Common use of Intellectual Property Infringement Clause in Contracts

Intellectual Property Infringement. If a third party makes a claim against Customer that the Licensed Software or Documentation directly infringe any patent issued as of the two years following the Effective Date or any copyright, trade secret or trademark ("IP Claim"); Siebel will defend Customer or Distributor against the IP Claim and pay all costs, damages and expenses (including reasonable legal fees) awarded against Customer or Distributor by a court of competent jurisdiction or agreed to in a written settlement agreement signed by Siebel arising out of such IP Claim; provided that: (i) Customer or Distributor promptly notifies Siebel in writing no later than sixty (60) days after Customer's or Distributor's receipt of notification of a potential claim, (ii) Siebel may assume sole control of the defense of such claim and all related settlement negotiations; and (iii) Customer or Distributor provides Siebel, at Siebel's request and expense, with the assistance, information and authority necessary to perform Siebel's obligations under this Section. Notwithstanding the foregoing, Siebel shall have no liability for any claim of infringement based on (a) the use of a superseded or altered release of Licensed Software if the infringement would have been avoided by the use of a current unaltered release of the Licensed Software, which Siebel provided to Distributor, (b) the modification of the Licensed Software, or (c) the use of the Licensed Software other than in accordance with the Documentation. If, due to an IP Claim, (i) the Licensed Software is held by a court of competent jurisdiction or are believed by Siebel to infringe, or (ii) Customer or Distributor receives a valid court order enjoining Customer or Distributor from using the Licensed Software, Siebel shall in its reasonable judgment, and at its expense, (a) replace or modify the Licensed Software to be non-infringing; (b) obtain for Distributor and/or its Customers a license to continue using the Licensed Software, or (c) if Siebel cannot reasonably obtain the remedies in (a) or (b), terminate the license for the infringing Licensed Software and refund the license fees paid to Siebel for such Licensed Software upon its return by Distributor. This Section 9 states Siebel's entire liability and Distributor's exclusive remedy for any claim of infringement.

Intellectual Property Infringement. If a third party makes a claim against Customer Vendor represents and warrants that its software and any related systems and/or services related to its software (collectively, the Licensed Software "Software") furnished by Vendor to FIU will not infringe upon or Documentation directly infringe violate any patent issued as of the two years following the Effective Date patent, copyright, trademark, trade secret, or any copyrightother proprietary right of any third party. Vendor will, trade secret or trademark ("IP Claim"); Siebel at its expense, defend any suit brought against FIU and will defend Customer or Distributor indemnify FIU against the IP Claim and pay all costs, an award of damages and expenses costs (including reasonable legal attorney fees) awarded , court costs and appeals), made against Customer FIU by settlement or Distributor by final judgment of a court that is based on a claim that the use of competent jurisdiction or agreed to in the Vendor's Software infringes an intellectual property right of a written settlement agreement signed by Siebel arising out of such IP Claimthird party; provided that: (i) Customer or Distributor promptly that FIU notifies Siebel Vendor in writing no later than sixty (60) days after Customer's or Distributor's receipt of notification of a potential claim, (ii) Siebel may assume sole control of the defense of such claim and all related settlement negotiations; and (iii) Customer suit or Distributor provides Siebel, at Siebel's request and expense, with the assistance, information and authority necessary to perform Siebel's obligations under this Section. Notwithstanding the foregoing, Siebel shall have no liability for any claim of infringement based on within thirty (a30) calendar days after receiving notice thereof, and further provided that Vendor is permitted to control the use of a superseded defense in any litigation or altered release of Licensed Software if the infringement would have been avoided by the use of a current unaltered release settlement of the Licensed Software, which Siebel provided to Distributor, (b) suit. FIU will provide reasonable cooperation in the modification defense of the Licensed Software, suit at Vendor’s expense. Such defense and indemnity shall survive termination or (c) expiration of the Agreement and the Vendor's liability for the above is