Common use of Infringement Clause in Contracts

Infringement. (A) Indemnifying Party will defend, at its expense, Indemnified Party and its Customers against any action, suit or proceeding brought against Indemnified Party or such Customers by a third party alleging infringement or misappropriation of Intellectual Property arising from Indemnified Party’s or such Customers’ use of Indemnifying Party’s Seller-Branded Products, Deliverables or Intellectual Property licensed pursuant to Additional Terms, or receipt of Indemnifying Party’s Services (such Seller-Branded Products, Deliverables, Intellectual Property and Services, collectively “Seller-Provided Resources”), and will indemnify Indemnified Party and its Customers for all amounts finally awarded by a court or agreed in a settlement and reasonable attorney’s fees resulting from such action, suit or proceeding, except to the extent that the infringement or misappropriation arises out of (1) third-party content within such Seller-Provided Resources; (2) a modification of such Seller-Provided Resources other than by Indemnifying Party (unless such modification was authorized by Indemnifying Party); (3) a modification of such Seller-Provided Resources by Indemnifying Party in accordance with Indemnified Party’s specifications or instructions; (4) combination, operation or use of such Seller-Provided Resources with non-Seller-Provided Resources if the claim of infringement or misappropriation could have been avoided had such combination, operation or use not occurred; (5) use of such Seller-Provided Resources for purposes not contemplated by the Master Agreement, applicable Transaction Documents or applicable Specifications and documentation provided by the Seller; or (6) a Seller-Branded Product or Deliverable that is not at the most current release level if the most current release level is non-infringing and has been made available to Indemnified Party at no additional cost. (B) If the Buyer or a Customer is enjoined from, or if the Seller believes the Buyer or a Customer may be enjoined from, using any Seller-Provided Resource as a result of any action or proceeding brought by a third party alleging infringement or misappropriation, or if the Seller believes that such a claim may arise, the Seller will, in addition to indemnifying the Buyer as provided in this Section, (1) promptly, at Indemnifying Party’s expense, secure the right to continue using such Seller-Provided Resource, or (2) if this cannot be accomplished with commercially reasonable efforts, then, at Indemnifying Party’s cost and expense, replace or modify such Seller-Provided Resource to make it non-infringing, provided that any such replacement or modification will not degrade the performance or quality of such Seller-Provided Resource, or (3) if neither of the foregoing can be accomplished by Indemnifying Party with commercially reasonable efforts, and only in such event, then the Buyer will, as applicable (a) return the applicable Seller-Branded Product or Deliverable and receive a refund of the amount paid for the affected Product if the claim is brought in the first year after purchase or the depreciated value if the claim is brought thereafter, (b) cease use of the applicable Intellectual Property, in which case the Seller will refund any amounts paid for such Intellectual Property, or (c) cease use of the applicable Service, in which case the Seller will, with respect to (i) Support Services, refund any prepaid amounts for the applicable Service and the ongoing fees will be equitably adjusted to reflect such removal, and (ii) Professional Services, refund the amount paid for the applicable Professional Services. The remedies set forth in this Section state the Seller’s entire liability, and the Buyer’s sole and exclusive remedies, with respect to any infringement or misappropriation by Seller-Provided Resources of any third-party Intellectual Property rights.

Infringement. (Aa) Indemnifying Party Each of BioForm and Supplier will defend, at its expense, Indemnified Party notify the other party in writing of any infringement of a Proprietary Right in the Field and its Customers against any action, suit in the Territory or proceeding brought against Indemnified Party or such Customers by a third party alleging infringement or misappropriation of Intellectual Property arising from Indemnified Party’s or such Customers’ use of Indemnifying Party’s Seller-Branded Products, Deliverables or Intellectual Property licensed pursuant to Additional Terms, or receipt of Indemnifying Party’s Services (such Seller-Branded Products, Deliverables, Intellectual Property and Services, collectively “Seller-Provided Resources”), and will indemnify Indemnified Party and its Customers for all amounts finally awarded by a court or agreed in a settlement and reasonable attorney’s fees resulting from such action, suit or proceeding, except to the extent that the infringement or misappropriation arises out of (1) third-party content within such Seller-Provided Resources; (2) a modification of such Seller-Provided Resources other than by Indemnifying Party (unless such modification was authorized by Indemnifying Party); (3) a modification of such Seller-Provided Resources by Indemnifying Party in accordance with Indemnified Party’s specifications or instructions; (4) combination, operation unauthorized disclosure or use of any Confidential Information pertaining to the Company Product within 15 calendar days after it becomes aware of such Seller-Provided Resources with non-Seller-Provided Resources if the claim of infringement or misappropriation could unauthorized disclosure. Supplier shall have been avoided had the exclusive right to determine what action, if any, to take in response to any such combination, operation unauthorized use and to take all legal action it deems necessary or use not occurred; (5) use advisable to eliminate or minimize the consequences of such Seller-Provided Resources for purposes not contemplated by any infringement of a Proprietary Right in the Master Agreement, applicable Transaction Documents or applicable Specifications Field and documentation provided by in the Seller; or (6) a Seller-Branded Product or Deliverable that is not at the most current release level if the most current release level is non-infringing and has been made available to Indemnified Party at no additional costTerritory. (Bb) If Supplier shall permit BioForm to participate at its own cost in any legal action brought by Supplier to eliminate or minimize the Buyer or a Customer is enjoined from, or if the Seller believes the Buyer or a Customer may be enjoined from, using any Seller-Provided Resource as a result consequences of any action or proceeding brought by infringement of a third party alleging infringement or misappropriation, or if Proprietary Right in the Seller believes Field in the Territory; provided that such a claim may arise, the Seller will, in addition to indemnifying the Buyer as provided in this Section, (1) promptly, at Indemnifying Party’s expense, secure Supplier shall maintain the right to continue using control the prosecution of such Selleraction. (c) If BioForm elects to participate in the legal action, all proceeds realized upon any judgment or settlement regarding an action undertaken pursuant to Section 7.2(a) with respect to infringement of Proprietary Rights (net of direct out-Provided Resourceof-pocket fees and expenses relating thereto) in the Field in the Territory shall be shared equally by Supplier and BioForm with respect to infringement of Patent Rights. (d) If BioForm can demonstrate that an infringing product has gained a minimum of [****] share of the market addressed by the Company Product in the Field in the Territory taken as a whole, the Transfer Price paid by BioForm to Supplier for Company Product will decrease by [****] per unit. Such decrease will remain in effect until a Favorable Conclusion is obtained. For the purposes of this Agreement, a “Favorable Conclusion” is defined as a cessation of the infringement, withdrawal of the infringing product from the Field in the Territory, reduction of the infringing products market share in the Field in the Territory to less than [****], or (2) if this other compromise conclusion to the infringement that is reasonably acceptable to both BioForm and Supplier. If a Favorable Conclusion cannot be accomplished with commercially reasonable efforts, then, at Indemnifying Party’s cost and expense, replace or modify such Seller-Provided Resource to make it non-infringing, provided that any such replacement or modification will not degrade obtained the performance or quality of such Seller-Provided Resource, or (3) if neither of the foregoing can be accomplished by Indemnifying Party with commercially reasonable efforts, and only in such event, then the Buyer will, as applicable (a) return the applicable Seller-Branded Product or Deliverable and receive a refund of the amount paid for the affected Product if the claim is brought in the first year after purchase or the depreciated value if the claim is brought thereafter, (b) cease use of the applicable Intellectual Property, in which case the Seller will refund any amounts paid for such Intellectual Property, or (c) cease use of the applicable Service, in which case the Seller will, with respect to (i) Support Services, refund any prepaid amounts for the applicable Service and the ongoing fees will be equitably adjusted to reflect such removal, and (ii) Professional Services, refund the amount paid for the applicable Professional Services. The remedies decreased Transfer Price set forth in this Section state 7.2(d) will remain for the Seller’s entire liability, and the Buyer’s sole and exclusive remedies, with respect to any infringement or misappropriation by Seller-Provided Resources Term of any third-party Intellectual Property rightsthis Agreement.

Infringement. (A) Indemnifying Party will defend, at its expense, Indemnified Party and its Customers 20.1 Avaya shall defend or settle all suits against Distributor alleging that any action, suit or proceeding brought against Indemnified Party or such Customers by a third party alleging infringement or misappropriation of Intellectual Property arising from Indemnified Party’s or such Customers’ use of Indemnifying Party’s Seller-Branded Products, Deliverables or Intellectual Property licensed pursuant to Additional Terms, or receipt of Indemnifying Party’s Services (such Seller-Branded Products, Deliverables, Intellectual Property and Services, collectively “Seller-Provided Resources”)Product furnished under the Agreement infringes any United States patent, and will indemnify Indemnified Party Avaya shall pay all damages and its Customers for all amounts finally awarded costs which, by final judgment of a court or agreed in a competent jurisdiction, may be assessed against Distributor on account of such infringement, but such defense, settlement and reasonable attorney’s fees resulting from payments are conditioned on the following: (a) Distributor gives Avaya prompt written notice of all such actioninfringement claims and suits, suit and full opportunity and authority in the name of Distributor or proceeding, except otherwise to assume the extent that the infringement or misappropriation arises out of (1) third-party content within such Seller-Provided Resources; (2) a modification sole defense and settlement of such Seller-Provided Resources other than by Indemnifying Party suits; and (unless such modification was authorized by Indemnifying Party); (3b) a modification Avaya shall have sole control of such Seller-Provided Resources by Indemnifying Party in accordance with Indemnified Party’s specifications or instructions; (4) combination, operation or use of such Seller-Provided Resources with non-Seller-Provided Resources if the claim of infringement or misappropriation could have been avoided had such combination, operation or use not occurred; (5) use of such Seller-Provided Resources for purposes not contemplated by the Master Agreement, applicable Transaction Documents or applicable Specifications and documentation provided by the Seller; or (6) a Seller-Branded Product or Deliverable that is not at the most current release level if the most current release level is non-infringing and has been made available to Indemnified Party at no additional cost. (B) If the Buyer or a Customer is enjoined from, or if the Seller believes the Buyer or a Customer may be enjoined from, using any Seller-Provided Resource as a result defense of any action on such claim and all negotiations of its settlement or proceeding brought by compromise; and (c) Distributor furnishes Avaya with all information and assistance available to Distributor for such defense. 20.2 In the event of a third party alleging infringement or misappropriationclaim of infringement, or if the Seller believes a threatened claim of infringement, Distributor agrees that such a claim may arise, the Seller willAvaya, in addition its sole discretion, may make commercially reasonable efforts to indemnifying the Buyer as provided in this Section, either: (1a) promptly, at Indemnifying Party’s expense, secure produce for Distributor the right to continue using selling the Product; (b) replace the Product subject to the claim with non-infringing Product which is functionally equivalent; (c) modify the Product so that it becomes non-infringing. In the event Avaya cannot accomplish such Seller-Provided Resourceremedial measures specified in subsections (a), (b) or (2c) if this cannot be accomplished with through commercially reasonable efforts, then, at Indemnifying Party’s cost then Avaya shall have the option to re-acquire the infringing Product and expense, replace or modify such Seller-Provided Resource to make it non-infringing, provided that refund the purchase price less a reasonable allowance for use and damage. 20.3 Sections 20.1 and 20.2 state the entire liability of Avaya for intellectual property infringement by any such replacement or modification will Product furnished under the Agreement. 20.4 Avaya’ obligations under Section 20.1 shall not degrade the performance or quality of such Seller-Provided Resource, or (3) if neither of the foregoing can be accomplished by Indemnifying Party with commercially reasonable effortsapply to, and only in such eventDistributor agrees to indemnify and save Avaya harmless from, then the Buyer willall costs, as applicable expenses, liabilities and claims for infringement of any intellectual property rights: (a) return the applicable Seller-Branded Product arising from adherence to instructions, specifications or Deliverable and receive a refund of the amount paid for the affected Product if the claim drawings which Avaya is brought in the first year after purchase or the depreciated value if the claim is brought thereafter, directed by Distributor to follow; (b) cease relating to use or sale of the applicable Intellectual Property, Products in which case the Seller will refund any amounts paid for such Intellectual Property, combination with other item(s) not furnished by Avaya; or (c) cease use arising from any modifications made to the Products by Distributor or any of the applicable Service, in which case the Seller will, with respect to (i) Support Services, refund any prepaid amounts for the applicable Service and the ongoing fees will be equitably adjusted to reflect such removal, and (ii) Professional Services, refund the amount paid for the applicable Professional Services. The remedies set forth in this Section state the Seller’s entire liability, and the Buyer’s sole and exclusive remedies, with respect to any infringement or misappropriation by Sellerits End-Provided Resources of any third-party Intellectual Property rightsUsers.

Infringement. 16.1 Each party (Athe “Delivering Party”) Indemnifying will support the other party (the “Receiving Party”) in any action based on a claim that the materials delivered by the Delivering Party will defend, at its expense, Indemnified to the Receiving Party and its Customers against any action, suit or proceeding brought against Indemnified Party or such Customers by a third party alleging infringement or misappropriation of Intellectual Property arising from Indemnified Party’s or such Customers’ use of Indemnifying Party’s Seller-Branded Products, Deliverables or Intellectual Property licensed pursuant to Additional Terms, or receipt of Indemnifying Party’s Services under this Agreement (such Seller-Branded Products, Deliverables, Intellectual Property and Services, collectively the “Seller-Provided ResourcesDelivered Materials”), and will indemnify Indemnified Party and its Customers for all amounts finally awarded by a court or agreed in a settlement and reasonable attorney’s fees resulting from such action, suit or proceeding, except to the extent that the infringement or misappropriation arises out of (1) third-party content within such Seller-Provided Resources; (2) a modification of such Seller-Provided Resources other than by Indemnifying Party (unless such modification was authorized by Indemnifying Party); (3) a modification of such Seller-Provided Resources by Indemnifying Party when used in accordance with Indemnified this Agreement, infringe any patent, copyright or trade secret provided that the Receiving Party shall notify the Delivering Party promptly in writing of each such suit. However, a party shall not be obliged to support the other party in any action based upon an infringement or alleged infringement of any patent, copyright, trade secret, mask work, trademark or other property right by; (a) the Receiving Party’s specifications or instructionsmanufacturing process; (4b) combination, operation any modification of the Delivered Materials not made by the Delivering Party; or (c) the use of the Delivered Materials in combination with other equipment, technology or software not purchased or licensed from the Delivering Party, provided that such Seller-Provided Resources with non-Seller-Provided Resources if the claim of infringement or misappropriation could would not have been avoided had occurred but for such combination, operation modification or enhancement. 16.2 The Receiving Party will support the Delivering Party in any action based on a claim that (a) the process used by or on behalf of the Receiving Party in manufacturing products incorporating, embodying or based upon the Delivered Materials, (b) any modification of the Delivered Materials made by or on behalf of the Receiving Party, or (c) the use of the Delivered Materials in combination with other equipment, software or technology not occurredpurchased or licensed from the Delivering Party, provided that such claim would not have occurred but for such combination, modification or enhancement, has infringed any patent, copyright or trade secret provided that the Delivering Party shall notify the Receiving Party promptly in writing of such suits. 16.3 If any Delivered Materials provided to LGS by ARM, or any portion thereof, is finally adjudged to infringe a patent or copyright, ARM shall, at ARM’s election, use its reasonable efforts to; (5a) use of such Seller-Provided Resources for purposes not contemplated by the Master Agreement, applicable Transaction Documents or applicable Specifications and documentation provided by the Seller; or (6) a Seller-Branded Product or Deliverable that is not at the most current release level if the most current release level is non-infringing and has been made available to Indemnified Party at no additional cost. (B) If the Buyer or a Customer is enjoined from, or if the Seller believes the Buyer or a Customer may be enjoined from, using any Seller-Provided Resource as a result of any action or proceeding brought by a third party alleging infringement or misappropriation, or if the Seller believes that such a claim may arise, the Seller will, in addition to indemnifying the Buyer as provided in this Section, (1) promptly, at Indemnifying Party’s expense, secure procure the right to continue using such Seller-Provided Resource, or the unmodified Delivered Materials; (2b) if this cannot be accomplished with commercially reasonable efforts, then, at Indemnifying Party’s cost and expense, replace or modify such Seller-Provided Resource to make it the Delivered Materials so that they become non-infringing, provided that any such replacement or modification will not degrade ; (c) replace the performance or quality of such Seller-Provided Resourceunmodified Delivered Materials, or infringing portions thereof, with reasonably equivalent non-infringing products; or (3d) if neither pay compensatory damages to LGS, subject to the limitations of the foregoing can be accomplished by Indemnifying Party with commercially reasonable effortsClause 16.6. The provisions of this Clause 16.3 do not extend to any suit based upon an infringement or alleged infringement of any patent, and only in such eventcopyright, then the Buyer willtrade secret, as applicable mask work, trademark or other property right by; (a) return the applicable Seller-Branded Product or Deliverable and receive a refund of the amount paid for the affected Product if the claim is brought in the first year after purchase or the depreciated value if the claim is brought thereafter, LGS manufacturing process; (b) cease use any modification of the applicable Intellectual Property, in which case the Seller will refund any amounts paid for such Intellectual Property, Delivered Materials not made by ARM; or (c) cease the use of the applicable ServiceDelivered Materials in combination with other equipment, in which case technology or software not purchased or licensed from ARM, provided that such claim would not have occurred but for such combination, modification or enhancement. 16.4 If any Delivered Materials provided to ARM by LGS, or any portion thereof, is finally adjudged to infringe a patent or copyright. LGS shall, at LGS’s election, use its reasonable efforts to; (a) procure the Seller willright to continue using the unmodified Delivered Materials; (b) modify the Delivered Materials so that they become non-infringing; (c) replace the unmodified Delivered Materials, or infringing portions thereof, with reasonably equivalent non-infringing products; or (d) pay compensatory damages to ARM subject to the limitations of Clause 16.6. The provisions of this Clause 16.4 do not extend to any suit based upon an infringement or alleged infringement of any patent, copyright, trade secret, mask work, trademark or other property right by any modification of the Delivered Materials not made by LGS. 16.5 In the event that there is a final adjudication of infringement, the liability of the Delivering Party for such infringement shall terminate with respect to (i) Support Services, refund any prepaid amounts for all damages regarding the applicable Service and infringing intellectual property arising after the ongoing fees will be equitably adjusted to reflect date of such removal, and (ii) Professional Services, refund the amount paid for the applicable Professional Services. The remedies set forth in this Section state the Seller’s entire liability, and the Buyer’s sole and exclusive remedies, with respect to any infringement or misappropriation by Seller-Provided Resources of any third-party Intellectual Property rightsfinal adjudication.

