have the right, at its sole option and expenseoption, (i) to obtain for Client the right to continue using GW Product, (ii) to access the Solution or to replace or modify the GW Product Solution so that it becomes nonis no longer infringing. If neither of the foregoing options is commercially practicable to LeaseQuery, then Client’s access to the Solution may be terminated at the option of LeaseQuery and LeaseQuery shall refund or offset against other amounts due to LeaseQuery any prepaid subscription fees prorated for the portion of the then-infringing, or (iii) if current term remaining after the remedies effective date of the termination. The obligations set forth in clauses (i) this paragraph shall be LeaseQuery’s sole and (ii) are not available on a commercially reasonable basisexclusive obligations, terminate the Agreement and refund to Subscriber a pro-rata amount of the Subscription fees paid by Subscriber based on the time remaining in the Subscription Term after removal of the GW Product from Subscriber‟s systems Client’s sole and Subscriber‟s return of the GW Product to GW. GW shall have no liability exclusive remedy, for actual or alleged infringement based upon the use of GW Product outside the scope herein, in combination with other products, devices or software not furnished by GW, or arising out of modifications made to GW Product by Subscriber or any third party to the extent the claim or suit of infringement would not have occurred but for such combination or modification. WITH RESPECT TO ANY CLAIMS OR ACTIONS RELATING TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS WITH REGARD TO THE GW PRODUCTS OR THIS AGREEMENT, THE REMEDIES SET FORTH IN THIS SECTION 7 SHALL BE SUBSCRIBER‟S SOLE AND EXCLUSIVE REMEDY AND GW‟S SOLE OBLIGATIONinfringement.

INDEMNIFICATION FOR INFRINGEMENT. GW Subject to Section 14 below, UroGen shall defend defend, indemnify and indemnifyhold Xxxxxx harmless with respect to all claims, liabilities, losses or expenses (including attorneys' fees) of Xxxxxx arising out of or in connection with the infringement of patents, trademarks (except trademarks used on the Products at the request of Xxxxxx) or copyrights arising out of the use or sale of the Products supplied to Xxxxxx under this Agreement. Xxxxxx shall communicate to UroGen all charges of alleged infringement, within a reasonable time after their receipt. Xxxxxx will cooperate with UroGen in defending or otherwise resolving each charge of infringement. UroGen agrees to bear all costs and expenses of litigation, including attorneys fees in connection with such alleged infringement, and UroGen will reimburse Xxxxxx for each disbursement made by Xxxxxx in satisfaction of a final judgement issued in such litigation, but Xxxxxx may, at its own expense, be also represented by its own counsel in any claim or suit brought by a third party against Subscriber alleging such litigation. In the event that GW sale of any Product infringes a patentis enjoined, copyrightUroGen shall repurchase Xxxxxx'x inventory of such Product at Xxxxxx'x Fully Loaded Cost therefor. However, or trademark and the foregoing indemnification obligation shall pay all costs and damages finally awarded. GW‟s indemnification obligations are conditioned on the following: not apply to (i) Subscriber provides prompt written notice claims for infringement of such claim any rights relating to the Factor VIII gene rights which have been supplied to UroGen by Xxxxxx or suit (but in any event notice in sufficient time for GW to respond without prejudice), (ii) Subscriber‟s provides commercially reasonable assistance claims for infringement in any jurisdiction in which Xxxxxx has assumed responsibility for regulatory compliance in accordance with Section 6.1 hereof. In the event Xxxxxx elects to the defense of defend such claim or suit and (iii) GW has the exclusive right to control and direct the investigationinfringement claim, defense and settlement (if applicable) of such claim. If Subscriber‟s use of the GW Product under the terms of this Agreement is, or in GW opinion is likely to be, enjoined due to infringement, then GW willUroGen will cooperate with Xxxxxx, at its sole option and Xxxxxx'x expense, (i) obtain in such defense. Neither party shall settle any suit for infringement the right to continue using GW Productsettlement of which would materially affect the other's rights or interests under this Agreement, (ii) replace the Development Agreement or modify otherwise without the GW Product so that it becomes non-infringingother party's prior written consent, or (iii) if the remedies set forth in clauses (i) and (ii) are which consent shall not available on a commercially reasonable basis, terminate the Agreement and refund to Subscriber a pro-rata amount of the Subscription fees paid by Subscriber based on the time remaining in the Subscription Term after removal of the GW Product from Subscriber‟s systems and Subscriber‟s return of the GW Product to GW. GW shall have no liability for actual or alleged infringement based upon the use of GW Product outside the scope herein, in combination with other products, devices or software not furnished by GW, or arising out of modifications made to GW Product by Subscriber or any third party to the extent the claim or suit of infringement would not have occurred but for such combination or modification. WITH RESPECT TO ANY CLAIMS OR ACTIONS RELATING TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS WITH REGARD TO THE GW PRODUCTS OR THIS AGREEMENT, THE REMEDIES SET FORTH IN THIS SECTION 7 SHALL BE SUBSCRIBER‟S SOLE AND EXCLUSIVE REMEDY AND GW‟S SOLE OBLIGATIONbe unreasonably withheld.