not limited by any limitation of liability clauses in the Agreement. In the event an injunction or order shall be obtained against FIU for the use of the Licensed Vendor's Software other than or if in accordance with the Documentation. If, due to an IP Claim, (i) Vendor's opinion the Licensed Software is held by likely to become the subject of a court claim of competent jurisdiction infringement or are believed by Siebel to infringeviolation of a copyright, trademark, trade secret, or (ii) Customer or Distributor receives other proprietary right of a valid court order enjoining Customer or Distributor from using the Licensed Softwarethird party, Siebel shall in its reasonable judgmentVendor shall, and at its expense, : (a) Procure for FIU the right to continue using the Software; or (b) at no additional cost to FIU, replace or modify the Licensed Software to be non-so that it becomes non- infringing; , but only if the modification or replacement does not adversely affect the specifications of the Software or its use by FIU. If neither (a) nor (b) obtain for Distributor and/or its Customers above is practical, Vendor shall remove the Software from FIU and shall issue a license to continue using the Licensed Software, or (c) if Siebel cannot reasonably obtain the remedies in (a) or (b), terminate the license credit for the infringing Licensed Software and refund the to FIU, less reasonable depreciation. Thereafter, any license fees paid to Siebel for such Licensed Software upon its return by Distributor. This Section 9 states Siebel's entire liability and Distributor's exclusive remedy for any claim of infringementinvolved shall be considered canceled.

Intellectual Property Infringement. If a third party makes a claim against Customer and its directors and officers who are using or have used the Programs in accordance with this Agreement or who are named in furtherance of their duties to Customer that the Licensed Software or Documentation Programs directly infringe any patent issued as of the two years following the Effective Date or any copyright, trade secret or trademark ("IP Claim"); Siebel will defend Customer or Distributor against the IP Claim and pay all costs, damages and expenses (including reasonable legal fees) finally awarded against Customer or Distributor by a court of competent jurisdiction or agreed to in a written settlement agreement signed by Siebel arising out of such IP Claim; provided thatPROVIDED THAT: (i) Customer or Distributor promptly notifies Siebel in writing no later than sixty (60) days after Customer's or Distributor's receipt of notification of a potential claim, ; (ii) Siebel may assume sole control of the defense of such claim and all related settlement negotiations; and (iii) Customer or Distributor provides Siebel, at Siebel's request and expense, with the assistance, information and authority necessary to perform Siebel's obligations under this Section. Notwithstanding the foregoing, Siebel shall have no liability for any claim of infringement based on (a) the use of a superseded or altered release of Licensed Software Programs if the infringement would have been avoided by the use of a current unaltered release of the Licensed SoftwarePrograms, which Siebel provided to DistributorCustomer, (b) the modification of the Licensed Softwarea Program, or (c) the use of the Licensed Software Programs other than in accordance with the DocumentationDocumentation and this Agreement. If, due to an IP Claim or the threat of an IP Claim, (i) the Licensed Software is Programs are held by a court of competent jurisdiction jurisdiction, or are believed in Siebel's reasonable judgment may be held to infringe by Siebel to infringesuch a court, or (ii) Customer or Distributor receives a valid court order enjoining Customer or Distributor from using the Licensed SoftwarePrograms, or in Siebel's reasonable judgment Customer may receive such an order, Siebel shall in its reasonable judgment, and at its expense, (a) replace or modify the Licensed Software Programs to be non-infringing, provided that the replacement Programs contain substantially similar functionality; (b) obtain for Distributor and/or its Customers Customer a license to continue using the Licensed Software, Programs; or (c) if Siebel non-infringing Programs or a license to use cannot reasonably obtain the remedies in (a) or (b)be obtained, Siebel may terminate the license Program License for the infringing Licensed Software Programs and refund the license fees paid for those Programs and fees for any Services that directly relate to Siebel for such Licensed Software Programs upon its return of the Programs by DistributorCustomer. This Section 9 6.1 states Siebel's entire liability and DistributorCustomer's exclusive remedy for any claim of infringement.