Infringement. (A) Indemnifying Party will defendDBTS shall defend or settle, at its own expense, Indemnified Party and its Customers any action against Licensee to the extent based upon a claim that a Product infringes any action, suit valid United States patent issued as of the Effective Date or proceeding brought against Indemnified Party worldwide copyright or such Customers by a trade secret of an unaffiliated third party alleging infringement or misappropriation of Intellectual Property arising from Indemnified Party’s or such Customers’ use of Indemnifying Party’s Seller-Branded Products, Deliverables or Intellectual Property licensed pursuant to Additional Terms, or receipt of Indemnifying Party’s Services (such Seller-Branded Products, Deliverables, Intellectual Property and Services, collectively “Seller-Provided Resources”), and will indemnify Indemnified Party and its Customers for all amounts pay such damages or costs as are finally awarded by a court or agreed against Licensee attributable to such claim, provided that Licensee (i) notifies DBTS promptly in a settlement and reasonable attorney’s fees resulting from writing of any such action, suit gives DBTS sole control of the defense and/or settlement of such action, and (iii) gives DBTS all reasonable information and assistance (at DBTS’s expense, excluding time spent by Licensee’s employees or proceedingconsultants). Should the Product become, except or in the opinion of DBTS be likely to become, the extent that subject of such an infringement claim, DBTS may, at its option: (i) procure for Licensee the infringement right to use the Product free of any liability; replace or misappropriation arises out of modify, in whole or in part, the Product to make it non-infringing; or (1iii) third-party content within such Seller-Provided Resourcesdiscontinue the Product, or part thereof, in which case DBTS shall reimburse Licensee for any fees paid for a period in which the Product is not available to Licensee. DBTS assumes no liability hereunder for: (i) any method or process in which the Product may be used; (2ii) any compliance with Licensee's specifications; (iii) use of other than a current unaltered release of the Product; (iv) modification of such Seller-Provided Resources the Product by anyone other than by Indemnifying Party DBTS; or (unless such modification was authorized by Indemnifying Party); (3v) a modification of such Seller-Provided Resources by Indemnifying Party in accordance with Indemnified Party’s specifications or instructions; (4) the combination, operation or use of such Seller-Provided Resources the Product with non-Seller-Provided Resources DBTS programs or data if the claim of such infringement or misappropriation could would have been avoided had such by the combination, operation or use not occurred; (5) use of such Seller-Provided Resources for purposes not contemplated by the Master Agreement, applicable Transaction Documents or applicable Specifications and documentation provided by the Seller; or (6) a Seller-Branded Product or Deliverable that is not at the most current release level if the most current release level is non-infringing and has been made available to Indemnified Party at no additional cost. (B) If the Buyer or a Customer is enjoined from, or if the Seller believes the Buyer or a Customer may be enjoined from, using any Seller-Provided Resource as a result of any action or proceeding brought by a third party alleging infringement or misappropriation, or if the Seller believes that such a claim may arise, the Seller will, in addition to indemnifying the Buyer as provided in this Section, (1) promptly, at Indemnifying Party’s expense, secure the right to continue using such Seller-Provided Resource, or (2) if this cannot be accomplished with commercially reasonable efforts, then, at Indemnifying Party’s cost and expense, replace or modify such Seller-Provided Resource to make it non-infringing, provided that any such replacement or modification will not degrade the performance or quality of such Seller-Provided Resource, or (3) if neither of the foregoing can be accomplished by Indemnifying Party Product with commercially reasonable effortsother programs or data. THIS SECTION 7 SETS FORTH DBTS’S ENTIRE LIABILITY AND OBLIGATION AND LICENSEE’S SOLE REMEDY FOR ANY CLAIM OF INFRINGEMENT OF PATENT, and only in such eventCOPYRIGHT, then the Buyer willTRADEMARK, as applicable (a) return the applicable Seller-Branded Product or Deliverable and receive a refund of the amount paid for the affected Product if the claim is brought in the first year after purchase or the depreciated value if the claim is brought thereafter, (b) cease use of the applicable Intellectual Property, in which case the Seller will refund any amounts paid for such Intellectual Property, or (c) cease use of the applicable Service, in which case the Seller will, with respect to (i) Support Services, refund any prepaid amounts for the applicable Service and the ongoing fees will be equitably adjusted to reflect such removal, and (ii) Professional Services, refund the amount paid for the applicable Professional Services. The remedies set forth in this Section state the Seller’s entire liability, and the Buyer’s sole and exclusive remedies, with respect to any infringement or misappropriation by Seller-Provided Resources of any third-party Intellectual Property rightsTRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHTS BY THE PRODUCT OR ITS REPRODUCTION OR USE.

Infringement. (A) Indemnifying Party will defend, at its expense, Indemnified Party ▇▇▇▇▇▇▇▇ agrees to defend UNC HCS from and its Customers against any action, suit or proceeding brought against Indemnified Party or such Customers by a third party claims alleging infringement that the Product furnished and used within the scope of this Agreement infringes or misappropriation misappropriates a United States patent issued as of Intellectual Property arising from Indemnified Party’s the date hereof, copyright, United States trademark or such Customers’ use of Indemnifying Party’s Seller-Branded Products, Deliverables or Intellectual Property licensed pursuant to Additional Terms, or receipt of Indemnifying Party’s Services (such Seller-Branded Products, Deliverables, Intellectual Property and Services, collectively “Seller-Provided Resources”), trade secret and will indemnify Indemnified Party and its Customers for pay all amounts finally final judgments awarded by a court or agreed in a settlement and reasonable settlements entered into on such claims, including attorney’s fees resulting from such action, suit fees. The foregoing indemnity obligation shall not extend to any claims of infringement arising out of or proceeding, except related to (i) a modification of the extent that Product by anyone other than SUPPLIER or its duly authorized agents; (ii) the incorporation into a Product of any information provided by or requested by UNC HCS; (iii) a combination of the Product with any third party Product where the infringement or misappropriation arises out would not exist without such combination; or (iv) the use of (1) third-party content within such Seller-Provided Resources; (2) a modification version of such Seller-Provided Resources the Product other than by Indemnifying Party (unless such modification was authorized by Indemnifying Party); (3) a modification of such Seller-Provided Resources by Indemnifying Party in accordance with Indemnified Party’s specifications or instructions; (4) combination, operation or use of such Seller-Provided Resources with non-Seller-Provided Resources the then‐current version if the claim of infringement or misappropriation could would have been avoided had such combinationby using of the then‐current version. In the event the Product is held or believed by SUPPLIER to infringe, operation or use not occurred; (5) use of such Seller-Provided Resources for purposes not contemplated by the Master Agreement, applicable Transaction Documents or applicable Specifications and documentation provided by the Seller; or (6) a Seller-Branded Product or Deliverable that is not at the most current release level if the most current release level is non-infringing and has been made available to Indemnified Party at no additional cost. (B) If the Buyer or a Customer is enjoined from, or if the Seller believes the Buyer or a Customer may be enjoined from, using any Seller-Provided Resource as a result of any action or proceeding brought by a third party alleging infringement or misappropriation, or if the Seller believes that such a claim may arise, the Seller will, in addition to indemnifying the Buyer as provided in this Section, (1) promptlySUPPLIER may, at Indemnifying Party’s expense, secure the right to continue using such Seller-Provided Resource, or (2) if this cannot be accomplished with commercially reasonable efforts, then, at Indemnifying Party’s cost its sole option and expense, replace or modify such Seller-Provided Resource elect to make it non-infringing, provided that any such replacement or modification will not degrade the performance or quality of such Seller-Provided Resource, or (3) if neither of the foregoing can be accomplished by Indemnifying Party with commercially reasonable efforts, and only in such event, then the Buyer will, as applicable (a) return modify the applicable Seller-Branded Product so that it is non‐infringing; (b) replace the Product with a non‐infringing Product which is functionally equivalent; (c) obtain a license for UNC HCS to continue to use the Product as provided hereunder; or Deliverable and receive a refund if none of the amount paid for the affected Product if the claim is brought in the first year after purchase or the depreciated value if the claim is brought thereafter(a), (b) cease use of the applicable Intellectual Property, in which case the Seller will refund any amounts paid for such Intellectual Property), or (c) cease use of is commercially reasonable, then (d) terminate the applicable Service, in which case the Seller will, with respect to (i) Support Services, refund any prepaid amounts Agreement for the applicable Service infringing Product and the ongoing fees will be equitably adjusted to reflect such removal, and (ii) Professional Services, refund the amount fees paid for the applicable Professional Servicesthat Product. The remedies set forth in this This Section state the Sellerstates SUPPLIER’s entire liability, liability and the Buyer’s UNC HCS’ sole and exclusive remediesremedy for any infringement, with respect to any infringement misappropriation or misappropriation by Seller-Provided Resources other claims arising out of the actual or alleged violation of third party intellectual property rights of any third-party Intellectual Property rightskind. SUPPLIER’s indemnification obligations under this Section are conditioned upon UNC HCS (a) giving prompt notice of the claim to SUPPLIER; (b) granting sole control of the defense and settlement of the claim or action to SUPPLIER; and (c) providing reasonable cooperation to SUPPLIER and, at SUPPLIER’s request and expense, assistance in the defense or settlement of the claim. This Section shall survive any termination or expiration of this Agreement and will continue to bind the parties and their successors and assigns.

Infringement. (A) Indemnifying Subject to the provisions of Section 22.4, each Party will shall indemnify, defend, at its expense, Indemnified and hold the other Party harmless from and its Customers against any action, suit and all Losses related to claims or proceeding demands brought against Indemnified Party or such Customers by a any third party alleging against any of them for any actual or alleged infringement or misappropriation of any Intellectual Property arising from Indemnified Party’s or such Customers’ use of Indemnifying Party’s Seller-Branded Products, Deliverables or Intellectual Property licensed pursuant to Additional Terms, or receipt of Indemnifying Party’s Services (such Seller-Branded Products, Deliverables, Intellectual Property and Services, collectively “Seller-Provided Resources”), and will indemnify Indemnified Party and its Customers for all amounts finally awarded by a court or agreed in a settlement and reasonable attorney’s fees resulting from such action, suit or proceeding, except Right to the extent that (a) based upon technology used by the infringement or misappropriation arises out of (1) third-party content within such Seller-Provided Resources; (2) a modification of such Seller-Provided Resources other than by Indemnifying indemnifying Party (unless such modification was authorized by Indemnifying Party); (3) a modification of such Seller-Provided Resources by Indemnifying Party in accordance with Indemnified Party’s specifications and not owned or instructions; (4) combination, operation or use of such Seller-Provided Resources with non-Seller-Provided Resources if the claim of infringement or misappropriation could have been avoided had such combination, operation or use not occurred; (5) use of such Seller-Provided Resources for purposes not contemplated by the Master Agreement, applicable Transaction Documents or applicable Specifications and documentation provided by the Seller; indemnified Party or its agents) in providing the Services or the Deliverables or developing and implementing the Systems, or (6b) arising from the indemnified Party’s use of the Services, Deliverables and/or the Systems consistent with this Agreement (each such claim or demand, an “Infringement Claim”). In the event of an Infringement Claim, the indemnifying Party may, in its reasonable discretion, either procure a Seller-Branded Product license to enable the indemnified Party to continue to use or Deliverable that is not at receive the most current release level if the most current release level is benefit of such technology, or develop or obtain a non-infringing and has been made available substitute reasonably acceptable to Indemnified Party at no additional cost. (B) If the Buyer or a Customer is enjoined fromindemnified Party. However, or if the Seller believes the Buyer or a Customer may be enjoined from, using any Seller-Provided Resource as a result of any action or proceeding brought by a third party alleging infringement or misappropriation, or if the Seller believes that such a claim may arise, the Seller will, in addition to indemnifying the Buyer as provided in this Section, (1) promptly, at Indemnifying Party’s expense, secure the right to continue using such Seller-Provided Resource, or (2) if this cannot be accomplished with commercially reasonable efforts, then, at Indemnifying Party’s cost and expense, replace or modify such Seller-Provided Resource to make it non-infringing, provided that any such replacement or modification will not degrade the performance or quality of such Seller-Provided Resource, or (3) if neither of the foregoing can is commercially reasonable, the indemnifying Party may cease providing the affected Services or instruct the indemnified Party to cease using the affected Deliverable, subject to the Disentanglement obligations set forth in Section 15 and in the case of Services, the Fees paid by the County shall be accomplished by Indemnifying Party with commercially reasonable effortsequitably reduced, and only in such eventthe case of Deliverables, then the Buyer will, as applicable Vendor shall refund pro-rated amount (ain cash or by means of a credit) return the applicable Seller-Branded Product or Deliverable and receive a refund of the amount Fees paid for the affected Product if Deliverable. Notwithstanding anything to the contrary elsewhere in this Agreement, neither Party shall have an obligation to indemnify, defend, or hold the other Party harmless regarding any claim or action to the extent that it is brought in based upon: (i) a modification of a program or machine by any third party (excluding Vendor’s Subcontractors) that was not specifically approved by the first year after purchase indemnifying Party; (ii) the indemnified Party’s combination, operation, or the depreciated value if the claim is brought thereafter, (b) cease use of the applicable Intellectual Propertyindemnifying Party’s technology with apparatus, in which case the Seller will refund any amounts paid for such Intellectual Propertydata, or programs not furnished or approved by the indemnifying Party; (ciii) cease the use by the indemnified Party of any Software or other technology provided by the indemnifying Party or any third party (including the Vendor Software and the Third Party Software) other than in accordance with the applicable Service, in which case licenses; or (iv) the Seller will, with respect indemnified Party’s specifications (to (ithe extent such infringement claim does not arise from any method or manner chosen by the indemnified Party to implement such specifications) Support Services, refund any prepaid amounts for the applicable Service and the ongoing fees will be equitably adjusted indemnifying Party’s specified method or manner for implementing such specifications (to reflect such removal, and (ii) Professional Services, refund the amount paid for the applicable Professional Services. The remedies set forth in this Section state the Seller’s entire liability, and the Buyer’s sole and exclusive remedies, with respect to any infringement or misappropriation by Seller-Provided Resources extent that indemnifying Party is not aware of any third-party Intellectual Property rightsalternative method or manner for implementing such specifications that would not result in such infringement claim).

Infringement. However, Seller will transfer to Buyer whatever transferable warranties and indemnities Seller receives from the manufacturer of the Products. With respect to Products which do not meet applicable manufacturer's specifications and with respect to value-added work by Seller which does not meet applicable Buyer's specifications, Seller's liability is limited (Aat Seller's election) Indemnifying Party will defend, at its expense, Indemnified Party and its Customers against any action, suit or proceeding brought against Indemnified Party or such Customers by a third party alleging infringement or misappropriation of Intellectual Property arising from Indemnified Party’s or such Customers’ use of Indemnifying Party’s Seller-Branded Products, Deliverables or Intellectual Property licensed pursuant to Additional Terms, or receipt of Indemnifying Party’s Services (such Seller-Branded Products, Deliverables, Intellectual Property and Services, collectively “Seller-Provided Resources”), and will indemnify Indemnified Party and its Customers for all amounts finally awarded by a court or agreed in a settlement and reasonable attorney’s fees resulting from such action, suit or proceeding, except to the extent that the infringement or misappropriation arises out of (1) third-party content within refund of Buyer's purchase price paid for such Seller-Provided Resources; Products (without interest), (2) a modification repair of such Seller-Provided Resources other than by Indemnifying Party (unless such modification was authorized by Indemnifying Party); (3) a modification of such Seller-Provided Resources by Indemnifying Party in accordance with Indemnified Party’s specifications or instructions; (4) combination, operation or use of such Seller-Provided Resources with non-Seller-Provided Resources if the claim of infringement or misappropriation could have been avoided had such combination, operation or use not occurred; (5) use of such Seller-Provided Resources for purposes not contemplated by the Master Agreement, applicable Transaction Documents or applicable Specifications and documentation provided by the Seller; or (6) a Seller-Branded Product or Deliverable that is not at the most current release level if the most current release level is non-infringing and has been made available to Indemnified Party at no additional cost. (B) If the Buyer or a Customer is enjoined from, or if the Seller believes the Buyer or a Customer may be enjoined from, using any Seller-Provided Resource as a result of any action or proceeding brought by a third party alleging infringement or misappropriation, or if the Seller believes that such a claim may arise, the Seller will, in addition to indemnifying the Buyer as provided in this Section, (1) promptly, at Indemnifying Party’s expense, secure the right to continue using such Seller-Provided Resource, or (2) if this cannot be accomplished with commercially reasonable efforts, then, at Indemnifying Party’s cost and expense, replace or modify such Seller-Provided Resource to make it non-infringing, provided that any such replacement or modification will not degrade the performance or quality of such Seller-Provided ResourceProducts, or (3) replacement of such Products; provided, however, that such Products must be returned to Seller, if neither of the foregoing can be accomplished by Indemnifying Party with commercially reasonable Seller is unable to repair or replace despite diligent efforts, and only in such event, then the Buyer will, as applicable (a) return the applicable Seller-Branded Product or Deliverable and receive a Seller shall refund of the amount paid for the affected Product if the claim is brought in the first year after Buyer's purchase or the depreciated value if the claim is brought thereafter, (b) cease use of the applicable Intellectual Property, in which case the Seller will refund any amounts price paid for such Intellectual PropertyProducts (without interest) along with acceptable evidence of purchase, or within twenty (c20) cease use days from date of the applicable Servicedelivery, in which case the Seller willtransportation charges prepaid. NEITHER PARTY SHALL IN ANY EVENT BE ENTITLED TO, with respect to AND NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE INCLUDING, WITHOUT BEING LIMITED TO, LOSS OF PROFIT, PROMOTIONAL OR MANUFACTURING EXPENSE, OVERHEAD, INJURY TO REPUTATION OR LOSS OF CUSTOMERS. A PARTIES' RECOVERY FROM THE OTHER FOR ANY CLAIM SHALL NOT EXCEED THE PURCHASE PRICE FOR THE PRODUCTS IRRESPECTIVE OF THE NATURE OF THE CLAIM, WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO EITHER PARTIES INDEMNITY OBLIGATIONS OR BREACH OF CONFIDENTIALITY UNDER SECTION 8 HEREUNDER. The attached A-Plus Manufacturing warranty statement (iAPPENDIX 4) Support Services, refund any prepaid amounts for the applicable Service and the ongoing fees will be equitably adjusted to reflect such removalis incorporated by reference, and (ii) Professional Services, refund the amount paid for the applicable Professional Services. The remedies set forth in this Section state the Seller’s entire liability, and the Buyer’s sole and exclusive remedies, with respect to any infringement or misappropriation by Seller-Provided Resources of any third-party Intellectual Property rightsmade a part hereof.