Intellectual Property Infringement. If The Seller agrees, at its cost and expense, to defend any claim, suit or legal proceeding asserted or brought against the Buyer or the Buyer’s customers, that any Product, or the use thereof, infringes any United States patent, copyright or other intellectual property rights of a third party makes a claim against Customer that party, provided the Licensed Software or Documentation directly infringe any patent issued as of the two years following the Effective Date or any copyright, trade secret or trademark ("IP Claim"); Siebel will defend Customer or Distributor against the IP Claim and pay all costs, damages and expenses (including reasonable legal fees) awarded against Customer or Distributor by a court of competent jurisdiction or agreed to Seller is notified promptly in a written settlement agreement signed by Siebel arising out writing of such IP Claim; provided that: (i) Customer or Distributor promptly notifies Siebel in writing no later than sixty (60) days after Customer's or Distributor's receipt of notification of a potential claim, (ii) Siebel suit or legal proceeding, and given full and complete authority to defend the same, and given such information as the Buyer may assume sole control of have regarding the same as may be reasonably required for the defense of such claim the same. The Seller shall pay all damages, awards and all related costs, awarded. The Seller shall not be responsible for any settlement negotiations; negotiated and (iii) Customer agreed to by the Buyer or Distributor provides Siebelany other party without the consent of the Seller. The Seller shall have the right, at Siebel's request its own election and at its own expense, to either (a) procure for the Buyer the right to continue to distribute and use such Products or part or component, thereof or (b) modify the same so that it becomes non-infringing provided that the functionality, level of performance, features and quality thereof are not affected, or, if neither of the foregoing alternatives is commercially Siemens Medical Solutions USA, Inc. Oncology Care Systems Group 4000 Xxxxxx Xxxxxx Concord, CA 94520 4 Tel: (000) 000-0000 Fax: (000) 000-0000 wx.xxxxxxxxxxxxxx.xxx/xxxxxxxx SIEMENS reasonable, the Seller may repurchase such Product (the repurchase price is to be based on the original price paid by the Buyer less depreciation on a straight line basis over five (5) years, commencing with the assistancedate of installation and start up of such Product). The Buyer shall have the right, information at its own election, to return any such affected Product to the Seller for refund of the purchase price as set forth above, and authority necessary to perform Siebel's obligations under this Sectioncancel any outstanding Orders or further deliveries of the Product, without any liability to the Seller with respect thereto. Notwithstanding the foregoing, Siebel the Seller shall not have no any liability for any claim to the Buyer under the provision of infringement Section 7 (b), that (i) is based on (a) upon the interconnection and/or the use of a superseded Product, or altered release part thereof, in combination with products or other devices outside the scope of Licensed Software if this Agreement without the infringement would have been avoided prior written consent of the Seller, which are not made by the use of a current unaltered release of the Licensed Software, which Siebel provided to Distributor, (b) the modification of the Licensed Software, Seller whether or (c) the use of the Licensed Software other than in accordance with the Documentation. If, due to an IP Claim, (i) the Licensed Software is held by a court of competent jurisdiction or are believed by Siebel to infringenot supplied hereunder, or (ii) Customer for use in any manner for which the Product, or Distributor receives a valid court order enjoining Customer part thereof, was not designed or Distributor from using created. Also, the Licensed Software, Siebel Buyer shall in its reasonable judgment, and at its hold the Seller harmless against any expense, (a) replace judgment or modify loss for infringement of any patent or copyright that results from the Licensed Software Seller’s compliance with the incorporation of designs specifications furnished by the Buyer. In addition, to be non-infringing; (b) obtain for Distributor and/or its Customers a license the extent it is empowered, the Seller agrees to continue using pass on to the Licensed Software, Buyer patent infringement indemnification received from suppliers to the Seller of the Products or (c) if Siebel canpart thereof not reasonably obtain the remedies in (a) designed by or (b), terminate the license for the infringing Licensed Software and refund Seller but furnished hereunder. The foregoing states the license fees paid to Siebel for such Licensed Software upon its return by Distributor. This Section 9 states Siebel's entire liability and Distributor's exclusive remedy for of the Parties with respect to infringement of intellectual property rights by the Products or any claim of infringementpart thereof.