Infringement. (A) Indemnifying Party will defend, at its expense, Indemnified Party and its Customers against any action, suit or proceeding brought against Indemnified Party or such Customers by If a third party alleging infringement claims that a [***] or misappropriation of any other material [***] developed by Supplier hereunder, infringes its patent, copyright, trade ▇▇▇▇, trade secret, industrial design, topographies or other Intellectual Property arising rights anywhere in the world, Supplier shall and does hereby indemnify and hold JDSU harmless from Indemnified Party’s or and against all claims and other amounts incurred by JDSU in connection with such Customers’ use of Indemnifying Party’s Seller-Branded Productsthird party claim, Deliverables or Intellectual Property licensed pursuant to Additional Terms, or receipt of Indemnifying Party’s Services (such Seller-Branded Products, Deliverables, Intellectual Property and Services, collectively “Seller-Provided Resources”), and will indemnify Indemnified Party and its Customers for all amounts finally including without limitation any monetary relief awarded against JDSU by a court or agreed in a settlement and reasonable attorney’s fees resulting from such actionother judicial, suit legal or proceedingarbitral process, except to the extent that the infringement authority or misappropriation arises out of (1) third-party content within such Seller-Provided Resources; (2) a modification of such Seller-Provided Resources other than by Indemnifying Party (unless such modification was authorized by Indemnifying Party); (3) a modification of such Seller-Provided Resources by Indemnifying Party in accordance with Indemnified Party’s specifications or instructions; (4) combinationjurisdiction, operation or use of such Seller-Provided Resources with non-Seller-Provided Resources if the claim of infringement or misappropriation could have been avoided had such combination, operation or use not occurred; (5) use of such Seller-Provided Resources for purposes not contemplated by the Master Agreement, applicable Transaction Documents or applicable Specifications and documentation provided by the Seller; or (6) a Seller-Branded Product or Deliverable that is not at the most current release level if the most current release level is non-infringing and has been made available to Indemnified Party at no additional cost. (B) If the Buyer or a Customer is enjoined fromfinal settlement amount, or if the Seller believes the Buyer or a Customer may be enjoined fromany, using any Seller-Provided Resource as a result of any action or proceeding brought by a such third party alleging infringement or misappropriationclaim and Supplier shall also, or if at Supplier’s cost, defend JDSU against the Seller believes that third party claim, during which defense, JDSU may be independently represented, at Supplier’s cost, by counsel of JDSU’s selection. JDSU shall promptly notify Supplier of such a claim may ariseand, at Supplier’s cost, cooperate in the Seller will, in defense and all related negotiations. In addition to indemnifying the Buyer as provided other obligations set out in this Section, (1) promptlySupplier shall continue to supply Products and shall use its commercially reasonable efforts, at Indemnifying Party’s expenseits own cost, secure to procure for JDSU and its customers the right to continue using such Seller-Provided Resourceusing, importing, exporting and selling the Product; or (2) if this cannot be accomplished with commercially reasonable efforts, then, at Indemnifying Party’s cost and expensethe consent of JDSU, replace the same with a comparable non-infringing Product or modify such Seller-Provided Resource the Product so as to make it non-infringing, provided that any such replacement or modification will avoid the infringement. Where Supplier has not degrade the performance or quality been able to successfully implement either of such Seller-Provided Resource, or these options within ninety (390) if neither days of Supplier first learning of the foregoing can be accomplished claim, JDSU may [***] immediately by Indemnifying Party written notice to Supplier, terminate this Agreement and may *** Certain information on this page has been omitted and filed separately with commercially reasonable efforts, the Securities and only in such event, then the Buyer will, as applicable (a) return the applicable Seller-Branded Product or Deliverable and receive a refund of the amount paid for the affected Product if the claim is brought in the first year after purchase or the depreciated value if the claim is brought thereafter, (b) cease use of the applicable Intellectual Property, in which case the Seller will refund any amounts paid for such Intellectual Property, or (c) cease use of the applicable Service, in which case the Seller will, Exchange Commission. Confidential treatment has been requested with respect to (i) Support Servicesthe omitted portions. 14 [***] pursuant to this Agreement. Notwithstanding the foregoing, refund any prepaid amounts except for the applicable Service and the ongoing fees will be equitably adjusted Improvements or New Technology solely created by Supplier hereunder, Supplier shall have no obligation to reflect such removal, and (ii) Professional Services, refund the amount paid for the applicable Professional Services. The remedies set forth in JDSU under this Section state 13.2 where the Sellerclaims relate solely to JDSU’s entire liabilityProperty, and the Buyer’s sole and exclusive remedies, with respect JDSU Product designs provided to any infringement Supplier or misappropriation material provided by Seller-Provided Resources of any third-party Intellectual Property rightsJDSU to Supplier.

Infringement. (A) Indemnifying Party will defend, 9.1 The Supplier shall defend at its expense, Indemnified Party and its Customers against own expense any action, suit or proceeding claim brought against Indemnified Party or such Customers by the Customer alleging that the use of the Standard Software, Documentation and Updates (collectively “Materials”) in accordance with this Agreement infringes the UK Intellectual Property Rights of a third party alleging infringement or misappropriation of ('Intellectual Property arising from Indemnified Party’s Claim') and the Supplier shall pay all costs and damages awarded or such Customersagreed to in settlement of an Intellectual Property Claim provided that the Customer: (i) furnishes the Supplier with prompt written notice of the Intellectual Property Claim and makes no comment or admission that may adversely affect the Supplier's ability to defend or settle an Intellectual Property Claim; (ii) provides the Supplier with reasonable assistance in respect of the Intellectual Property Claim; and (iii) gives to the Supplier the sole authority to defend or settle the Intellectual Property Claim. 9.2 If, in the Suppliers’ reasonable opinion, the use of Indemnifying Party’s Seller-Branded Products, Deliverables the Materials is or may become the subject of an Intellectual Property licensed pursuant to Additional Terms, or receipt of Indemnifying Party’s Services (such Seller-Branded Products, Deliverables, Intellectual Property and Services, collectively “Seller-Provided Resources”), and will indemnify Indemnified Party and its Customers Claim then the Supplier shall either obtain for all amounts finally awarded by a court or agreed in a settlement and reasonable attorney’s fees resulting from such action, suit or proceeding, except to the extent that the infringement or misappropriation arises out of (1) third-party content within such Seller-Provided Resources; (2) a modification of such Seller-Provided Resources other than by Indemnifying Party (unless such modification was authorized by Indemnifying Party); (3) a modification of such Seller-Provided Resources by Indemnifying Party in accordance with Indemnified Party’s specifications or instructions; (4) combination, operation or use of such Seller-Provided Resources with non-Seller-Provided Resources if the claim of infringement or misappropriation could have been avoided had such combination, operation or use not occurred; (5) use of such Seller-Provided Resources for purposes not contemplated by the Master Agreement, applicable Transaction Documents or applicable Specifications and documentation provided by the Seller; or (6) a Seller-Branded Product or Deliverable that is not at the most current release level if the most current release level is non-infringing and has been made available to Indemnified Party at no additional cost. (B) If the Buyer or a Customer is enjoined from, or if the Seller believes the Buyer or a Customer may be enjoined from, using any Seller-Provided Resource as a result of any action or proceeding brought by a third party alleging infringement or misappropriation, or if the Seller believes that such a claim may arise, the Seller will, in addition to indemnifying the Buyer as provided in this Section, (1) promptly, at Indemnifying Party’s expense, secure the right to continue using such Seller-Provided Resourcethe Materials which are the subject of the Intellectual Property Claim; or replace or, or (2) if this cannot be accomplished with commercially reasonable effortsthe written consent of the Customer, then, at Indemnifying Party’s cost and expense, replace or modify such Seller-Provided Resource to make it the Materials which are the subject of the Intellectual Property Claim so they become non-infringing, provided that any such replacement or modification will . If the remedies set out in this clause 9 are not degrade in the performance or quality Suppliers’ opinion reasonably available (including on the grounds of such Seller-Provided Resource, or (3) if neither of the foregoing can be accomplished by Indemnifying Party with commercially reasonable efforts, and only in such eventcost), then the Buyer will, as applicable (a) Customer shall return the applicable Seller-Branded Product or Deliverable and receive a refund Materials which are the subject of the amount paid Intellectual Property Claim. 9.3 The Supplier shall have no liability for any Intellectual Property Claim resulting from the affected Product if the claim is brought in the first year after purchase or the depreciated value if the claim is brought thereafter, (b) cease use of the applicable Intellectual Property, Materials in combination with any equipment (other than the Goods) or programs not supplied or approved by the Supplier or any modification of any item of the Software by a party other than the Supplier or its authorised agent or if infringement would have been avoided by the use of a subsequent release of the Materials which case is provided to the Seller will refund any amounts paid for such Intellectual Property, Customer (provided that the Supplier has notified the Customer that using the subsequent release would avoid the infringement claim) or (c) cease the Customer’s use of the applicable Service, Materials in which case any manner not permitted under this Agreement. 9.4 The parties agree that this clause 9 exhaustively sets out the Seller will, with respect Supplier’s responsibility and liability to (i) Support Services, refund any prepaid amounts for the applicable Service and Customer in the ongoing fees will be equitably adjusted to reflect such removal, and (ii) Professional Services, refund the amount paid for the applicable Professional Services. The remedies set forth in this Section state the Seller’s entire liability, and the Buyer’s sole and exclusive remedies, with respect to any infringement or misappropriation by Seller-Provided Resources event of any third-party an Intellectual Property rightsClaim, subject always to clause 8. 9.5 This clause 9 shall survive termination of the Agreement.

Infringement. (A) Indemnifying Party will defendIf any Services or Clearleap Platform become the subject of a claim under Section 14.1(iii), or if as a result of such claim or the settlement thereof, the provision of the Services is prohibited, then Clearleap shall, or shall use its commercially reasonable efforts to cause the responsible party, at the expense of Clearleap or such responsible party, to do one or more of the following: (i) modify the Services or the Clearleap Platform so that they become non-infringing while remaining in compliance with any technical or performance specifications or standards established hereunder; (ii) replace the infringing Services or Clearleap Platform with a non-infringing service or equipment which provides substantially the same functions in substantially the same manner, while remaining in compliance with any technical or performance specifications or standards established hereunder; or (iii) obtain the necessary rights to provide the infringing Services or Clearleap Platform in accordance with this subsection. If none of the foregoing options is reasonably practicable or if despite the implementation of one or more of such options, there is a final determination by a court of competent jurisdiction that continued provision of the Services or Clearleap Platform would constitute an infringement, and if the enjoined Service or Clearleap Platform are necessary as contemplated hereunder, then either party shall have the right to terminate this Agreement and/or the affected Statement(s) of Work upon thirty (30) days’ notice to the other party. Clearleap shall cooperate with Customer to ensure that the Approved Distributors are able to receive the Customer Content directly from Customer or another entity without the loss of such Customer Content or interruption of reception. SECTIONS 14.1, 14.2 AND 14.4 STATE CLEARLEAP’S ENTIRE LIABILITY AND Customer’ SOLE REMEDIES FOR DAMAGES ASSERTED AGAINST Customer ARISING OUT OF THE INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY BY THE SERVICES OR THE CLEARLEAP PLATFORM. Customer Obligations. Customer shall indemnify, defend and hold harmless Clearleap, its expenseparents, Indemnified Party subsidiaries and its Customers affiliates, as well as, each of the foregoing parties’ respective officers, directors, employees and agents (collectively, “Clearleap Indemnitees”) from and against any actionand all Damages arising out any claim based upon (i) alleged or actual libel, suit defamation, invasion of the right of privacy, violation or proceeding brought against Indemnified Party infringement of copyright or trademark or other intellectual property rights by the Customer Content or the Customer Marks provided such Customers claims are not based upon any unauthorized modifications to the Customer Content or the Customer Marks made by Clearleap; (ii) Customer’ violation of any of its representations or warranties under this Agreement; or (iii) any dispute between Customer and an Approved Distributor unless such dispute is caused by Clearleap’s breach of the Agreement. Notwithstanding anything to the contrary set forth above, the foregoing indemnities shall not apply to any Damages for which Clearleap is responsible pursuant to its representations, warranties and indemnity obligations as set forth herein. In the event of a third party alleging infringement or misappropriation of Intellectual Property arising from claim giving rise to a party’s indemnification obligations hereunder, the party seeking indemnification (the “Indemnified Party’s or ”) shall promptly notify the party from whom such Customers’ use of indemnification is sought (the “Indemnifying Party’s Seller-Branded Products, Deliverables or Intellectual Property licensed pursuant to Additional Terms, or receipt of Indemnifying Party’s Services (such Seller-Branded Products, Deliverables, Intellectual Property and Services, collectively “Seller-Provided Resources”), and will indemnify except that any delay by the Indemnified Party and in giving notice shall not relieve the Indemnifying Party of its Customers for all amounts finally awarded by a court or agreed in a settlement and reasonable attorney’s fees resulting from such action, suit or proceeding, indemnification obligations pursuant to this Section except to the extent that its defense or settlement of the infringement or misappropriation arises out of (1) third-party content within such Seller-Provided Resources; (2) a modification of such Seller-Provided Resources other than by claim was materially prejudiced thereby. The Indemnifying Party shall have primary control of the defense of the claims and negotiation for its settlement and compromise, except that (unless such modification was authorized by Indemnifying Party); (3i) a modification of such Seller-Provided Resources by Indemnifying Party in accordance with Indemnified Party’s specifications or instructions; (4) combination, operation or use of such Seller-Provided Resources with non-Seller-Provided Resources if the claim of infringement or misappropriation could have been avoided had such combination, operation or use not occurred; (5) use of such Seller-Provided Resources for purposes not contemplated by the Master Agreement, applicable Transaction Documents or applicable Specifications and documentation provided by the Seller; or (6) a Seller-Branded Product or Deliverable that is not at the most current release level if the most current release level is non-infringing and has been made available to Indemnified Party at no additional cost. (B) If the Buyer or a Customer is enjoined from, or if the Seller believes the Buyer or a Customer may be enjoined from, using any Seller-Provided Resource as a result of any action or proceeding brought by a third party alleging infringement or misappropriation, or if the Seller believes that such a claim may arise, the Seller will, in addition to indemnifying the Buyer as provided in this Section, (1) promptlymay, at Indemnifying Party’s expense, secure the right to continue using such Seller-Provided Resource, or (2) if this cannot be accomplished with commercially reasonable efforts, then, at Indemnifying Party’s its own cost and expense, replace or modify such Seller-Provided Resource obtain separate counsel to make it non-infringing, provided that any such replacement or modification will not degrade the performance or quality of such Seller-Provided Resource, or (3) if neither of the foregoing can be accomplished by Indemnifying Party with commercially reasonable efforts, and only in such event, then the Buyer will, as applicable (a) return the applicable Seller-Branded Product or Deliverable and receive a refund of the amount paid for the affected Product if the claim is brought in the first year after purchase or the depreciated value if the claim is brought thereafter, (b) cease use of the applicable Intellectual Property, in which case the Seller will refund any amounts paid for such Intellectual Property, or (c) cease use of the applicable Service, in which case the Seller will, with respect to (i) Support Services, refund any prepaid amounts for the applicable Service and the ongoing fees will be equitably adjusted to reflect such removalrepresent its interest, and (ii) Professional Services, refund the amount paid for Indemnifying Party may enter into a settlement of such third party claim or action only if such settlement (A) involves only the applicable Professional Services. The remedies set forth in this Section state payment of money damages by the Seller’s entire liabilityIndemnifying Party, and (B) includes a complete release of the BuyerIndemnified Party’s sole Indemnitees, it being acknowledged and exclusive remediesagreed that any other settlement shall be subject to the written consent of the Indemnified Party’s applicable Indemnitee(s). Upon the Indemnifying Party’s request, with respect to any infringement or misappropriation by Sellerthe Indemnified Party shall reasonably cooperate in the Indemnifying Party’s defense and the Indemnifying Party shall reimburse the Indemnified Party for its reasonable out-Provided Resources of any thirdof-party Intellectual Property rightspocket expenses in providing such cooperation. SECTIONS 14.3 AND 14.4 STATE Customer’ ENTIRE LIABILITY AND CLEARLEAP’S SOLE REMEDIES FOR DAMAGES ASSERTED AGAINST CLEARLEAP ARISING OUT OF THE INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY BY THE CUSTOMER MATERIALS.

Infringement. (A) Indemnifying Party will defendLicensor shall have the right, in its sole discretion, to prosecute third parties for infringement of the rights associated with its Software Product. End-User agrees to fully cooperate with Licensor in the prosecution of any such suit, at its Licensor's expense, Indemnified Party . LIMITED WARRANTY Licensor warrants only the media that contains the Software Product to be free from defects in materials and its Customers against any action, suit or proceeding brought against Indemnified Party or such Customers by workmanship under normal use for a third party alleging infringement or misappropriation period of Intellectual Property arising thirty (30) days from Indemnified Party’s or such Customers’ use the date of Indemnifying Party’s SellerEnd-Branded Products, Deliverables or Intellectual Property licensed pursuant to Additional Terms, or receipt of Indemnifying Party’s Services (such SellerUser's receipt. End-Branded Products, Deliverables, Intellectual Property and Services, collectively “Seller-Provided Resources”), and will indemnify Indemnified Party and its Customers for all amounts finally awarded by a court or agreed in a settlement and reasonable attorney’s fees resulting from such action, suit or proceeding, except to the extent that the infringement or misappropriation arises out of (1) third-party content within such Seller-Provided Resources; (2) a modification of such Seller-Provided Resources other than by Indemnifying Party (unless such modification was authorized by Indemnifying Party); (3) a modification of such Seller-Provided Resources by Indemnifying Party in accordance with Indemnified Party’s specifications or instructions; (4) combination, operation or use of such Seller-Provided Resources with non-Seller-Provided Resources if the claim of infringement or misappropriation could have been avoided had such combination, operation or use not occurred; (5) use of such Seller-Provided Resources for purposes not contemplated by the Master Agreement, applicable Transaction Documents or applicable Specifications and documentation provided by the Seller; or (6) a Seller-Branded Product or Deliverable that is not at the most current release level if the most current release level is non-infringing and has been made available to Indemnified Party at no additional cost. (B) If the Buyer or a Customer is enjoined from, or if the Seller believes the Buyer or a Customer may be enjoined from, using any Seller-Provided Resource as a result of any action or proceeding brought by a third party alleging infringement or misappropriation, or if the Seller believes that such a claim may arise, the Seller will, in addition to indemnifying the Buyer as provided in this Section, (1) promptly, at Indemnifying Party’s expense, secure the right to continue using such Seller-Provided Resource, or (2) if this cannot be accomplished with commercially reasonable efforts, then, at Indemnifying Party’s cost and expense, replace or modify such Seller-Provided Resource to make it non-infringing, provided that any such replacement or modification will not degrade the performance or quality of such Seller-Provided Resource, or (3) if neither of the foregoing can be accomplished by Indemnifying Party with commercially reasonable efforts, and only in such event, then the Buyer will, as applicable (a) return the applicable Seller-Branded Product or Deliverable and receive a refund of the amount paid User shall assume responsibility for the affected Product if the claim is brought in the first year after purchase or the depreciated value if the claim is brought thereafterinstallation, (b) cease use of the applicable Intellectual PropertySoftware Product, in which case and results obtained from such use. LICENSOR CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE PRODUCT ON THE MEDIA OR THE INFORMATION WILL MEET END-USER'S REQUIREMENTS OR THAT THE USE OF EITHER THE MEDIA, THE SOFTWARE PRODUCT CONTAINED THEREIN OR THE INFORMATION (AS APPLICABLE) WILL BE UNINTERRUPTED OR ERROR FREE. LICENSOR DOES NOT WARRANT THE SEQUENCE, ACCURACY, COMPLETENESS OR TIMELINESS OF INFORMATION, WHETHER USED OR USABLE BY THE SOFTWARE PRODUCT, AND WHETHER RECEIVED THROUGH A SUBSCRIPTION SERVICE OR FROM ANY PARTY, NOR DOES IT WARRANT ANY RESULTS OR OUTCOMES PRODUCED BY THE SOFTWARE PRODUCT, THROUGH THE USE OF SUCH INFORMATION OR THROUGH THE USE OF SUCH INFORMATION BY THE SOFTWARE PRODUCT. The entire risk as to the Seller will refund any amounts paid for such Intellectual Property, or (c) cease use quality and performance of the applicable Service, in which case Software Product associated with the Seller will, with respect to (i) Support Services, refund any prepaid amounts for the applicable Service and the ongoing fees will be equitably adjusted to reflect such removal, and (ii) Professional Services, refund the amount paid for the applicable Professional Services. The remedies set forth in this Section state the Seller’s entire liabilitymedia, and the Buyer’s sole quality of the Information, is with End-User. Should the media prove defective for a reason other than one covered by Licensor, End-User assumes the entire cost of all necessary servicing, repair, or correction. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to End-User. This warranty gives End-User specific legal rights, and exclusive remedies, with respect End-User may also have other rights that vary from jurisdiction to any infringement or misappropriation by Seller-Provided Resources of any third-party Intellectual Property rightsjurisdiction.