Intellectual Property Infringement. If a third party makes a claim against Customer that the Licensed Software or Documentation directly infringe any patent issued as of the two years following the Effective Date or any copyright, trade secret or trademark ("IP Claim"); Siebel will defend Customer or Distributor against the IP Claim and pay all costs, damages and expenses (including reasonable legal fees) awarded against Customer or Distributor by a court of competent jurisdiction or agreed to in a written settlement agreement signed by Siebel arising out of such IP Claim; provided that: (i) Customer or Distributor promptly notifies Siebel in writing no later than sixty (60) days after Customer's or Distributor's receipt of notification of a potential claim, (ii) Siebel may assume sole control of the defense of such claim and all related settlement negotiations; and (iii) Customer or Distributor provides Siebel, at Siebel's request and expense, with the assistance, information and authority necessary to perform Siebel's obligations under this Section. Notwithstanding the foregoing, Siebel shall have no liability for any claim of infringement based on (a) the use of a superseded or altered release of Licensed Software if the infringement would have been avoided by the use of a current unaltered release of the Licensed Software, which Siebel provided to Distributor, (b) the modification of the Licensed Software, or (c) the use of the Licensed Software other than in accordance with the Documentation. If, due to an IP Claim, (i) the Licensed Software is held by a court of competent jurisdiction or are believed by Siebel to infringe, or (ii) Customer or Distributor receives a valid court order enjoining Customer or Distributor from using the Licensed Software, Siebel shall in its reasonable judgment, and at its expense, (a) replace or modify the Licensed Software to be non-infringing; (b) obtain for Distributor and/or its Customers a license to continue using the Licensed Software, or (c) if Siebel cannot reasonably obtain the remedies in (a) or (b), terminate the license for the infringing Licensed Software and refund the license fees paid to Siebel for such Licensed Software upon its return by Distributor. This Section 9 states Siebel's entire liability and Distributor's exclusive remedy for any claim of infringement.. 10. LIMITED WARRANTIES AND DISCLAIMERS 10.1

Intellectual Property Infringement. If a Notwithstanding anything herein to the contrary, each Party shall own and continue to own all of its pre-existing Intellectual Property existing prior to the Effective Date, and, except as granted herein to the other Party, neither VPI, any of its Affiliates nor any third party makes a claim against Customer shall acquire any right, title or interest in any such pre-existing Intellectual Property of NPS and similarly, neither NPS nor any third party shall acquire any right, title or interest in any such pre-existing Intellectual Property of VPI or its Affiliate. Except as provided in Article 14(4), NPS shall own and have the sole right to use the Intellectual Property developed under this Agreement (or the Quality Agreement) related to the Product; provided, however, that such Intellectual Property relates solely to the Licensed Software or Documentation directly infringe any patent issued as API together with those certain Raw Materials, Components and Packaging Materials and, provided further that such Intellectual Property when used in the Production of the two years following the Effective Date Product cannot be used separately from or any copyrightwithout such API, trade secret or trademark wherein such Intellectual Property includes Product-specific SOPs, Product-specific Specifications, Product test results, and Product Batch Records (all such Intellectual Property referred to as "IP ClaimProduct Specific IP"); Siebel will defend Customer , for all purposes, other than any Product Specific IP generated, in whole or Distributor against in part, by VPI or its Affiliate which may not be used or disclosed in connection with the IP Claim and pay all costs, damages and expenses (including reasonable legal fees) awarded against Customer production or Distributor by a court of competent jurisdiction or agreed to in a written settlement agreement signed by Siebel arising out of such IP Claim; provided that: (i) Customer or Distributor promptly notifies Siebel in writing no later than sixty (60) days after Customer's or Distributor's receipt of notification of a potential claim, (ii) Siebel may assume sole control manufacture of the defense of such claim Product by any party other than VPI and all related settlement negotiations; its Affiliate, it being agreed and (iii) Customer or Distributor provides Siebel, at Siebel's request and expense, understood that this Agreement is being entered into by VPI with the