Infringement. (A) Indemnifying Party 14.4.1 TSG will defend, at its expense, Indemnified Party and its Customers against any action, suit or proceeding action brought against Indemnified Party or such Customers by a third party alleging infringement or misappropriation of Intellectual Property arising from Indemnified Party’s or such Customers’ use of Indemnifying Party’s Seller-Branded ProductsCustomer, Deliverables or Intellectual Property licensed pursuant to Additional Terms, or receipt of Indemnifying Party’s Services (such Seller-Branded Products, Deliverables, Intellectual Property and Services, collectively “Seller-Provided Resources”), and will indemnify Indemnified Party and its Customers for all amounts finally awarded by a court or agreed in a settlement and reasonable attorney’s fees resulting from such action, suit or proceeding, except to the extent that such action is based on a claim that any element of the TSG Services constitutes a direct infringement of any duly issued United States patent, or misappropriation infringement of any copyright established in the United States ("Infringement"). TSG shall pay all damages and costs finally awarded against Customer which are attributable to such Infringement, provided that (i) TSG is promptly informed by Customer in writing upon Customer's becoming aware of such claim, (ii) is furnished a copy of each communication, notice or other action relating to the alleged Infringement received by Customer, and (iii) is given authority, information and assistance from Customer reasonably necessary to defend or settle such claim. 14.4.2 Should any element of the TSG Services become, or in TSG's opinion be likely to become the subject of a claim of Infringement, then TSG may, at its option and expense; (i) procure for Customer the right to use such infringing element of the TSG Services free of any liability for Infringement; (ii) replace or modify the infringing element of the TSG Services with a non-Infringing substitute otherwise complying with all the functionality for the replaced services, or (iii) terminate the provision of such infringing element of the TSG Services and thereby be released from all liabilities with respect thereto. TSG shall not be obligated to defend, or be liable for costs and damages, if the Infringement arises out of (1y) third-party content within such Seller-Provided Resources; (2) a modification of such Seller-Provided Resources other than by Indemnifying the Customer facilities or services, the Customer Owned Equipment, the equipment covered under the Assigned Leases, the Customer Leased Equipment, the Third Party (unless such modification was authorized by Indemnifying Party); (3) a modification of such Seller-Provided Resources by Indemnifying Party in accordance with Indemnified Party’s specifications Services, the Customer Licensed Software or instructions; (4) combination, operation or use of such Seller-Provided Resources with non-Seller-Provided Resources if the claim of infringement or misappropriation could have been avoided had such combination, operation or use not occurred; (5) use of such Seller-Provided Resources for purposes not contemplated by the Master Agreement, applicable Transaction Documents or applicable Specifications and documentation provided by the SellerCustomer Owned Software; or (6z) a Seller-Branded Product or Deliverable that is not at the most current release level if the most current release level is non-infringing and has been made available to Indemnified Party at no additional costbreach of this Agreement by Customer. (B) If 14.4.3 Customer shall defend, at its expense, any action brought against TSG, to the Buyer extent that such action is based on a claim that any Customer Licensed Software or a Customer is enjoined fromOwned Software infringes on any duly issued United States patent, or if the Seller believes the Buyer or a Customer may be enjoined from, using any Seller-Provided Resource as a result infringement of any action or proceeding brought by a third party alleging infringement or misappropriation, or if copyright established in the Seller believes that such United States. Customer shall pay all damages and costs finally awarded against TSG which are attributable to a claim may arise, the Seller will, in addition to indemnifying the Buyer as provided in covered under this Section, (1) promptly, at Indemnifying Party’s expense, secure the right to continue using such Seller-Provided Resource, or (2) if this cannot be accomplished with commercially reasonable efforts, then, at Indemnifying Party’s cost and expense, replace or modify such Seller-Provided Resource to make it non-infringingSection 14.4.3, provided that any such replacement or modification will not degrade the performance or quality of such Seller-Provided Resource, or (3) if neither of the foregoing can be accomplished by Indemnifying Party with commercially reasonable efforts, and only in such event, then the Buyer will, as applicable (a) return the applicable Seller-Branded Product or Deliverable and receive a refund of the amount paid for the affected Product if the claim is brought in the first year after purchase or the depreciated value if the claim is brought thereafter, (b) cease use of the applicable Intellectual Property, in which case the Seller will refund any amounts paid for such Intellectual Property, or (c) cease use of the applicable Service, in which case the Seller will, with respect to (i) Support ServicesCustomer is promptly informed by TSG in writing upon TSG's becoming aware of such alleged claim, refund any prepaid amounts for (ii) is furnished a copy of each communication, notice or other action relating to the applicable Service and the ongoing fees will be equitably adjusted to reflect such removalalleged claim received by TSG, and (iiiii) Professional Servicesis given authority, refund the amount paid for the applicable Professional Services. information and assistance from TSG reasonably necessary to defend or settle such claim 14.4.4 The remedies set foregoing sets forth in this Section state the Seller’s entire TSG's sole and exclusive liability, and the Buyer’s Customer's sole and exclusive remedies, with respect to any infringement or misappropriation by Seller-Provided Resources of any third-party Intellectual Property rightsclaims for Infringement.

Infringement. (Aa) Indemnifying If either party shall learn of a claim or assertion that the manufacture, use or sale of a Promoted Product in the Territory infringes or otherwise violates the intellectual property rights of any Third Party will defendor that any Third Party violates the intellectual property rights owned or Controlled by (i) Depomed in a Promoted Product and the Depomed Trademarks in the Territory or (ii) Santarus in the Santarus Trademarks, then the party becoming so informed shall promptly, but in all events within fifteen (15) days thereof, notify the other party to this Agreement of the claim or assertion. In the event Depomed receives a notice under Paragraph IV of the U.S. Federal Drug Price Competition and Patent Term Restoration Act of 1984, as amended, also known as the ▇▇▇▇▇-▇▇▇▇▇▇ Act, with respect to any Promoted Product, Depomed shall provide Santarus with written notice of such Paragraph IV notice within two (2) business days (each, a “Paragraph IV Notice”). (b) If warranted in the opinion of Depomed, after consultation with the JCC, Depomed shall take such legal action (“Enforcement Action”) as is advisable in Depomed’s opinion to restrain infringement of such Depomed patent rights related to any Product or the Depomed Trademarks in the Territory. Santarus shall cooperate fully with, and as reasonably requested by, Depomed in any Enforcement Action, and Depomed shall reimburse Santarus for its out-of-pocket expenses incurred in providing such cooperation. Santarus may be represented by counsel of its own selection at its own expense in any Enforcement Action. If (i) Depomed elects in writing not to bring or defend an Enforcement Action with respect to any Product in the Territory, (ii) within ninety (90) days following a written request by Santarus to do so (provided that in the case of a Paragraph IV Notice, Depomed shall confirm in writing its election to bring such Enforcement Action no later than twenty (20) days following receipt of the Paragraph IV Notice), or (iii) Depomed fails to bring or defend an Enforcement Action or take other reasonable action to protect the Depomed patent rights related to any Product or the Depomed Trademarks in the Territory from such infringement, or to ▇▇▇▇▇ such infringement, then, in compliance with the BLS Manufacturing Transfer Agreement or other in-license agreement with respect to applicable Product patent rights licensed from a Third Party, if any, Santarus shall have the right, at its sole discretion, to institute an Enforcement Action in its own name using counsel of its choice, at its own expense, Indemnified Party and its Customers against any actionwith the right to control the course of such Enforcement Action (and Depomed shall provide all reasonable assistance, suit other than financial, to Santarus for such Enforcement Action, at Santarus’ expense, including joining such Enforcement Action if necessary to maintain the Enforcement Action, and Depomed shall have the right to join and participate in the Enforcement Action whether or proceeding brought against Indemnified Party or not such Customers joinder is requested by a third party alleging infringement or misappropriation of Intellectual Property arising from Indemnified Party’s or such Customers’ use of Indemnifying Party’s SellerSantarus) (the “Santarus Step-Branded Products, Deliverables or Intellectual Property licensed pursuant to Additional Terms, or receipt of Indemnifying Party’s Services (such Seller-Branded Products, Deliverables, Intellectual Property and Services, collectively “Seller-Provided ResourcesIn Rights”); provided, and will indemnify Indemnified Party and its Customers for all amounts finally awarded by a court or agreed in a settlement and reasonable attorney’s fees resulting from such actionhowever, suit or proceeding, except that (i) the Santarus Step-In Rights shall not apply to the extent that the infringement Enforcement Action relates to [***]; and (ii) Santarus shall obtain Depomed’s consent (not to be unreasonably withheld) in advance of the grant of any license, covenant not to ▇▇▇, right of reference, right of supply, other intellectual property right or misappropriation arises out of (1) third-party content within such Seller-Provided Resources; (2) a modification of such Seller-Provided Resources other than by Indemnifying Party (unless such modification was authorized by Indemnifying Party); (3) a modification of such Seller-Provided Resources by Indemnifying Party settlement in accordance with Indemnified Party’s specifications or instructions; (4) combination, operation or use of such Seller-Provided Resources with non-Seller-Provided Resources if the claim of infringement or misappropriation could have been avoided had such combination, operation or use not occurred; (5) use of such Seller-Provided Resources for purposes not contemplated by the Master Agreement, applicable Transaction Documents or applicable Specifications and documentation provided by the Seller; or (6) a Seller-Branded Product or Deliverable that is not at the most current release level if the most current release level is non-infringing and has been made available to Indemnified Party at no additional cost. (B) If the Buyer or a Customer is enjoined from, or if the Seller believes the Buyer or a Customer may be enjoined from, using any Seller-Provided Resource Enforcement Action. Any recovery received as a result of any Enforcement Action shall be used first to reimburse the parties for their costs and expenses (including attorneys’ and professional fees) incurred in connection with such Enforcement Action (and not previously reimbursed). Of any remaining amounts, the amount (if any) which is required to be paid to BLS pursuant to the BLS Agreements or to any other licensors of the applicable patent rights or Depomed Trademarks under the terms of the respective in-license agreement, if any, shall then be paid to BLS or such other licensor, if any, and any amounts remaining thereafter shall be shared seventy-five percent (75%) to Santarus and twenty-five percent (25%) to Depomed. (c) If warranted in the opinion of Santarus, Santarus shall take such legal action as is advisable in Santarus’ opinion to restrain such infringement of the Santarus Trademarks. Depomed shall cooperate fully with, and as requested by, Santarus in Santarus’ attempt to restrain such infringement, and Santarus shall reimburse Depomed for its out-of-pocket expenses incurred in providing such cooperation. Depomed may be represented by counsel of its own selection at its own expense in any suit or proceeding brought by a third party alleging infringement or misappropriationto restrain such infringement, or if the Seller believes that such a claim may arise, the Seller will, in addition to indemnifying the Buyer as provided in this Section, (1) promptly, at Indemnifying Party’s expense, secure but Santarus shall have the right to continue using such Seller-Provided Resource, control the suit or (2) if this cannot be accomplished with commercially reasonable efforts, then, at Indemnifying Party’s cost and expense, replace or modify such Seller-Provided Resource to make it non-infringing, provided that any such replacement or modification will not degrade the performance or quality of such Seller-Provided Resource, or (3) if neither of the foregoing can be accomplished by Indemnifying Party with commercially reasonable efforts, and only in such event, then the Buyer will, as applicable (a) return the applicable Seller-Branded Product or Deliverable and receive a refund of the amount paid for the affected Product if the claim is brought in the first year after purchase or the depreciated value if the claim is brought thereafter, (b) cease use of the applicable Intellectual Property, in which case the Seller will refund any amounts paid for such Intellectual Property, or (c) cease use of the applicable Service, in which case the Seller will, with respect to (i) Support Services, refund any prepaid amounts for the applicable Service and the ongoing fees will be equitably adjusted to reflect such removal, and (ii) Professional Services, refund the amount paid for the applicable Professional Services. The remedies set forth in this Section state the Seller’s entire liability, and the Buyer’s sole and exclusive remedies, with respect to any infringement or misappropriation by Seller-Provided Resources of any third-party Intellectual Property rightsproceeding.

Infringement. (A) Indemnifying Each Party will defendimmediately notify the other Party upon becoming aware of any infringement or threatened infringement of the Licensed Intellectual Property by a Third Party (“Infringement Notice”). The Parties shall co-operate fully in the abatement of such infringement without litigation. If the infringing activity of potential commercial significance by the infringer has not been abated within [***] days following the date of the Infringement Notice, at Prothena and/or its expenseSublicensee(s) shall have the first right to institute suit for patent infringement against the infringer. UHN may voluntarily join such suit, Indemnified Party and but may not thereafter commence suit against the infringer for the acts of infringement that are the subject of Prothena’s or its Customers against any action, Sublicensee(s)’ suit or proceeding brought against Indemnified Party or such Customers by any judgment rendered in that suit. If deemed a third necessary party alleging infringement or misappropriation of Intellectual Property arising from Indemnified Party’s or such Customers’ use of Indemnifying Party’s Seller-Branded Products, Deliverables or Intellectual Property licensed pursuant to Additional Terms, or receipt of Indemnifying Party’s Services (such Seller-Branded Products, Deliverables, Intellectual Property and Services, collectively “Seller-Provided Resources”), and will indemnify Indemnified Party and its Customers for all amounts finally awarded by a court of competent jurisdiction, UHN shall join the suit at [***]. Prothena and/or its Sublicensee(s) shall be responsible for all reasonable costs, including (a) legal fees and disbursements incurred by Prothena, (b) reasonable legal fees and disbursements incurred by UHN at the request of Prothena, and (c) awards by the Court against UHN or agreed in a settlement and reasonable attorney’s fees resulting from such action, suit or proceeding, except Prothena pertaining to the extent that enforcement by Prothena of any Licensed Intellectual Property. If UHN desires to enforce any Licensed Intellectual Property after Prothena has declined in writing to do so, then UHN may do so at its sole cost and expense and shall keep Prothena reasonably apprised of the infringement or misappropriation arises out progress of (1) third-party content within any such Seller-Provided Resources; (2) a modification of such Seller-Provided Resources enforcement activities. Any monies, including compensatory and other than by Indemnifying Party (unless such modification was authorized by Indemnifying Party); (3) a modification of such Seller-Provided Resources by Indemnifying Party in accordance with Indemnified Party’s specifications or instructions; (4) combination, operation or use of such Seller-Provided Resources with non-Seller-Provided Resources if the claim of infringement compensatory damages or misappropriation could have been avoided had such combinationrecovery, operation or use not occurred; (5) use of such Seller-Provided Resources for purposes not contemplated actually received by the Master Agreement, applicable Transaction Documents or applicable Specifications and documentation provided by the Seller; or (6) a Seller-Branded Product or Deliverable that is not at the most current release level if the most current release level is non-infringing and has been made available to Indemnified Party at no additional cost. (B) If the Buyer or from a Customer is enjoined from, or if the Seller believes the Buyer or a Customer may be enjoined from, using any Seller-Provided Resource Third Party as a result of any action or proceeding brought settlement shall first go to reimburse Prothena, and/or its Sublicensee(s) and UHN for all costs incurred in the action. If after such reimbursement any funds shall remain from such damages or other sums recovered, such funds [***]; provided, however, that (a) if [***], (b) if [***], and (c) if [***]. In the event that any Third Party brings or asserts a claim against Prothena, Prothena Affiliate, Sublicensee or UHN that the manufacture, use, sale, distribution, marketing or importation of the Licensed Intellectual Property, Licensed Product or Licensed Services infringes rights in Patents or Patent Applications owned or otherwise controlled by such Third Party (an “Infringement Suit”), the following shall apply: (a) the Party receiving a third party alleging infringement or misappropriationclaim, or if learning of the Seller believes that threat of such a claim claim, shall give the other Party prompt written notice detailing as many facts as possible concerning the claim; (b) Prothena, in its sole discretion, shall have the first right, but not an obligation, to defend against the Infringement Suit; (c) if Prothena does not take steps to defend against the Infringement Suit within [***] days after the date that notice thereof was received from or delivered to UHN, and the Infringement Suit relates to a Licensed Product or Licensed Services, UHN may arisetake such legally permissible action as it deems necessary or appropriate to defend against the Infringement Suit, but shall not be obligated to do so; (d) the Party defending against the Infringement Suit (in this Subsection, the Seller will, in addition to indemnifying the Buyer as provided in this Section, (1“Litigating Party”) promptly, at Indemnifying Party’s expense, secure shall have the right to continue using control such Seller-Provided Resourcelitigation and shall bear all legal expenses (including court costs and legal fees), but it shall have no right to settle any dispute in any manner which would abridge the rights of the other Party under this Agreement. By way of example and not by way of limitation, neither Party may stipulate or (2) if this cannot be accomplished with commercially reasonable efforts, then, at Indemnifying admit to the invalidity or unenforceability of any Licensed Intellectual Property without the other Party’s cost prior written consent. Before any action is taken by either Party which could abridge the rights of the other Party hereunder, the Parties agree, in good faith, to consult with each other with a goal of adopting a mutually satisfactory position; (e) the Litigating Party shall keep the other Party fully informed of the actions and expensepositions taken or proposed to be taken by the Litigating Party and the actions and positions taken by all other parties to such litigation; and (f) in the event that Prothena defends against the Infringement Suit, replace or modify such Seller-Provided Resource UHN may elect to make it non-infringingparticipate formally in the Infringement Suit to the extent that the court may permit, provided that any such replacement additional expenses generated by UHN’s formal participation shall be paid by UHN. Where either Prothena or modification will not degrade the performance or quality of such Seller-Provided ResourceUHN wishes to act alone pursuant to this Section 6.4, or (3) if neither but formalities require participation of the foregoing can be accomplished by Indemnifying Party with commercially reasonable efforts, and only in such eventother Party, then the Buyer will, as applicable (a) return the applicable Seller-Branded Product or Deliverable and receive a refund of the amount paid for the affected Product if the claim is brought other Party shall join in the first year after purchase or proceeding to the depreciated value if extent necessary for formalities. Each of Prothena and UHN will cooperate with the claim is brought thereafterother Party in making available all necessary documents and witnesses for any legal proceedings, (b) cease use without charging any fees to the other Party, but the other Party shall reimburse reasonable out of the applicable Intellectual Property, in which case the Seller will refund any amounts paid for such Intellectual Property, or (c) cease use of the applicable Service, in which case the Seller will, with respect to (i) Support Services, refund any prepaid amounts for the applicable Service pocket costs and the ongoing fees will be equitably adjusted to reflect such removal, and (ii) Professional Services, refund the amount paid for the applicable Professional Services. The remedies set forth in this Section state the Seller’s entire liability, and the Buyer’s sole and exclusive remedies, with respect to any infringement or misappropriation by Seller-Provided Resources of any third-party Intellectual Property rightsexpenses.