assistanceunderstanding and objective of having the Product produced and manufactured through VPI. VPI and its Affiliates, information and authority necessary notwithstanding the foregoing, shall have the right to perform Siebeluse the Product Specific IP for the satisfaction of VPI's obligations under this SectionAgreement and VPF's obligations under the Quality Agreement or any other agreement with NPS as well as VPI's or VPF's agreements with Nycomed relating to the rights to a product acquired from NPS by Nycomed. Notwithstanding Except as provided in Articles 14(4) and 14(6), VPI and its Affiliates shall own and have the sole right to use for all purposes all SOPs, Specifications and such other Intellectual Property that does not constitute Product Specific IP. Any Intellectual Property, whether conceived or made solely by one or more employees of one Party and/or an Affiliate of a Party, or jointly by one or more employees of both Parties (and/or any Affiliate of a Party), which Intellectual Property relates solely to the API shall be owned solely by NPS. Any Intellectual Property, whether conceived or made solely by one or more employees of one Party and/or an Affiliate of a Party, or jointly by one or more employees of both Parties (and/or an Affiliate of a Party), which Intellectual Property relates solely to Production, including any process(es), [*], shall be owned solely by VPI and/or its Affiliate. Any Intellectual Property, which is not the property of NPS or the property of VPI or its Affiliate as above indicated and is accordingly conceived or made solely by one or more employees of one Party (and/or any Affiliate of a Party), or jointly by one or more employees of both Parties (and/or any Affiliate of a Party), and pertains to the API and/or the Product and to the Production of Product only (and is therefore not applicable to the manufacture and supply of any other product) shall be the joint property of both Parties (or the respective Affiliate as the case may be). Neither Party (nor any Affiliate of a Party) shall use such jointly owned Intellectual Property without the prior written consent of the other Party (or such Affiliate, as the case may be). Each Party shall promptly notify the other Party of any Intellectual Property which is conceived or made solely by one or more employees of such notifying Party (and/or any Affiliate of such Party) or jointly by one or more employees of both Parties (and/or any Affiliate of such Party) (which constitutes joint property under Article 14(5) or in respect of which such notifying Party has an obligation to other Party as hereinafter set forth in this Article. NPS hereby grants and transfers to VPI (or upon the request of VPI an Affiliate of VPI) any and all of the rights that NPS may have to any Intellectual Property referred to or described in Article 14(5). NPS agrees to execute all such agreements necessary to effect the foregoing. VPI hereby grants and transfers, Siebel or shall cause to be granted and transferred, to NPS any and all of the rights that VPI or any Affiliate of VPI may have no liability to any Intellectual Property referred to or described in Article 14(4). VPI agrees to, and shall cause its Affiliates to, execute all such agreements necessary to effect the foregoing. NPS shall be solely responsible, at its discretion, for the filing, prosecution, and maintenance of all Intellectual Property that is owned by NPS as above provided. VPI shall be responsible, at its discretion, for the filing, prosecution, and maintenance of all Intellectual Property that is owned by VPI or any claim of infringement based on its Affiliate as above. NPS and VPI shall be jointly responsible for the filing, prosecution and maintenance of all Intellectual Property which is jointly owned by NPS and VPI, (aand/or an Affiliate of VPI or NPS as the case may be), as above provided and any costs associated therewith shall be shared equally. The Parties shall co-operate with each other (or any Affiliate of the other Party as the case may be) in registering all Intellectual Property rights herein contemplated as reasonably required. NPS hereby grants a license to VPI and its Affiliate, VPF, to all of the use Intellectual Property NPS owns or otherwise has rights to, including under licenses, required by VPI or said Affiliate for the Production for NPS as contemplated under this Agreement and the Quality Agreement. The license is irrevocable for the term of this Agreement, royalty-free, non-exclusive, non-transferable, and non-sub-licensable and solely for the purpose of Production for NPS as contemplated under this Agreement. VPI agrees, upon the request of NPS, that it shall in good faith negotiate with NPS for a grant to NPS of a superseded or altered release non-exclusive license in respect of Licensed Software if the infringement would have been avoided by the use of a current unaltered release of the Licensed Softwaresuch nations as may be mutually agreed, which Siebel provided to Distributor, (b) the modification shall include appropriate indemnifications of the Licensed Software, or (c) VPI and its Affiliates for the use of the Licensed Software license, to any Intellectual Property developed hereunder or the Quality Agreement and owned by VPI or any of its Affiliate, whether solely or jointly, as above provided, for which Intellectual Property a patent has been applied for by VPI and/or its Affiliate. NPS shall defend, indemnify and hold harmless VPI and its Affiliates from and against any and all claims, actions and/or proceedings (including damages and reasonable attorneys fees) based upon any assertion that NPS Supplied Material, or Information of NPS or materials provided by NPS in connection herewith or the use by VPI and/or its Affiliate of such NPS Supplied Material, or Information of NPS (except to the extent that it is developed by or proprietary to VPI and/or its Affiliates) or materials provided by NPS infringes or otherwise violates any third party's patent, trademark or other intellectual proprietary rights. VPI shall defend, indemnify and hold harmless NPS from and against any and all claims, actions and/or proceedings (including damages and reasonable attorneys fees) based upon any assertion that Information of VPI or any of its Affiliates or the Production of Product (other than for claims, actions and/or proceedings subject to indemnification pursuant to Article 15) or the use by NPS of such Information of VPI and/or its Affiliates (except to the extent that it is developed by or proprietary to NPS) infringes or otherwise violates any third party's patent, trademark or other intellectual proprietary rights in accordance with the Documentationcountries of the European Union as composed prior to [*] and the United States. IfThe Parties shall keep each other informed about any such claims, due to an IP Claim, (i) the Licensed Software is held by a court of competent jurisdiction or are believed by Siebel to infringe, or (ii) Customer or Distributor receives a valid court order enjoining Customer or Distributor from using the Licensed Software, Siebel shall in its reasonable judgmentactions and/or proceedings, and shall provide reasonable cooperation to each other in the defense of any such claim, action and/or proceeding at its expensethe expense of the indemnifying Party. The indemnifying Party shall not settle any such claim, (a) replace or modify the Licensed Software to be non-infringing; (b) obtain for Distributor action and/or its Customers a license to continue using the Licensed Software, or (c) if Siebel cannot reasonably obtain the remedies in (a) or (b), terminate the license for the infringing Licensed Software and refund the license fees paid to Siebel for such Licensed Software upon its return by Distributor. This Section 9 states Siebel's entire liability and Distributor's exclusive remedy for any claim of infringementproceeding [*].

Intellectual Property Infringement. If a third party makes Xxxxxx agrees to defend Customer and pay any damages finally awarded or, at its option settle and pay any settlement agreed to by Ruckus, with respect to any claim made or brought against Customer by an entity unaffiliated with Customer alleging that Customer’s use of the unaltered Service infringes or misappropriates any U.S. patent, copyright or trademark of such entity, provided that Customer (a) provides prompt written notice of such claim to Ruckus, (b) grants Ruckus the sole right to control and defend such claim, and (c) provides Xxxxxx, at Xxxxxx’s expense, with all information and assistance reasonably requested by Xxxxxx in the defense of such claim. In the event of such a claim against Customer that the Licensed Software or Documentation directly infringe any patent issued as of the two years following the Effective Date or any copyrightthreatened claim, trade secret or trademark ("IP Claim"); Siebel will defend Customer or Distributor against the IP Claim and pay all costsRuckus may, damages and expenses (including reasonable legal fees) awarded against Customer or Distributor by a court of competent jurisdiction or agreed to in a written settlement agreement signed by Siebel arising out of such IP Claim; provided that: at its option, (i) provide Customer or Distributor promptly notifies Siebel with revised Service that is substantially equivalent to the accused Service in writing no later than sixty (60) days after Customer's or Distributor's receipt of notification of a potential claimfunctionality in material respects but is noninfringing, (ii) Siebel may assume sole control of obtain the defense of such claim and all related settlement negotiations; and right for Customer to continue using the Service, or (iii) Customer or Distributor