Infringement. (Aa) Indemnifying If either the European Companies or Real Media USA become aware of any unauthorized use or infringement by any third party of any Technology in Europe, each of them will promptly notify the other. Following such notification, Real Media USA and PUBLIGroupe shall for the period of 21 days following such notification attempt in good faith to agree what action should be taken and: (i) if either Real Media USA or PUBLIGroupe wants to take action to prevent such infringement continuing (the "Proceeding Party") but the other party declines to take action (the "Declining Party"), the Proceeding Party will defend, shall be entitled upon the expiration of such period or at any time thereafter to proceed at its expense, Indemnified Party discretion and its Customers against shall pay the costs of the action and retain any action, suit or proceeding brought against Indemnified Party or such Customers by a third party alleging infringement or misappropriation of Intellectual Property arising from Indemnified Party’s or such Customers’ use of Indemnifying Party’s Seller-Branded Products, Deliverables or Intellectual Property licensed pursuant to Additional Terms, or receipt of Indemnifying Party’s Services (such Seller-Branded Products, Deliverables, Intellectual Property and Services, collectively “Seller-Provided Resources”)amounts recovered, and will indemnify Indemnified the Declining Party shall provide reasonable co-operation and its Customers for all amounts finally awarded by a court or agreed assistance in a settlement and reasonable attorney’s fees resulting from connection with such action, suit or proceeding, except to action at the extent that the infringement or misappropriation arises out of (1) third-party content within such Seller-Provided Resources; (2) a modification of such Seller-Provided Resources other than by Indemnifying Party (unless such modification was authorized by Indemnifying Proceeding Party); (3) a modification of such Seller-Provided Resources by Indemnifying Party in accordance with Indemnified Party’s specifications or instructions; (4) combination, operation or use of such Seller-Provided Resources with non-Seller-Provided Resources if the claim of infringement or misappropriation could have been avoided had such combination, operation or use not occurred; (5) use of such Seller-Provided Resources for purposes not contemplated by the Master Agreement, applicable Transaction Documents or applicable Specifications and documentation provided by the Seller's cost; or (6ii) a Seller-Branded Product if both Real Media USA and PUBLIGroupe want to take action but they cannot agree on the form of action to take within such period, PUBLIGroupe and/or Real Media Europe shall be solely entitled to bring any claim for infringement by any third party in respect of the use of the Technology in Europe and retain any amounts recovered, and Real Media USA shall at its (b) If either European Companies or Deliverable Real Media USA become aware of any assertion by any third party that is not at PUBLIGroupe and/or Real Media Europe's use of any Technology constitutes patent, copyright, or trade secret infringement, or any other tortious act, each of them will promptly notify the most current release level if the most current release level is non-infringing and has been made available to Indemnified Party at no additional costother. (Bc) If In the Buyer or a Customer is enjoined from, or if the Seller believes the Buyer or a Customer may be enjoined from, using any Seller-Provided Resource as a result of any action or proceeding brought by a third party alleging infringement or misappropriation, or if the Seller believes event that such a claim may arise, the Seller will, in addition to indemnifying the Buyer as provided in this Section, (1) promptly, at Indemnifying Party’s expense, secure the right to continue using such Seller-Provided Resource, or (2) if this cannot be accomplished with commercially reasonable efforts, then, at Indemnifying Party’s cost and expense, replace or modify such Seller-Provided Resource to make it non-infringing, provided that any such replacement or modification will not degrade the performance or quality of such Sellerassertion as described in sub-Provided Resource, or (3) if neither of the foregoing can be accomplished by Indemnifying Party with commercially reasonable efforts, and only in such event, then the Buyer will, as applicable (a) return the applicable Seller-Branded Product or Deliverable and receive a refund of the amount paid for the affected Product if the claim is brought in the first year after purchase or the depreciated value if the claim is brought thereafter, paragraph (b) cease use of this Clause 10 results in a claim being brought in Europe against either or both of the applicable Intellectual Property, in which case the Seller will refund any amounts paid for such Intellectual Property, or (c) cease use of the applicable Service, in which case the Seller will, with respect to European Companies: (i) Support Services, refund they shall have the right at their discretion to defend any prepaid amounts such claim and shall be responsible for paying the applicable Service and costs of the ongoing fees will be equitably adjusted to reflect such removal, defense; and (ii) Professional ServicesReal Media USA shall provide reasonable co-operation and assistance to the European Companies in connection with the defense of such claim, refund provided that the amount paid European Companies shall not be entitled to settle any claim or make any admission in respect of such claim which would prejudice Real Media USA's ownership of the Technology without the written consent of Real Media USA. If Real Media USA declines to give consent within 21 days of a request made by the European Companies in circumstances where the European Companies wish to settle a claim or make an admission as described in the preceding sentence, Real Media USA shall have conduct of and shall be responsible for bearing all the applicable Professional Servicescosts of the defense of such claim as of the expiration of such 21 day period. (d) In the event that any such assertion as described in sub-paragraph (b) of this Clause 10 results in a claim being brought in Europe against Real Media USA, the following shall apply: (i) Real Media USA shall have the right at its discretion to defend any such claim and shall be responsible for paying the costs of the defense; and (ii) the European Companies shall provide reasonable assistance to Real Media USA in connection with the defense of such claim, provided that Real Media USA shall not be entitled to settle any claim or make any admission in respect of such claim which could prejudice or harm the rights of either or both of the European Companies under this Agreement without the prior written consent of the European Companies. The remedies set forth If the European Companies decline to give consent within 21 days of a request made by Real Media USA in this Section state circumstances where Real Media USA wishes to settle a claim or make an admission as described in the Seller’s entire liabilitypreceding sentence, the European Companies shall have conduct of and shall be responsible for bearing all the Buyer’s sole and exclusive remedies, with respect to any infringement or misappropriation by Seller-Provided Resources costs of any third-party Intellectual Property rightsthe defense of such claim as of the expiration of such 21 day period.

Infringement. (A) Indemnifying Party will defendIf any Services, Work Product and/or Vendor Proprietary Information becomes, or in Vendor’s reasonable opinion is likely to become, the subject of any claim or action for infringement, then Vendor shall have the right at its expense, Indemnified Party discretion and its Customers against any action, suit or proceeding brought against Indemnified Party or such Customers by a third party alleging infringement or misappropriation of Intellectual Property arising from Indemnified Party’s or such Customers’ use of Indemnifying Party’s Seller-Branded Products, Deliverables or Intellectual Property licensed pursuant to Additional Terms, or receipt of Indemnifying Party’s Services expense either to: (such Seller-Branded Products, Deliverables, Intellectual Property and Services, collectively “Seller-Provided Resources”), and will indemnify Indemnified Party and its Customers a) procure for all amounts finally awarded by a court or agreed in a settlement and reasonable attorney’s fees resulting from such action, suit or proceeding, except to the extent that the infringement or misappropriation arises out of (1) third-party content within such Seller-Provided Resources; (2) a modification of such Seller-Provided Resources other than by Indemnifying Party (unless such modification was authorized by Indemnifying Party); (3) a modification of such Seller-Provided Resources by Indemnifying Party in accordance with Indemnified Party’s specifications or instructions; (4) combination, operation or use of such Seller-Provided Resources with non-Seller-Provided Resources if the claim of infringement or misappropriation could have been avoided had such combination, operation or use not occurred; (5) use of such Seller-Provided Resources for purposes not contemplated by the Master Agreement, applicable Transaction Documents or applicable Specifications and documentation provided by the Seller; or (6) a Seller-Branded Product or Deliverable that is not at the most current release level if the most current release level is non-infringing and has been made available to Indemnified Party at no additional cost. (B) If the Buyer or a Customer is enjoined from, or if the Seller believes the Buyer or a Customer may be enjoined from, using any Seller-Provided Resource as a result of any action or proceeding brought by a third party alleging infringement or misappropriation, or if the Seller believes that such a claim may arise, the Seller will, in addition to indemnifying the Buyer as provided in this Section, (1) promptly, at Indemnifying Party’s expense, secure the right to continue using to use and exploit such Seller-Provided ResourceServices, Work Product and/or Vendor Proprietary Information in the manner as contemplated in this Agreement; or (2b) if this cannot be accomplished with commercially reasonable efforts, then, at Indemnifying Party’s cost and expense, replace or modify such Seller-Provided Resource Services, Work Product and/or Vendor Proprietary Information to make it render them non-infringing, provided that any such replacement modification does not adversely affect Customer’s use or modification will not degrade the performance or quality of such Seller-Provided Resourceexploitation thereof, or (3) if any other Customer rights as contemplated hereunder. If neither of these remedies are reasonably available to Vendor, Vendor may require Customer to cease using the foregoing can be accomplished by Indemnifying Party with commercially reasonable effortsinfringing Services, Work Product and/or Vendor PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT; [***] DENOTES OMISSIONS Proprietary Information and only in such event, then the Buyer will, as applicable (a) return the applicable SellerVendor will issue Customer a pro-Branded Product or Deliverable and receive rated refund based on a refund of the amount paid 5 year amortization schedule for the affected infringing Services, Work Product if the and/or Vendor Proprietary Information. Vendor shall have no liability for any infringement claim is brought in the first year after purchase or the depreciated value if the claim is brought thereafter, (b) cease use of the applicable Intellectual Property, in which case the Seller will refund any amounts paid for such Intellectual Property, or (c) cease use of the applicable Service, in which case the Seller will, with respect to based upon: (i) Support any alteration or modification of any Services, refund any prepaid amounts Work Product and/or Vendor Proprietary Information not provided by Vendor, if the infringement would not have occurred but for the applicable Service and the ongoing fees will unauthorized alteration or modification by Customer provided any authorization must be equitably adjusted to reflect such removal, and expressly provided in writing by Vendor; (ii) Professional unauthorized use by Customer of the Services, refund Work Product and/or Vendor Proprietary Information in combination with other programs or data not intended by Vendor to be used with the amount paid Services, Work Product and/or Vendor Proprietary Information(s), as the case may be, if the infringement would not have occurred but for such unauthorized use in combination with such programs or data; provided any authorization must be expressly provided in writing by Vendor; (iii) Vendor’s compliance with Customer’s designs, specifications or instructions; or (iv) any Customer provided intellectual property if the infringement would not have occurred but for the applicable Professional Services. The remedies set forth in this Section state the Seller’s entire liability, and the Buyer’s sole and exclusive remedies, with respect to any infringement or misappropriation by Seller-Provided Resources of any third-party Intellectual Property rightsCustomer intellectual property.

Infringement. (Aa) Indemnifying If either Party will defendshall learn of a claim or assertion that the manufacture, use or sale of the Product in the Territory infringes or otherwise violates the intellectual property rights of any Third Party or that any Third Party violates the intellectual property rights owned or Controlled by (i) Depomed in the Product and the Depomed Trademarks in the Territory or (ii) ▇▇▇▇▇▇ in the ▇▇▇▇▇▇ Trademarks, then the Party becoming so informed shall promptly, but in all events within fifteen (15) business days thereof, notify the other Party to this Agreement of the claim or assertion. (b) If warranted in the opinion of Depomed, after consultation with the JSC, Depomed shall take such legal action as is advisable in Depomed’s opinion to restrain infringement of such Depomed patent rights or the Depomed Trademarks. ▇▇▇▇▇▇ shall cooperate fully with, and as reasonably requested by, Depomed in Depomed’s attempt to restrain such infringement, and Depomed shall reimburse ▇▇▇▇▇▇ for its out-of-pocket expenses incurred in providing such cooperation. ▇▇▇▇▇▇ may be represented by counsel of its own selection at its expense, Indemnified Party and its Customers against own expense in any action, suit or proceeding brought against Indemnified Party or to restrain such Customers by a third party alleging infringement or misappropriation of Intellectual Property arising from Indemnified Party’s or such Customers’ use of Indemnifying Party’s Seller-Branded Productsinfringement, Deliverables or Intellectual Property licensed pursuant but Depomed shall have the right to Additional Terms, or receipt of Indemnifying Party’s Services (such Seller-Branded Products, Deliverables, Intellectual Property and Services, collectively “Seller-Provided Resources”), and will indemnify Indemnified Party and its Customers for all amounts finally awarded by a court or agreed in a settlement and reasonable attorney’s fees resulting from such action, control the suit or proceeding, except to the extent that the infringement or misappropriation arises out of (1) third-party content within such Seller-Provided Resources; (2) a modification of such Seller-Provided Resources other than by Indemnifying Party (unless such modification was authorized by Indemnifying Party); (3) a modification of such Seller-Provided Resources by Indemnifying Party in accordance with Indemnified Party’s specifications or instructions; (4) combination, operation or use of such Seller-Provided Resources with non-Seller-Provided Resources if the claim of infringement or misappropriation could have been avoided had such combination, operation or use not occurred; (5) use of such Seller-Provided Resources for purposes not contemplated by the Master Agreement, applicable Transaction Documents or applicable Specifications and documentation provided by the Seller; or (6) a Seller-Branded Product or Deliverable that is not at the most current release level if the most current release level is non-infringing and has been made available to Indemnified Party at no additional cost. (Bc) If warranted in the Buyer or a Customer opinion of ▇▇▇▇▇▇, ▇▇▇▇▇▇ shall take such legal action as is enjoined fromadvisable in ▇▇▇▇▇▇’▇ opinion to restrain such infringement of the ▇▇▇▇▇▇ Trademarks. Depomed shall cooperate fully with, or if the Seller believes the Buyer or a Customer and as requested by, ▇▇▇▇▇▇ in ▇▇▇▇▇▇’▇ attempt to restrain such infringement, and ▇▇▇▇▇▇ shall reimburse Depomed for its out-of-pocket expenses incurred in providing such cooperation. Depomed may be enjoined from, using represented by counsel of its own selection at its own expense in any Seller-Provided Resource as a result of any action suit or proceeding brought by a third party alleging infringement or misappropriationto restrain such infringement, or if the Seller believes that such a claim may arise, the Seller will, in addition to indemnifying the Buyer as provided in this Section, (1) promptly, at Indemnifying Party’s expense, secure but ▇▇▇▇▇▇ shall have the right to continue using such Seller-Provided Resource, control the suit or (2) if this cannot be accomplished with commercially reasonable efforts, then, at Indemnifying Party’s cost and expense, replace or modify such Seller-Provided Resource to make it non-infringing, provided that any such replacement or modification will not degrade the performance or quality of such Seller-Provided Resource, or (3) if neither of the foregoing can be accomplished by Indemnifying Party with commercially reasonable efforts, and only in such event, then the Buyer will, as applicable (a) return the applicable Seller-Branded Product or Deliverable and receive a refund of the amount paid for the affected Product if the claim is brought in the first year after purchase or the depreciated value if the claim is brought thereafter, (b) cease use of the applicable Intellectual Property, in which case the Seller will refund any amounts paid for such Intellectual Property, or (c) cease use of the applicable Service, in which case the Seller will, with respect to (i) Support Services, refund any prepaid amounts for the applicable Service and the ongoing fees will be equitably adjusted to reflect such removal, and (ii) Professional Services, refund the amount paid for the applicable Professional Services. The remedies set forth in this Section state the Seller’s entire liability, and the Buyer’s sole and exclusive remedies, with respect to any infringement or misappropriation by Seller-Provided Resources of any third-party Intellectual Property rightsproceeding.

Infringement. (A) Indemnifying Party DDN will defend, at its expense, Indemnified Party and its Customers against defend or settle any action, suit or proceeding action brought against Indemnified Party or such Customers by a third party alleging infringement or misappropriation of Intellectual Property arising from Indemnified Party’s or such Customers’ use of Indemnifying Party’s Seller-Branded Products, Deliverables or Intellectual Property licensed pursuant to Additional Terms, or receipt of Indemnifying Party’s Services (such Seller-Branded Products, Deliverables, Intellectual Property and Services, collectively “Seller-Provided Resources”), and will indemnify Indemnified Party and its Customers for all amounts finally awarded by a court or agreed in a settlement and reasonable attorney’s fees resulting from such action, suit or proceeding, except Buyer to the extent that the infringement or misappropriation arises out of (1) it is based upon a third-party content within claim that a Product, as provided by DDN to Buyer under this Agreement, infringes any United States patent or any copyright or misappropriates any trade secret, and will pay any costs and damages made in settlement or awarded against Buyer in final judgment resulting from any such Seller-Provided Resourcesclaim, provided that ▇▇▇▇▇ gives DDN: (i) prompt notice of any such claim; (2ii) sole control of the defense and any related settlement of any such claim; and (iii) at DDN’s expense, all reasonable information, assistance, and authority in connection with the foregoing. DDN will not be bound by any settlement or compromise that ▇▇▇▇▇ enters into without DDN’s express prior written consent. If Buyer’s rights to use and distribute a modification Product under the terms of this Agreement is, or in DDN’s opinion is likely to be, enjoined due to the type of claim specified in above, then DDN may, at its sole option and expense: (i) procure for Buyer the right to continue to use and distribute such Product under the terms of this Agreement; (ii) replace or modify such Product so that it is non-infringing; or (iii) if options (i) and (ii) above cannot be accomplished despite DDN’s reasonable efforts, then DDN may terminate Buyer’s rights and DDN’s obligations hereunder with respect to such Product and credit to Buyer the amounts paid for such Product during the twelve (12) months prior to the date DDN issues such a credit, provided that all units of such Seller-Provided Resources other than by Indemnifying Party (unless such modification was authorized by Indemnifying Party); (3) a modification of such Seller-Provided Resources by Indemnifying Party Product are returned to DDN in accordance with Indemnified Party’s specifications or instructions; (4) combination, operation or use of such Seller-Provided Resources with non-Seller-Provided Resources if the an undamaged condition. DDN will have no obligation under this Section for any claim of infringement or misappropriation could have been avoided had such to the extent that it results from: (i) the combination, operation operation, or use of a Product with or in equipment, products, or processes not occurredprovided by DDN; (5ii) modifications to a Product not made by or on behalf of DDN; (iii) Buyer’s failure to use of such Seller-Provided Resources for purposes not contemplated by the Master Agreement, applicable Transaction Documents updated or applicable Specifications and documentation modified Products provided by the SellerDDN; or (6iv) Buyer’s use or distribution of a Seller-Branded Product or Deliverable that is not at the most current release level if the most current release level is non-infringing and has been made available to Indemnified Party at no additional cost. other than in accordance with this Agreement. THE FOREGOING PROVISIONS OF THIS SECTION SET FORTH DDN’S SOLE AND EXCLUSIVE LIABILITY AND BUYER’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OR PROPRIETARY RIGHTS OF ANY KIND. LIMITATIONS ON LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DDN OR ITS SUPPLIERS OR LICENSORS BE LIABLE UNDER ANY THEORY OF LIABILITY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (BINCLUDING, WITHOUT LIMITATION, LOST REVENUE OR PROFITS) If the Buyer or a Customer is enjoined fromIN ANY WAY ARISING OUT OF OR RELATED TO THE SALE AGREEMENT, or if the Seller believes the Buyer or a Customer may be enjoined fromPRODUCTS, using any Seller-Provided Resource as a result of any action or proceeding brought by a third party alleging infringement or misappropriationOR USE OF PRODUCTS, or if the Seller believes that such a claim may ariseEVEN IF DDN OR ANY OTHER PERSON OR ENTITY HAS BEEN ADVISED OF OR SHOULD KNOW OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, the Seller willTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, in addition to indemnifying the Buyer as provided in this SectionDDN’S MAXIMUM AGGREGATE LIABILITY IN CONNECTION WITH THE SALES AGREEMENT, (1) promptlyPRODUCTS, at Indemnifying Party’s expense, secure the right to continue using such Seller-Provided Resource, or (2) if this cannot be accomplished with commercially reasonable efforts, then, at Indemnifying Party’s cost and expense, replace or modify such Seller-Provided Resource to make it non-infringing, provided that any such replacement or modification will not degrade the performance or quality of such Seller-Provided Resource, or (3) if neither of the foregoing can be accomplished by Indemnifying Party with commercially reasonable efforts, and only in such event, then the Buyer will, as applicable (a) return the applicable Seller-Branded Product or Deliverable and receive a refund of the amount paid for the affected Product if the claim is brought in the first year after purchase or the depreciated value if the claim is brought thereafter, (b) cease use of the applicable Intellectual Property, in which case the Seller will refund any amounts paid for such Intellectual Property, or (c) cease use of the applicable Service, in which case the Seller will, with respect to AND/OR USE OF PRODUCTS SHALL NOT EXCEED THE GREATER OF (i) Support ServicesTHE TOTAL AMOUNT INVOICED TO, refund any prepaid amounts for the applicable Service and the ongoing fees will be equitably adjusted to reflect such removalAND PAID BY, and BUYER UNDER THE SALE AGREEMENT AND (ii) Professional Services, refund the amount paid for the applicable Professional Services$50,000. The remedies set forth in this Section state the Seller’s entire liability, and the Buyer’s sole and exclusive remedies, with respect to any infringement or misappropriation by Seller-Provided Resources of any third-party Intellectual Property rightsTHE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Infringement. (A) Indemnifying Party While First Floor has conducted no investigations ------------ whatsoever, it is not aware of any infringement that will defendresult from distribution of Licensed Products in accordance with the terms hereof. If Aurum becomes aware of a potential infringement or claim thereof, at its expense, Indemnified Party and its Customers against it will immediately notify First Floor. First Floor agrees to defend Aurum from any actionclaim, suit or proceeding brought against alleging that the Products (Indemnified Party Items"), when used and distributed in accordance with the terms and conditions of this Agreement, infringes any patent, copyright, trade secret, trademark or such Customers by a other intellectual property right of any third party alleging infringement or misappropriation and agrees to pay any liabilities, damages, costs and expenses (including the actual fees of Intellectual Property arising from Indemnified Party’s or attorneys and other professionals and all related costs and expenses) awarded in any such Customers’ use of Indemnifying Party’s Seller-Branded Products, Deliverables or Intellectual Property licensed pursuant to Additional Terms, or receipt of Indemnifying Party’s Services (such Seller-Branded Products, Deliverables, Intellectual Property and Services, collectively “Seller-Provided Resources”), and will indemnify Indemnified Party and its Customers for all amounts finally awarded by a court or agreed in a settlement and reasonable attorney’s fees resulting from such actionclaim, suit or proceedingproceeding provided that Aurum gives First Floor prompt written notice of any such claim, except grants First Floor the sole control of the defense and any related settlement negotiations, cooperates with First Floor in the defense of any such claim and does not agree to the extent settle any such claim without First Floor's prior written consent. If it is adjudicatively determined that the infringement Products, or misappropriation arises out of (1) third-party content within such Seller-Provided Resources; (2) a modification of such Seller-Provided Resources any part thereof, infringe any patent, copyright, trade secret, trademark or other than by Indemnifying Party (unless such modification was authorized by Indemnifying Party); (3) a modification of such Seller-Provided Resources by Indemnifying Party in accordance with Indemnified Party’s specifications intellectual property right, or instructions; (4) combination, operation or is the use of such Seller-Provided Resources the Products, or any part thereof, is, as a result, enjoined, then First Floor may, at its expense , either (i) procure for Aurum the right to use and distribute the Products as provided herein (ii) replace the Products with other non-Seller-Provided Resources infringing products which substantially meet the specifications for the Products; or (iii) suitably modify the Product so that they are not infringing; provided that the modified software substantially meets the specifications for such Products. Notwithstanding the foregoing, First Floor shall have no liability to Aurum if the claim of infringement or misappropriation could have been avoided had such combination, operation or use not occurred; results form (5a) use of such Seller-Provided Resources for purposes not contemplated by the Master Agreement, applicable Transaction Documents or applicable Specifications and documentation provided by the Seller; or (6) a Seller-Branded Product or Deliverable that is not at the most current release level in combination with other software if the most current release level is non-infringing and has Product alone would not have been made available to Indemnified Party at no additional cost. (B) If the Buyer or a Customer is enjoined from, or if the Seller believes the Buyer or a Customer may be enjoined from, using any Seller-Provided Resource as a result of any action or proceeding brought by a third party alleging infringement or misappropriation, or if the Seller believes that such a claim may arise, the Seller will, in addition to indemnifying the Buyer as provided in this Section, (1) promptly, at Indemnifying Party’s expense, secure the right to continue using such Seller-Provided Resource, or (2) if this cannot be accomplished with commercially reasonable efforts, then, at Indemnifying Party’s cost and expense, replace or modify such Seller-Provided Resource to make it non-so infringing, provided that any such replacement or modification will not degrade the performance or quality of such Seller-Provided Resource, or (3) if neither of the foregoing can be accomplished by Indemnifying Party with commercially reasonable efforts, and only in such event, then the Buyer will, as applicable (a) return the applicable Seller-Branded Product or Deliverable and receive a refund of the amount paid for the affected Product if the claim is brought in the first year after purchase or the depreciated value if the claim is brought thereafter, (b) cease use modifications to the Product not made by First Floor if such infringement would have been avoided by the absence of the applicable Intellectual Property, in which case the Seller will refund any amounts paid for such Intellectual Property, modification or (c) cease use of other than the applicable Service, in which case version of the Seller will, with respect Product most recently offered to (i) Support Services, refund any prepaid amounts for the applicable Service and the ongoing fees will be equitably adjusted to reflect Aurum if such removal, and (ii) Professional Services, refund the amount paid for the applicable Professional Services. The remedies set forth in this Section state the Seller’s entire liability, and the Buyer’s sole and exclusive remedies, with respect to any infringement or misappropriation would have been avoided by Seller-Provided Resources use of any third-party Intellectual Property rightscurrent version.

Infringement. (Aa) Indemnifying If either party shall learn of a claim or assertion that the manufacture, use or sale of a Promoted Product in the Territory infringes or otherwise violates the intellectual property rights of any Third Party will defendor that any Third Party violates the intellectual property rights owned or Controlled by (i) Depomed in a Promoted Product and the Depomed Trademarks in the Territory or (ii) Santarus in the Santarus Trademarks, then the party becoming so informed shall promptly, but in all events within fifteen (15) days thereof, notify the other party to this Agreement of the claim or assertion. In the event Depomed receives a notice under Paragraph IV of the U.S. Federal Drug Price Competition and Patent Term Restoration Act of 1984, as amended, also known as the ▇▇▇▇▇-▇▇▇▇▇▇ Act, with respect to any Promoted Product, Depomed shall provide Santarus with written notice of such Paragraph IV notice within two (2) business days (each, a “Paragraph IV Notice”). (b) If warranted in the opinion of Depomed, after consultation with the JCC, Depomed shall take such legal action (“Enforcement Action”) as is advisable in Depomed’s opinion to restrain infringement of such Depomed patent rights related to any Product or the Depomed Trademarks in the Territory. Santarus shall cooperate fully with, and as reasonably requested by, Depomed in any Enforcement Action, and Depomed shall reimburse Santarus for its out-of-pocket expenses incurred in providing such cooperation. Santarus may be represented by counsel of its own selection at its own expense in any Enforcement Action. If (i) Depomed elects in writing not to bring or defend an Enforcement Action with respect to any Product in the Territory, (ii) within ninety (90) days following a written request by Santarus to do so (provided that in the case of a Paragraph IV Notice, Depomed shall confirm in writing its election to bring such Enforcement Action no later than twenty (20) days following receipt of the Paragraph IV Notice), or (iii) Depomed fails to bring or defend an Enforcement Action or take other reasonable action to protect the Depomed patent rights related to any Product or the Depomed Trademarks in the Territory from such infringement, or to ▇▇▇▇▇ such infringement, then, in compliance with the BLS Manufacturing Transfer Agreement or other in-license agreement with respect to applicable Product patent rights licensed from a Third Party, if any, Santarus shall have the right, at its sole discretion, to institute an Enforcement Action in its own name using counsel of its choice, at its own expense, Indemnified Party and its Customers against any actionwith the right to control the course of such Enforcement Action (and Depomed shall provide all reasonable assistance, suit other than financial, to Santarus for such Enforcement Action, at Santarus’ expense, including joining such Enforcement Action if necessary to maintain the Enforcement Action, and Depomed shall have the right to join and participate in the Enforcement Action whether or proceeding brought against Indemnified Party or not such Customers joinder is requested by a third party alleging infringement or misappropriation of Intellectual Property arising from Indemnified Party’s or such Customers’ use of Indemnifying Party’s SellerSantarus) (the “Santarus Step-Branded Products, Deliverables or Intellectual Property licensed pursuant to Additional Terms, or receipt of Indemnifying Party’s Services (such Seller-Branded Products, Deliverables, Intellectual Property and Services, collectively “Seller-Provided ResourcesIn Rights”); provided, and will indemnify Indemnified Party and its Customers for all amounts finally awarded by a court or agreed in a settlement and reasonable attorney’s fees resulting from such actionhowever, suit or proceeding, except that (i) the Santarus Step-In Rights shall not apply to the extent that the infringement Enforcement Action relates to [***]; and (ii) Santarus shall obtain Depomed’s consent (not to be unreasonably withheld) in advance of the grant of any license, covenant not to ▇▇▇, right of reference, right of supply, other intellectual property right or misappropriation arises out of (1) third-party content within such Seller-Provided Resources; (2) a modification of such Seller-Provided Resources other than by Indemnifying Party (unless such modification was authorized by Indemnifying Party); (3) a modification of such Seller-Provided Resources by Indemnifying Party settlement in accordance with Indemnified Party’s specifications or instructions; (4) combination, operation or use of such Seller-Provided Resources with non-Seller-Provided Resources if the claim of infringement or misappropriation could have been avoided had such combination, operation or use not occurred; (5) use of such Seller-Provided Resources for purposes not contemplated by the Master Agreement, applicable Transaction Documents or applicable Specifications and documentation provided by the Seller; or (6) a Seller-Branded Product or Deliverable that is not at the most current release level if the most current release level is non-infringing and has been made available to Indemnified Party at no additional cost. (B) If the Buyer or a Customer is enjoined from, or if the Seller believes the Buyer or a Customer may be enjoined from, using any Seller-Provided Resource Enforcement Action. Any recovery received as a result of any Enforcement Action shall be used first to reimburse the parties for their costs and expenses (including attorneys’ and professional fees) incurred in connection with such Enforcement Action (and not previously reimbursed). Of any remaining amounts, the amount (if any) which is required to be paid to BLS pursuant to the BLS Agreements or to any other licensors of the applicable patent rights or Depomed Trademarks under the terms of the respective in-license agreement, if any, shall then be paid to BLS or such *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. other licensor, if any, and any amounts remaining thereafter shall be shared seventy-five percent (75%) to Santarus and twenty-five percent (25%) to Depomed. (c) If warranted in the opinion of Santarus, Santarus shall take such legal action as is advisable in Santarus’ opinion to restrain such infringement of the Santarus Trademarks. Depomed shall cooperate fully with, and as requested by, Santarus in Santarus’ attempt to restrain such infringement, and Santarus shall reimburse Depomed for its out-of-pocket expenses incurred in providing such cooperation. Depomed may be represented by counsel of its own selection at its own expense in any suit or proceeding brought by a third party alleging infringement or misappropriationto restrain such infringement, or if the Seller believes that such a claim may arise, the Seller will, in addition to indemnifying the Buyer as provided in this Section, (1) promptly, at Indemnifying Party’s expense, secure but Santarus shall have the right to continue using such Seller-Provided Resource, control the suit or (2) if this cannot be accomplished with commercially reasonable efforts, then, at Indemnifying Party’s cost and expense, replace or modify such Seller-Provided Resource to make it non-infringing, provided that any such replacement or modification will not degrade the performance or quality of such Seller-Provided Resource, or (3) if neither of the foregoing can be accomplished by Indemnifying Party with commercially reasonable efforts, and only in such event, then the Buyer will, as applicable (a) return the applicable Seller-Branded Product or Deliverable and receive a refund of the amount paid for the affected Product if the claim is brought in the first year after purchase or the depreciated value if the claim is brought thereafter, (b) cease use of the applicable Intellectual Property, in which case the Seller will refund any amounts paid for such Intellectual Property, or (c) cease use of the applicable Service, in which case the Seller will, with respect to (i) Support Services, refund any prepaid amounts for the applicable Service and the ongoing fees will be equitably adjusted to reflect such removal, and (ii) Professional Services, refund the amount paid for the applicable Professional Services. The remedies set forth in this Section state the Seller’s entire liability, and the Buyer’s sole and exclusive remedies, with respect to any infringement or misappropriation by Seller-Provided Resources of any third-party Intellectual Property rightsproceeding.

Infringement. (A) Indemnifying Party will 21.1 Seller shall defend, at its expenseindemnify and hold harmless, Indemnified Party Sony Ericsson [CONFIDENTIAL TREATMENT], from and its Customers against any actionand all damage suffered and costs and expenses (including reasonable attorneys’ fees) incurred as a result of any alleged claim, suit or proceeding brought against any of them based on the allegation that the use, incorporation into Sony Ericsson Products, sale, distribution or other disposal of any Goods furnished by any Seller Company under this Agreement, any PA or any Order, constitutes an infringement of any intellectual property right, other protected rights or applications thereof or an unauthorized use of trade secret; provided that Seller has been notified without undue delay in writing of such claim, suit or proceeding and given authority, information and assistance (at Seller’s expense) to settle the claim or control the defense of any suit or proceeding. 21.2 In the event that Goods or any part thereof are in such suit or proceeding held to constitute an infringement or their further use, sale, distribution or other disposal is enjoined, Seller shall, in addition to the above, promptly, [CONFIDENTIAL TREATMENT]: a) Procure for Sony Ericsson, Purchaser, Sony Ericsson distributor and other customer, and end-user of a Sony Ericsson Product (as relevant), the right to continue the use, incorporation, sale, distribution or other disposal of such Goods; b) Replace the same with non-infringing Goods of equivalent function and performance; or c) Modify such Goods so that they become non-infringing without detracting from function or performance. If Seller and Seller Company are unable to do any of the foregoing [CONFIDENTIAL TREATMENT] the Parties shall [CONFIDENTIAL TREATMENT]. 21.3 Notwithstanding Article 21.1, Seller shall have no obligation to indemnify Sony Ericsson or any other indemnified party under Article 21.1 to the extent such claim, suit or proceeding is attributable to: a) the [CONFIDENTIAL TREATMENT] of any [CONFIDENTIAL TREATMENT] or other [CONFIDENTIAL TREATMENT] ; b) Seller’s [CONFIDENTIAL TREATMENT] are not [CONFIDENTIAL TREATMENT] was not [CONFIDENTIAL TREATMENT] provided that [CONFIDENTIAL TREATMENT] ; c) Seller Company’s [CONFIDENTIAL TREATMENT] is not [CONFIDENTIAL TREATMENT] was not [CONFIDENTIAL TREATMENT] provided that [CONFIDENTIAL TREATMENT] ; d) Seller Company’s [CONFIDENTIAL TREATMENT] are not [CONFIDENTIAL TREATMENT] were not [CONFIDENTIAL TREATMENT] provided that [CONFIDENTIAL TREATMENT] ; e) a person’s [CONFIDENTIAL TREATMENT] without [CONFIDENTIAL TREATMENT] provided [CONFIDENTIAL TREATMENT] is not [CONFIDENTIAL TREATMENT] ; [CONFIDENTIAL TREATMENT] f) [CONFIDENTIAL TREATMENT] the Goods [CONFIDENTIAL TREATMENT] other than [CONFIDENTIAL TREATMENT] other than [CONFIDENTIAL TREATMENT]. 21.4 The obligations of indemnity specified herein shall be subject to: (a) the Party entitled to receipt of such indemnity (“Indemnified Party”) notifying the Party owing the obligation of indemnity (“Indemnifying Party”) promptly in writing of such claim, suit or proceeding provided that any delay in providing such notice shall only excuse the Indemnifying Party from any incremental obligation directly attributable to such delay; (b) the Indemnified Party giving exclusive control of the defense and settlement of any claim, suit or proceeding to the Indemnifying Party, provided that to the extent any settlement requires an acknowledgement of wrongdoing of an Indemnified Party or creates additional obligations for such Customers Indemnified Party not constituting a claim, suit or proceeding covered by a third party alleging infringement this Article, then the consent of the Indemnified Party is required, which consent will not be unreasonably withheld or misappropriation of Intellectual Property arising from delayed; and (c) the Indemnified Party’s or such Customers’ use of , including its employees and agents, shall, at the Indemnifying Party’s Seller-Branded Productsrequest and expense, Deliverables or Intellectual Property licensed pursuant to Additional Terms, or receipt of cooperate fully with the Indemnifying Party’s Services (such Seller-Branded Products, Deliverables, Intellectual Property and Services, collectively “Seller-Provided Resources”), and will indemnify Indemnified Party and its Customers for all amounts finally awarded by a court or agreed legal representatives in a the investigation, defense and/or settlement and reasonable attorney’s fees resulting from such actionof the subject claim, suit or proceeding, except The Indemnified Party shall have the right, but not the obligation, to the extent be represented by counsel of its own selection and at its own expense, provided that the infringement Indemnified Party does not compromise, interfere or misappropriation arises out of (1) third-party content within such Seller-Provided Resources; (2) a modification of such Seller-Provided Resources other than by Indemnifying Party (unless such modification was authorized by Indemnifying Party); (3) a modification of such Seller-Provided Resources by hinder Indemnifying Party in accordance with Indemnified Party’s specifications its defense or instructions; (4) combination, operation or use settlement of such Seller-Provided Resources with non-Seller-Provided Resources if the claim of infringement claim, suit or misappropriation could have been avoided had such combination, operation or use not occurred; (5) use of such Seller-Provided Resources for purposes not contemplated by the Master Agreement, applicable Transaction Documents or applicable Specifications proceeding and documentation also provided by the Seller; or (6) a Seller-Branded Product or Deliverable that is not at the most current release level if the most current release level is non-infringing and has been made available to Indemnified Indemnifying Party at no additional costall times maintains sole control of defense or settlement. Seller Company shall [CONFIDENTIAL TREATMENT] patents, utility models, mask work protections, industrial designs, copyrights and trade marks [CONFIDENTIAL TREATMENT] use, sale, distribution or other disposal [CONFIDENTIAL TREATMENT] assembly, use, sale, distribution or other disposal [CONFIDENTIAL TREATMENT]. (B) If the Buyer or a Customer is enjoined from, or if the Seller believes the Buyer or a Customer may be enjoined from, using any Seller-Provided Resource as a result of any action or proceeding brought by a third party alleging infringement or misappropriation, or if the Seller believes that such a claim may arise, the Seller will, in addition to indemnifying the Buyer as provided in this Section, (1) promptly, at Indemnifying Party’s expense, secure the right to continue using such Seller-Provided Resource, or (2) if this cannot be accomplished with commercially reasonable efforts, then, at Indemnifying Party’s cost and expense, replace or modify such Seller-Provided Resource to make it non-infringing, provided that any such replacement or modification will not degrade the performance or quality of such Seller-Provided Resource, or (3) if neither of the foregoing can be accomplished by Indemnifying Party with commercially reasonable efforts, and only in such event, then the Buyer will, as applicable (a) return the applicable Seller-Branded Product or Deliverable and receive a refund of the amount paid for the affected Product if the claim is brought in the first year after purchase or the depreciated value if the claim is brought thereafter, (b) cease use of the applicable Intellectual Property, in which case the Seller will refund any amounts paid for such Intellectual Property, or (c) cease use of the applicable Service, in which case the Seller will, with respect to (i) Support Services, refund any prepaid amounts for the applicable Service and the ongoing fees will be equitably adjusted to reflect such removal, and (ii) Professional Services, refund the amount paid for the applicable Professional Services. The remedies set forth in this Section state the Seller’s entire liability, and the Buyer’s sole and exclusive remedies, with respect to any infringement or misappropriation by Seller-Provided Resources of any third-party Intellectual Property rights.

Infringement. (A) Indemnifying Party Supplier will defend, indemnify and hold Sprint Indemnitees harmless from and against any and all Losses related to claims or demands brought by any third party against any of them to the extent arising out of any actual or alleged infringement of any Intellectual Property Right, including misappropriation of trade secrets, to the extent arising from technology provided by Supplier in providing the Services or the Deliverables or developing and implementing the Systems (the “Covered Technology”) or Sprint’s use of the Covered Technology (each such claim or demand, an “Infringement Claim”). In the event of an Infringement Claim, Supplier will, at its expense, Indemnified Party either (a) procure a license to enable Sprint and its Customers against any action, suit Sprint Affiliates receiving the Services to continue to use or proceeding brought against Indemnified Party or receive the benefit of such Customers by a third party alleging infringement or misappropriation of Intellectual Property arising from Indemnified Party’s or such Customers’ use of Indemnifying Party’s Seller-Branded Products, Deliverables or Intellectual Property licensed pursuant to Additional Termstechnology, or receipt of Indemnifying Party’s Services (such Seller-Branded Products, Deliverables, Intellectual Property and Services, collectively “Seller-Provided Resources”), and will indemnify Indemnified Party and its Customers for all amounts finally awarded by b) develop or obtain a court or agreed in a settlement and reasonable attorney’s fees resulting from such action, suit or proceeding, except to the extent that the infringement or misappropriation arises out of (1) third-party content within such Seller-Provided Resources; (2) a modification of such Seller-Provided Resources other than by Indemnifying Party (unless such modification was authorized by Indemnifying Party); (3) a modification of such Seller-Provided Resources by Indemnifying Party in accordance with Indemnified Party’s specifications or instructions; (4) combination, operation or use of such Seller-Provided Resources with non-Seller-Provided Resources if the claim of infringement or misappropriation could have been avoided had such combination, operation or use not occurred; (5) use of such Seller-Provided Resources for purposes not contemplated by the Master Agreement, applicable Transaction Documents or applicable Specifications and documentation provided by the Seller; or (6) a Seller-Branded Product or Deliverable that is not at the most current release level if the most current release level is non-infringing and has been made available to Indemnified Party at no additional cost. substitute (B) If the Buyer or a Customer is enjoined from, or if the Seller believes the Buyer or a Customer may be enjoined from, using any Seller-Provided Resource as a result of any action or proceeding brought by a third party alleging infringement or misappropriation, or if the Seller believes that such a claim may arise, the Seller will, in addition to indemnifying the Buyer as provided in this Section, (1) promptly, at Indemnifying Party’s expense, secure the right to continue using such Seller-Provided Resource, or (2) if this cannot be accomplished with commercially reasonable efforts, then, at Indemnifying Party’s cost and expense, replace or modify such Seller-Provided Resource to make it non-infringing, provided that any such replacement or modification will the substitute does not degrade the performance or quality of such Seller-Provided Resource, the Services or (3) if neither of adversely affect the foregoing can be accomplished intended use thereof as contemplated by Indemnifying Party this Agreement). If Sprint’s or a Sprint’s Affiliates receiving the Services [*****] Confidential — Subject to Nondisclosure Obligations SPRINT AND SUPPLIER CONFIDENTIAL right to use any Covered Technology is enjoined and Supplier cannot comply with commercially reasonable efforts, and only in such event, then the Buyer will, as applicable (a) return the applicable Seller-Branded Product or Deliverable and receive a refund of the amount paid for the affected Product if the claim is brought in the first year after purchase or the depreciated value if the claim is brought thereafter, (b) cease use of this Section 9.2.1, then, in addition to Supplier’s indemnification obligation above, Supplier will remove the affected Covered Technology and refund, based on a three-year straight-line depreciation method, the price paid by Sprint in respect of such affected Covered Technology, including incidental charges such as transportation, installation, and removal, and if removal of the applicable Intellectual Propertyaffected Covered Technology is material, then Sprint may terminate this Agreement in which case accordance with the Seller process in Section 11.2.1(b). Notwithstanding anything to the contrary elsewhere in this Agreement, Supplier will refund any amounts paid for such Intellectual Propertyhave no obligation to indemnify, defend, or (c) cease use of hold Sprint Indemnitees harmless regarding any claim or action to the applicable Service, in which case the Seller will, with respect to extent that it is based upon: (i) Support Servicesa modification of a program, refund any prepaid amounts machine, or other technology by Sprint if the modification was not reasonably contemplated by the Parties and if the infringement or violation would not have occurred but for the applicable Service and the ongoing fees will be equitably adjusted to reflect such removal, and that modification; (ii) Professional ServicesSprint’s combination, refund operation, or use of Supplier technology with apparatus, data, or programs if the amount paid combination was not reasonably contemplated by the Parties and the infringement or violation would not have occurred but for that combination; (iii) the use by Sprint of any technology provided by Supplier or any third party other than in accordance with the applicable Professional Services. The remedies set forth licenses; (iv) Supplier’s use, in accordance with this Section state Agreement, of Sprint software or other Sprint-provided materials; (v) the Seller’s entire liability, failure of Sprint to use corrections or modifications provided by Supplier offering equivalent features and the Buyer’s sole and exclusive remedies, functionality after Supplier provides Sprint with respect to any infringement or misappropriation by Seller-Provided Resources reasonable advance written notice of any thirdactual or alleged infringement and provides non-party Intellectual Property rightsinfringing replacement technology to Sprint at no charge; or (vi) the failure of Sprint to obtain a Required Consent, to the extent that it was Sprint’s obligation to obtain such Required Consent hereunder.

Infringement. (Aa) Indemnifying Party will Vendor agrees that it shall defend, ------------ indemnify and hold harmless, at its own expense, all suits and claims against Owner, Affiliates and Related Operators, and the respective officers, directors, employees and affiliates of each of the foregoing (collectively, the "Owner Indemnified Party and its Customers against Parties"), for ------------------------- infringement or violation of any actionpatent, suit trademark, copyright, trade secret or proceeding brought against Indemnified Party or such Customers by a other intellectual property rights of any third party alleging infringement enforceable in the United States or misappropriation of Intellectual Property arising from Indemnified Party’s or such Customers’ use of Indemnifying Party’s Seller-Branded Products, Deliverables or Intellectual Property licensed pursuant to Additional Terms, or receipt of Indemnifying Party’s Services (such Seller-Branded Products, Deliverables, Intellectual Property and Services, collectively “Seller-Provided Resources”), and will indemnify Indemnified Party and its Customers for all amounts finally awarded by a court or agreed in a settlement and reasonable attorney’s fees resulting from such action, suit or proceeding, except to any other territory where Vendor has approved the extent that the infringement or misappropriation arises out of (1) third-party content within such Seller-Provided Resources; (2) a modification of such Seller-Provided Resources other than by Indemnifying Party (unless such modification was authorized by Indemnifying Party); (3) a modification of such Seller-Provided Resources by Indemnifying Party in accordance with Indemnified Party’s specifications or instructions; (4) combination, operation deployment or use of Products under this Contract (collectively, "Intellectual Property Rights"), ---------------------------- covering, or alleged to cover, the Products or any component thereof. Vendor agrees that it shall pay all sums, including without limitation, reasonable attorneys' fees and other costs incurred at Vendor's written request or authorization, which, in defense of, by final judgment or decree, or in settlement of any suit or claim to which Vendor agrees, may be assessed against, or incurred by, any of the Owner Indemnified Parties on account of such Seller-Provided Resources with non-Seller-Provided Resources if the claim of infringement or misappropriation could have been avoided had such combinationviolation, operation or use not occurred; (5) use provided that the Owner Indemnified Parties involved shall cooperate in all reasonable respects with Vendor and its attorneys in the investigation, trial and defense of such Seller-Provided Resources lawsuit or action and any appeal arising therefrom; provided, however, that the Owner Indemnified Parties may, at their own cost, participate in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. The parties shall cooperate with each other in any notifications to insurers. If a claim for purposes Losses (a "Claim") is to be made by a party entitled to indemnification hereunder against ----- Vendor, the party claiming such indemnification shall give written notice (a "Claim Notice") to Vendor as soon as practicable after the party entitled to ------------ indemnification becomes aware of any fact, condition or event which may give rise to Losses for which indemnification may be sought under this Contract, provided, however, no delay on the part of the Owner Indemnified Parties in notifying Vendor shall relieve Vendor from any obligation hereunder unless (and then solely to the extent) Vendor is thereby materially prejudiced. If any lawsuit or enforcement action is filed against any party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to Vendor as promptly as practicable (and in any event within fifteen (15) calendar days after the service of the citation or summons). Vendor shall be entitled, if it so elects, (i) to defend such lawsuit or action, (ii) to employ and engage attorneys of its own choice to handle and defend the same, at Vendor's cost, risk and expense, and (iii) to compromise or settle such Claim, which compromise or settlement shall be made only with the written consent of the Owner Indemnified Parties involved (which may not contemplated by be unreasonably withheld), unless such compromise or settlement includes an unconditional release of any claims against the Master AgreementOwner Indemnified Parties in which event such written consent of the Owner Indemnified Parties shall not be required. If Vendor fails to assume the defense of such Claim within fifteen (15) calendar days after receipt of the Claim Notice, applicable Transaction Documents or applicable Specifications and documentation provided by the Seller; or (6) a Seller-Branded Product or Deliverable that is not at the most current release level if the most current release level is non-infringing and Owner Indemnified Parties against which such Claim has been made available asserted will (upon delivering notice to Indemnified Party at no additional cost. (Bsuch effect to Vendor) If the Buyer or a Customer is enjoined from, or if the Seller believes the Buyer or a Customer may be enjoined from, using any Seller-Provided Resource as a result of any action or proceeding brought by a third party alleging infringement or misappropriation, or if the Seller believes that such a claim may arise, the Seller will, in addition to indemnifying the Buyer as provided in this Section, (1) promptly, at Indemnifying Party’s expense, secure have the right to continue using such Seller-Provided Resource, or (2) if this cannot be accomplished with commercially reasonable efforts, thenundertake, at Indemnifying Party’s Vendor's cost and expense, replace the defense, compromise or modify settlement of such Seller-Provided Resource Claim on behalf of and for the account and risk of Vendor. In the event an Owner Indemnified Party assumes the defense of the Claim due to make it non-infringingthe Vendor's failure to assume the defense of such claim within fifteen (15) calendar days, provided that such Owner Indemnified Party will keep Vendor reasonably informed of the progress of any such replacement defense, compromise or modification will not degrade settlement. Vendor shall be liable for any settlement of any action effected pursuant to and in accordance with this Contract and for any final judgment (subject to any right of appeal), and Vendor agrees to indemnify and hold harmless the performance or quality Owner Indemnified Parties from and against any Losses by reason of such Seller-Provided Resource, settlement or (3) if neither of the foregoing can be accomplished by Indemnifying Party with commercially reasonable efforts, and only in such event, then the Buyer will, as applicable (a) return the applicable Seller-Branded Product or Deliverable and receive a refund of the amount paid for the affected Product if the claim is brought in the first year after purchase or the depreciated value if the claim is brought thereafter, judgment. (b) cease use of Vendor's obligation under this subsection shall not extend to alleged infringements or violations that arise because the applicable Intellectual PropertyProducts provided by Vendor are used in combination with other products furnished by third parties and where any such combination was not installed, in which case the Seller will refund any amounts paid for such Intellectual Property, recommended or (c) cease use of the applicable Service, in which case the Seller will, with respect to (i) Support Services, refund any prepaid amounts for the applicable Service and the ongoing fees will be equitably adjusted to reflect such removal, and (ii) Professional Services, refund the amount paid for the applicable Professional Services. The remedies set forth in this Section state the Seller’s entire liability, and the Buyer’s sole and exclusive remedies, with respect to any infringement or misappropriation approved by Seller-Provided Resources of any third-party Intellectual Property rightsVendor.

Infringement. (Aa) Indemnifying Party will defendIn the event of a claim or suit against ASSOCIATE alleging (a) the PRODUCT(S), at its expenseas sold by NECAM infringes any patent issued by or copyright registered in the country in which the PRODUCT(S) was sold to ASSOCIATE, Indemnified Party NECAM shall defend ASSOCIATE to the extent the claim or suit concerns such infringement, provided ASSOCIATE gives NECAM prompt notice of such claim or suit and its Customers continuous cooperation in such defense. (b) In any claim or suit against any action, suit or proceeding brought against Indemnified Party or such Customers ASSOCIATE that is defended by a third party alleging infringement or misappropriation of Intellectual Property arising from Indemnified Party’s or such Customers’ use of Indemnifying Party’s Seller-Branded Products, Deliverables or Intellectual Property licensed NECAM pursuant to Additional Terms, or receipt of Indemnifying Party’s Services paragraph (such Seller-Branded Products, Deliverables, Intellectual Property and Services, collectively “Seller-Provided Resources”a), NECAM shall control the defense, shall pay all litigation costs, including reasonable attorney's fees incurred by NECAM in such defense, and will shall indemnify Indemnified Party and its Customers ASSOCIATE for all amounts finally damages awarded by a court or agreed settlement payments approved by NECAM, provided the ASSOCIATE has incorporated the warranty exclusions and liability limitations provided for in a settlement Sections 20, 21, 22 and reasonable attorney’s fees resulting from such action, suit or proceeding, except to the extent that the infringement or misappropriation arises out 31 of (1) third-party content within such Seller-Provided Resources; (2) a modification of such Seller-Provided Resources other than by Indemnifying Party (unless such modification was authorized by Indemnifying Party); (3) a modification of such Seller-Provided Resources by Indemnifying Party in accordance with Indemnified Party’s specifications or instructions; (4) combination, operation or use of such Seller-Provided Resources with non-Seller-Provided Resources if the claim of infringement or misappropriation could have been avoided had such combination, operation or use not occurred; (5) use of such Seller-Provided Resources for purposes not contemplated by the Master Agreement, applicable Transaction Documents or applicable Specifications and documentation provided by the Seller; or (6) a Seller-Branded Product or Deliverable that is not at the most current release level if the most current release level is non-infringing and has been made available to Indemnified Party at no additional costthis AGREEMENT. (Bc) If the Buyer If, in any claim or a Customer suit against ASSOCIATE that is enjoined fromdefended by NECAM pursuant to paragraph (a), or if the Seller believes the Buyer or a Customer may be enjoined from, using any Seller-Provided Resource as a result of any action a court order not subject to further appeal or proceeding brought a settlement approved by a third party alleging infringement NECAM, ASSOCIATE is enjoined or misappropriationotherwise prevented from using the PRODUCT(S) sold by NECAM, or if the Seller believes that such a claim may arise, the Seller will, in addition to indemnifying the Buyer as provided in this Section, (1) promptlyNECAM, at Indemnifying Party’s expenseits option, secure may (a) procure for ASSOCIATE the right to continue using such Seller-Provided Resource, or (2) if this cannot be accomplished with commercially reasonable efforts, then, at Indemnifying Party’s cost and expense, replace or modify such Seller-Provided Resource to make it non-infringing, provided that any such replacement or modification will not degrade the performance or quality of such Seller-Provided Resource, or (3) if neither of the foregoing can be accomplished by Indemnifying Party with commercially reasonable efforts, and only in such event, then the Buyer will, as applicable (a) return the applicable Seller-Branded Product or Deliverable and receive a refund of the amount paid for the affected Product if the claim is brought in the first year after purchase or the depreciated value if the claim is brought thereafterPRODUCT(S), (b) cease use of replace or modify the applicable Intellectual Property, in which case the Seller will refund any amounts paid for such Intellectual PropertyPRODUCT(S) to avoid infringement, or (c) cease use repossess the PRODUCT(S) in exchange for a refund of the applicable Servicedepreciated value of the PRODUCT(S). NECAM's option selected under this paragraph shall be ASSOCIATE's sole remedy for any prospective effects of any court order or settlement. (d) NECAM's total cumulative liability under paragraphs (b) and (c) shall be limited to the price paid to NECAM by ASSOCIATE for the PRODUCTS(S) together with payment of all litigation costs or as provided for in paragraph 20(b). (e) Notwithstanding any other provision of this Article, NECAM shall not be obligated to defend and shall not be liable for costs or damages awarded in any claim or suit for infringement in which case (a) the Seller willPRODUCT(S) was made by NECAM pursuant to specifications supplied by ASSOCIATE, or (b) the alleged infringement is based on use by ASSOCIATE, without NECAM's permission, of the PRODUCT(S) as sold by NECAM in combination with respect to another item not sold by NECAM, where the alleged infringement arises from the combination or from practice of a method made possible by the combination, or (ic) Support Services, refund any prepaid amounts for the applicable Service and alleged infringement is based on the ongoing fees will be equitably adjusted to reflect such removal, and (iiPRODUCT(S) Professional Services, refund the amount paid for the applicable Professional Services. The remedies set forth in this Section state the Seller’s entire liability, and the Buyer’s sole and exclusive remedies, with respect to any infringement or misappropriation as modified by Seller-Provided Resources of any third-party Intellectual Property rightsASSOCIATE without NECAM's permission.

Infringement. (A) Indemnifying Party will defend, at its expense, Indemnified Party and its Customers against any action, suit or proceeding brought against Indemnified Party or such Customers by Provided VOITH is finally held to have actually infringed the intellectual property of a third party alleging infringement or misappropriation of Intellectual Property arising from Indemnified Party’s or such Customers’ use of Indemnifying Party’s Seller-Branded Productsparty, Deliverables or Intellectual Property licensed pursuant to Additional Terms, or receipt of Indemnifying Party’s Services (such Seller-Branded Products, Deliverables, Intellectual Property and Services, collectively “Seller-Provided Resources”), and will indemnify Indemnified Party and its Customers for all amounts finally awarded by a court or agreed in a settlement and reasonable attorney’s fees resulting from such action, suit or proceeding, except which intellectual property was publicly disclosed prior to the extent order date, VOITH agrees to indemnify Buyer for any loss, liability or reasonable, direct expense that Buyer incurs (including reasonable attorneys’ fees) because of such actual infringement by any part of the Products. For the avoidance of doubt, VOITH shall not be liable for the infringement or misappropriation arises out of (1) third-party content within such Seller-Provided Resources; (2) a modification of such Seller-Provided Resources other than by Indemnifying Party (unless such modification was authorized by Indemnifying Party); (3) a modification of such Seller-Provided Resources by Indemnifying Party in accordance with Indemnified Party’s specifications or instructions; (4) combination, operation or use of such Seller-Provided Resources with non-Seller-Provided Resources if the claim of infringement or misappropriation could have been avoided had such combination, operation or use not occurred; (5) use of such Seller-Provided Resources for purposes not contemplated by the Master Agreement, applicable Transaction Documents or applicable Specifications and documentation provided by the Seller; or (6) a Seller-Branded Product or Deliverable that is not at the most current release level if the most current release level is non-infringing and has been made available to Indemnified Party at no additional cost. (B) If the Buyer or a Customer is enjoined from, or if the Seller believes the Buyer or a Customer may be enjoined from, using any Seller-Provided Resource as a result of any action or proceeding brought by a third party alleging infringement or misappropriation, or if the Seller believes that such a claim may arise, the Seller will, in addition to indemnifying the Buyer as provided in this Section, (1) promptly, at Indemnifying Party’s expense, secure the right to continue using such Seller-Provided Resource, or (2) if this cannot be accomplished with commercially reasonable efforts, then, at Indemnifying Party’s cost and expense, replace or modify such Seller-Provided Resource to make it non-infringing, provided that any such replacement or modification will not degrade the performance or quality of such Seller-Provided Resource, or (3) if neither of the foregoing can be accomplished by Indemnifying Party with commercially reasonable efforts, and only in such event, then the Buyer will, as applicable (a) return the applicable Seller-Branded Product or Deliverable and receive a refund of the amount paid for the affected Product if the claim is brought in the first year after purchase or the depreciated value if the claim is brought thereafter, (b) cease use of the applicable Intellectual Property, in which case the Seller will refund any amounts paid for such Intellectual Property, or (c) cease use of the applicable Service, in which case the Seller will, with respect to (i) Support Services, refund any prepaid amounts for the applicable Service and the ongoing fees will be equitably adjusted to reflect such removal, and (ii) Professional Services, refund the amount paid for the applicable Professional Services. The remedies set forth in this Section state the Seller’s entire liability, and the Buyer’s sole and exclusive remedies, with respect to any infringement or misappropriation by Seller-Provided Resources of any third-party Intellectual Property rightsintellectual property that was not publicly disclosed prior to the order date. VOITH has the right, with ▇▇▇▇▇’s assistance upon VOITH’s request, to conduct the defense of any litigation relating to such alleged infringement, including, without limitation, any settlement negotiations. If all or any part of the Products is held to infringe a third party’s intellectual property and the use thereof is enjoined or VOITH deems the continued use thereof inadvisable, VOITH shall, at its sole option and expense, procure for Buyer the right to continue the use of such part of the Products, or replace or modify the same with non-infringing parts that maintain the original performance characteristics of the Products. Notwithstanding the above, VOITH shall not be obligated to indemnify Buyer for the following: (a) any infringement claim about which Buyer does not notify VOITH in writing within five days of Buyer receiving notice of it; (b) any infringement claim resulting from the use of the Products contrary to the specifications or direction of VOITH; (c) any unauthorized modification or alteration of the Products; (d) any compromise or settlement made without VOITH’s written consent; (e) any infringement of combination or process patents covering the use of the Products in combination with other products, equipment or technologies not furnished by VOITH; (f) any infringement of any intellectual property covering goods or articles manufactured or produced by the Products; (g) any claim of contributory or indirect infringement resulting from the resale by Buyer of the Products; (h) any infringement by Products manufactured or provided by VOITH, or Services performed by VOITH, in accordance with drawings, designs or specifications proposed or furnished by ▇▇▇▇▇; and (i) any refusal by Buyer to accept or use suitable modified or replacement Products to avoid infringement; compliance with all of the foregoing is an absolute condition precedent to Buyer’s right to indemnification under this Section 9.

Infringement. (A) Indemnifying Party Sprint will defend, at its expense, Indemnified Party indemnify and its Customers hold Supplier Indemnitees harmless from and against any action, suit and all Losses related to claims or proceeding demands brought against Indemnified Party or such Customers by a any third party alleging against any of them to the extent arising out of any actual or alleged infringement or of any Intellectual Property Right, including misappropriation of Intellectual Property arising from Indemnified Party’s trade secrets, to the extent based upon technology or other materials provided to Supplier by Sprint or a Sprint Affiliate to the extent used by Supplier to provide the Services to Sprint or a Sprint Affiliate (each such Customers’ claim or demand, a “Sprint Infringement Claim”). In the event of a Sprint Infringement Claim, Sprint may, in addition to its indemnification obligations above, either (a) procure a license to enable Supplier to continue to use or receive the benefit of such technology and other materials, or (b) develop or obtain a noninfringing substitute. Upon the issuance of a court order requiring Supplier to discontinue use of Indemnifying Partythe infringing material or upon Sprint’s Seller-Branded Productselection to require Supplier to discontinue use of the infringing material, Deliverables or Intellectual Property licensed pursuant Supplier will be excused from performing to Additional Termsthe extent such discontinued use of the infringing material prevents Supplier from meeting any of its performance obligations under this Agreement. Sprint will have no obligation to indemnify, defend, or receipt of Indemnifying Party’s Services (such Seller-Branded Products, Deliverables, Intellectual Property and Services, collectively “Seller-Provided Resources”), and will indemnify Indemnified Party and its Customers for all amounts finally awarded by a court hold Supplier Indemnitees harmless regarding any claim or agreed in a settlement and reasonable attorney’s fees resulting from such action, suit or proceeding, except action to the extent that the infringement or misappropriation arises out of it is based upon: (1) third-party content within such Seller-Provided Resources; (2i) a modification of such Seller-Provided Resources technology or materials by Supplier if the modification was not reasonably contemplated by the Parties and the infringement or violation would not have occurred but for that modification; (ii) Supplier’s combination, operation, or use of Sprint technology with apparatus, data, or programs if the combination was not reasonably contemplated by the Parties and the infringement or violation would not have occurred but for that combination; (iii) the use by Supplier of any technology provided by Sprint or any third party other than by Indemnifying Party (unless such modification was authorized by Indemnifying Party); (3) a modification of such Seller-Provided Resources by Indemnifying Party in accordance with Indemnified Party’s specifications or instructionsthe applicable licenses; (4iv) combinationSprint’s use, operation in accordance with this Agreement, of Supplier software or other Supplier-provided materials; (v) the failure of Supplier to use corrections or modifications provided by Sprint offering equivalent features and functionality after Sprint provides Supplier with reasonable advance written notice of such Seller-Provided Resources with any potential infringement and provides non-Seller-Provided Resources if the claim of infringement or misappropriation could have been avoided had such combination, operation or use not occurred; (5) use of such Seller-Provided Resources for purposes not contemplated by the Master Agreement, applicable Transaction Documents or applicable Specifications and documentation provided by the Sellerinfringing replacement technology to Supplier at no charge; or (6vi) the failure of Supplier to obtain a Seller-Branded Product or Deliverable Required Consent, to the extent that is not at the most current release level if the most current release level is non-infringing and has been made available it was Supplier’s obligation to Indemnified Party at no additional cost. (B) If the Buyer or a Customer is enjoined from, or if the Seller believes the Buyer or a Customer may be enjoined from, using any Seller-Provided Resource as a result of any action or proceeding brought by a third party alleging infringement or misappropriation, or if the Seller believes that obtain such a claim may arise, the Seller will, in addition Required Consent hereunder. [*****] Confidential — Subject to indemnifying the Buyer as provided in this Section, (1) promptly, at Indemnifying Party’s expense, secure the right to continue using such Seller-Provided Resource, or (2) if this cannot be accomplished with commercially reasonable efforts, then, at Indemnifying Party’s cost and expense, replace or modify such Seller-Provided Resource to make it non-infringing, provided that any such replacement or modification will not degrade the performance or quality of such Seller-Provided Resource, or (3) if neither of the foregoing can be accomplished by Indemnifying Party with commercially reasonable efforts, and only in such event, then the Buyer will, as applicable (a) return the applicable Seller-Branded Product or Deliverable and receive a refund of the amount paid for the affected Product if the claim is brought in the first year after purchase or the depreciated value if the claim is brought thereafter, (b) cease use of the applicable Intellectual Property, in which case the Seller will refund any amounts paid for such Intellectual Property, or (c) cease use of the applicable Service, in which case the Seller will, with respect to (i) Support Services, refund any prepaid amounts for the applicable Service and the ongoing fees will be equitably adjusted to reflect such removal, and (ii) Professional Services, refund the amount paid for the applicable Professional Services. The remedies set forth in this Section state the Seller’s entire liability, and the Buyer’s sole and exclusive remedies, with respect to any infringement or misappropriation by Seller-Provided Resources of any third-party Intellectual Property rights.Nondisclosure Obligations SPRINT AND SUPPLIER CONFIDENTIAL

Infringement. In the event that the SOFTWARE infringes any U.S. copyright, patent, trademark or trade secret rights of a third party, VERAMARK shall defend CUSTOMER against any claims of such infringement and shall pay any monetary judgments, reasonable attorneys' fee, and costs awarded to the third party for such infringement, or any settlement of such claim to which VERAMARK has agreed, provided that (Ai) Indemnifying Party will defendCUSTOMER promptly gives notice to VERAMARK of the claim against CUSTOMER alleging such infringement, (ii) CUSTOMER allows VERAMARK to control the defense and settlement of such claim, including any litigation, arbitration, mediation and settlement negotiations, (iii) CUSTOMER reasonably cooperates with VERAMARK in connection with the defense and settlement of such claim, and (iv) if requested by VERAMARK, CUSTOMER ceases all use of the infringing SOFTWARE and returns it to VERAMARK. If CUSTOMER is enjoined from continued use of any infringing SOFTWARE or if CUSTOMER ceases use of any SOFTWARE at the request of VERAMARK under (iv) above, then VERAMARK shall, at its expense, Indemnified Party and use its Customers against any action, suit best efforts to (a) obtain a license or proceeding brought against Indemnified Party or such Customers by a third party alleging infringement or misappropriation of Intellectual Property arising from Indemnified Party’s or such Customers’ right for CUSTOMER to continue use of Indemnifying Party’s Seller-Branded Productsthe infringing SOFTWARE, Deliverables (b) modify the infringing SOFTWARE to eliminate the infringement (while having the same or Intellectual Property licensed pursuant additional functionality and comparable or improved performance characteristics) and make such modified SOFTWARE available to Additional TermsCUSTOMER, or receipt of Indemnifying Party’s Services (c) make substitute non-infringing software available to CUSTOMER (such Seller-Branded Productssubstitute software will for purposes of this Agreement replace and then constitute "SOFTWARE" under this Agreement). In lieu of the foregoing VERAMARK may, Deliverablesat its option, Intellectual Property and Services, collectively “Seller-Provided Resources”), and will indemnify Indemnified Party and its Customers for all amounts finally awarded by a court or agreed in a settlement and reasonable attorney’s refund to CUSTOMER that portion of the license fees resulting from such action, suit or proceeding, except paid under this Agreement that can reasonably be allocated to the extent infringing SOFTWARE, reduced by 25% for each year that it has been used by CUSTOMER. Notwithstanding the foregoing, VERAMARK shall have no obligation or liability to CUSTOMER for infringement if the infringement or misappropriation arises out of is based upon (1) third-party content within such Seller-Provided Resources; (2) a modification any altered, changed or modified form of such Seller-Provided Resources other than the SOFTWARE not made by Indemnifying Party (unless such modification was authorized by Indemnifying Party); (3) a modification of such Seller-Provided Resources by Indemnifying Party in accordance with Indemnified Party’s specifications or instructions; (4) combination, operation or use of such Seller-Provided Resources with non-Seller-Provided Resources if the claim of infringement or misappropriation could have been avoided had such combination, operation or use not occurred; (5) use of such Seller-Provided Resources for purposes not contemplated by the Master Agreement, applicable Transaction Documents or applicable Specifications and documentation provided by the Seller; or (6) a Seller-Branded Product or Deliverable that is not at the most current release level if the most current release level is non-infringing and has been made available to Indemnified Party at no additional cost. (B) If the Buyer or a Customer is enjoined from, or if the Seller believes the Buyer or a Customer may be enjoined from, using any Seller-Provided Resource as a result of any action or proceeding brought by a third party alleging infringement or misappropriation, or if the Seller believes that such a claim may arise, the Seller will, in addition to indemnifying the Buyer as provided in this Section, (1) promptly, at Indemnifying Party’s expense, secure the right to continue using such Seller-Provided ResourceVERAMARK, or (2) if this cannot be accomplished with commercially reasonable effortsthe use of the SOFTWARE other than as described by VERAMARK in the Documentation, then, at Indemnifying Party’s cost and expense, replace other written instructions or modify such Seller-Provided Resource to make it non-infringing, provided that in any such replacement or modification will not degrade the performance or quality of such Seller-Provided ResourceVERAMARK authorized training, or (3) if neither of the foregoing can be accomplished by Indemnifying Party with commercially reasonable efforts, and only in such event, then the Buyer will, as applicable (a) return the applicable Seller-Branded Product or Deliverable and receive a refund of the amount paid for the affected Product if the claim is brought in the first year after purchase or the depreciated value if the claim is brought thereafter, (b) cease use of the applicable Intellectual Property, in which case SOFTWARE outside the Seller will refund any amounts paid for such Intellectual Propertyscope if the licensed use, or (c4) cease use any specifications or requirements of CUSTOMER. This Section 12 states the applicable Service, in which case the Seller will, with respect to (i) Support Services, refund any prepaid amounts for the applicable Service and the ongoing fees will be equitably adjusted to reflect such removal, and (ii) Professional Services, refund the amount paid for the applicable Professional Services. The remedies set forth in this Section state the Seller’s entire liability, and the Buyer’s sole and exclusive remedies, with respect obligation of VERAMARK to CUSTOMER regarding any claim of infringement or misappropriation by Seller-Provided Resources other violation of any third-third party Intellectual Property intellectual property rights.

Infringement. (A) Indemnifying Party will defend, at its expense, Indemnified Party and its Customers against any action, suit or proceeding brought against Indemnified Party or such Customers by a third party alleging infringement or misappropriation of Intellectual Property arising from Indemnified Party’s or such Customers’ use of Indemnifying Party’s Seller-Branded Products, Deliverables or Intellectual Property licensed pursuant to Additional Terms, or receipt of Indemnifying Party’s Services (such Seller-Branded Products, Deliverables, Intellectual Property and Services, collectively “Seller-Provided Resources”), and will indemnify Indemnified Party and its Customers for all amounts finally awarded by a court or agreed in a settlement and reasonable attorney’s fees resulting from such action, suit or proceeding, except to the extent that the infringement or misappropriation arises out of (1) third-party content within such Seller-Provided Resources; (2) a modification of such Seller-Provided Resources other than by Indemnifying Party (unless such modification was authorized by Indemnifying Party); (3) a modification of such Seller-Provided Resources by Indemnifying Party in accordance with Indemnified Party’s specifications or instructions; (4) combination, operation or use of such Seller-Provided Resources with non-Seller-Provided Resources if the claim of infringement or misappropriation could have been avoided had such combination, operation or use not occurred; (5) use of such Seller-Provided Resources for purposes not contemplated by the Master Agreement, applicable Transaction Documents or applicable Specifications and documentation provided by the Seller; or (6) a Seller-Branded Product or Deliverable that is not at the most current release level if the most current release level is non-infringing and has been made available to Indemnified Party at no additional cost. (B) If the Buyer or a Customer is enjoined from, or if the Seller believes the Buyer or a Customer may be enjoined from, using any Seller-Provided Resource as a result of any action or proceeding brought by a third party alleging infringement or misappropriation, or if the Seller believes that such a claim may arise, the Seller will, in addition to indemnifying the Buyer as provided in this Section, (1) promptly, at Indemnifying Party’s expense, secure the right to continue using such Seller-Provided Resource, or (2) if this cannot be accomplished with commercially reasonable efforts, then, at Indemnifying Party’s cost and expense, replace or modify such Seller-Provided Resource to make it non-infringing, provided that any such replacement or modification will not degrade the performance or quality of such Seller-Provided Resource, or (3) if neither of the foregoing can be accomplished by Indemnifying Party with commercially reasonable efforts, and only in such event, then the Buyer will, as applicable (a) return the applicable Seller-Branded Product or Deliverable and receive a refund of the amount paid for the affected Product if the claim is brought in the first year after purchase or the depreciated value if the claim is brought thereafter, (b) cease use of the applicable Intellectual Property, in which case the Seller will refund any amounts paid for such Intellectual Property, or (c) cease use of the applicable Service, in which case the Seller will, with respect to (i) Support Services, refund any prepaid amounts for the applicable Service and the ongoing fees will be equitably adjusted to reflect such removal, and (ii) Professional Services, refund the amount paid for the applicable Professional Services. The remedies set forth in this Section state the Seller’s entire liability, and the Buyer’s sole and exclusive remedies, with respect to any infringement or misappropriation by Seller-Provided Resources of any third-party Intellectual Property rights.. Master Commercial Agreement

Infringement. Seller shall indemnify, defend and hold Buyer harmless from and against any and all liabilities, losses, damages, fees, costs and expenses, including without limitation reasonable attorneys' fees, incurred by Buyer resulting from a third party claim, suit, action or proceeding (Aa "Claim") Indemnifying Party will defendalleging that the System, or any Deliverable contained therein, infringes a third party U.S. patent or copyright or misappropriates any third party's trade secrets; provided that Buyer (i) promptly notifies Seller in writing of such Claim; (ii) provides Seller sole control of the defense or settlement of such Claim; and (iii) provides Seller assistance at Seller's request and reasonable expense. Buyer may participate in the defense or settlement of the Claim at its own expense. If a final injunction is obtained against Buyer for use of the System, or any Deliverable, or if Seller reasonably believes that such injunction is likely, Seller will, at its option and its expense, Indemnified Party and its Customers against any action, suit or proceeding brought against Indemnified Party or such Customers by a third party alleging infringement or misappropriation of Intellectual Property arising from Indemnified Party’s or such Customers’ use of Indemnifying Party’s Seller-Branded Products, Deliverables or Intellectual Property licensed pursuant to Additional Terms, or receipt of Indemnifying Party’s Services either (such Seller-Branded Products, Deliverables, Intellectual Property and Services, collectively “Seller-Provided Resources”), and will indemnify Indemnified Party and its Customers i) procure for all amounts finally awarded by a court or agreed in a settlement and reasonable attorney’s fees resulting from such action, suit or proceeding, except to the extent that the infringement or misappropriation arises out of (1) third-party content within such Seller-Provided Resources; (2) a modification of such Seller-Provided Resources other than by Indemnifying Party (unless such modification was authorized by Indemnifying Party); (3) a modification of such Seller-Provided Resources by Indemnifying Party in accordance with Indemnified Party’s specifications or instructions; (4) combination, operation or use of such Seller-Provided Resources with non-Seller-Provided Resources if the claim of infringement or misappropriation could have been avoided had such combination, operation or use not occurred; (5) use of such Seller-Provided Resources for purposes not contemplated by the Master Agreement, applicable Transaction Documents or applicable Specifications and documentation provided by the Seller; or (6) a Seller-Branded Product or Deliverable that is not at the most current release level if the most current release level is non-infringing and has been made available to Indemnified Party at no additional cost. (B) If the Buyer or a Customer is enjoined from, or if the Seller believes the Buyer or a Customer may be enjoined from, using any Seller-Provided Resource as a result of any action or proceeding brought by a third party alleging infringement or misappropriation, or if the Seller believes that such a claim may arise, the Seller will, in addition to indemnifying the Buyer as provided in this Section, (1) promptly, at Indemnifying Party’s expense, secure the right to continue using such Seller-Provided Resourcethe infringing product, or (2ii) if this cannot be accomplished with commercially reasonable efforts, then, at Indemnifying Party’s cost and expense, replace or modify such Seller-Provided Resource to make the infringing product so that it becomes non-infringing, provided that any such replacement or modification will not degrade the performance or quality of such . If in Seller-Provided Resource, or (3) if neither 's opinion either of the foregoing can be accomplished by Indemnifying Party with above is not commercially reasonable effortsfeasible, Buyer shall promptly cease selling Systems, as applicable, and only in such event, then Seller shall refund to Buyer an amount equal to the royalties paid by Buyer will, as applicable (a) return for the applicable Seller-Branded Product infringing Deliverable or Deliverable and receive a refund of the amount amounts paid for the affected Product if infringing units, depreciated on a five-year straight line basis, calculated backwards from the claim is brought in date of infringing event (i.e., payments made on the first year after purchase or the depreciated value if the claim is brought thereafter, (b) cease use day of the applicable Intellectual Propertyinfringing event would be refunded fully, in which case and payments made five (5) years prior to the event would not be refunded at all, with a linear decrease in-between). Seller will refund have no liability or obligation to indemnify for any amounts paid for such Intellectual Property, or (c) cease use of the applicable Service, in which case the Seller will, with respect to claim arising from (i) Support Servicesthe combination of the System or any Deliverable with Buyer or third party materials or intellectual property, refund any prepaid amounts for unless it is determined by a court of competent jurisdiction that the applicable Service and Deliverable is the ongoing fees will be equitably adjusted to reflect infringing element of such removal, and Claim; (ii) Professional Services, refund the amount paid for modification or translation of the applicable Professional Services. The remedies set forth in this Section state System or any Deliverable; (iii) any use by Buyer of the Deliverable after Buyer becomes aware that the System or Deliverable may be infringing; or (iv) any Improvements created by a party other than Seller’s entire liability, and the Buyer’s sole and exclusive remedies, with respect to any infringement or misappropriation by Seller-Provided Resources of any third-party Intellectual Property rights.