provides Siebel, at Siebel's request terminate this agreement upon 30 days’ notice and expense, with refund any license fees previously paid for the assistance, information and authority necessary to perform Siebel's obligations under this SectionService that is the subject of a claim on a pro-rata basis for the remaining portion of the Service Term. Notwithstanding the foregoing, Siebel Ruckus shall have no obligation or liability for any claim of infringement based on with respect to (a) the use of a superseded or altered release of Licensed Software the Service in combination with any materials not provided by Ruckus, if the infringement would have been be avoided by the use of a current unaltered release of the Licensed Software, which Siebel provided to DistributorService without such combination, (b) any alleged patent infringement related to the implementation of a standard; (c) any modification of the Licensed SoftwareService by any party other than Ruckus, (d) any open source code contained within the Service, (e) damages based on the value of product, services or business methods not provided by or performed by Xxxxxx, (cf) the any use of the Licensed Software other than in accordance with Service outside the Documentation. If, due to an IP Claim, (i) scope of the Licensed Software is held by a court of competent jurisdiction or are believed by Siebel to infringe, license or (iig) Customer or Distributor receives a valid court order enjoining Customer or Distributor from using any use of the Licensed Software, Siebel shall in its reasonable judgment, and at its expense, (a) replace or modify Service after Ruckus has terminated access to the Licensed Software to be non-infringing; (b) obtain for Distributor and/or its Customers a license to continue using the Licensed Software, or (c) if Siebel cannot reasonably obtain the remedies in (a) or (b), terminate the license for the infringing Licensed Software and refund the license fees paid to Siebel for such Licensed Software upon its return by DistributorService. This Section 9 states Siebel's entire liability and Distributor's exclusive remedy for any claim of infringementTHIS PARAGRAPH REPRESENTS THE SOLE AND EXCLUSIVE LIABILITY OF RUCKUS AND THE EXCLUSIVE REMEDY OF CUSTOMER FOR INFRINGEMENT OR MISAPPROPRIATION OF THIRD PARTY RIGHTS.

Intellectual Property Infringement. If a third party makes a claim against Customer Licensee, its Affiliates, or Authorized Users (“Licensee Group”) that the Licensed Software infringes, misappropriates, dilutes, or Documentation directly infringe otherwise violates any patent issued as of the two years following the Effective Date or any patent, copyright, right to use, trademark, or trade secret or trademark ("“IP Claim"”); Siebel Licensor will (i) indemnify and defend Customer or Distributor Licensee Group against the IP Claim at Licensor’s cost and expense, and (ii) pay all awards, fines, interest, judgments, costs, damages and expenses (including reasonable legal fees) awarded against Customer or Distributor reasonably incurred by a court of competent jurisdiction Licensee Group directly related to the IP Claim or agreed to in a written settlement agreement signed by Siebel arising out of such IP ClaimLicensor; provided that: (i) Customer or Distributor Licensee promptly notifies Siebel Licensor in writing no later than sixty ten (6010) days after Customer's or Distributor's Licensee’s receipt of notification of a potential claim, ; (ii) Siebel Licensor may assume sole control of the defense of such claim and all related settlement negotiations; and (iii) Customer or Distributor Licensee provides SiebelLicensor, at Siebel's Licensor’s request and expense, with the assistance, information and authority necessary to perform Siebel's Licensor’s obligations under this Section. In all events, Licensee shall have the right to participate, at its own cost and expense, in the defense of any suit or proceeding through counsel of its own choosing. Notwithstanding the foregoing, Siebel Licensor shall have no liability for any claim of infringement IP Claim based on (a) the use of a superseded or altered release of Licensed Software if the infringement IP Claim would have been avoided by the use of a then current unaltered release of the Licensed Software, which Siebel provided to Distributor, (b) the modification of the Licensed SoftwareSoftware not authorized by Licensor, or (c) the use of the Licensed Software other than in accordance with the Documentation. IfDocumentation and this Agreement, due to an IP Claimor (d) the combination, (i) operation, or use of the Licensed Software is held by in combination with any software where in the absence of such combination the Licensed Software are not infringing. If a court of competent jurisdiction third party prevails on its IP Claim or are believed by Siebel to infringe, obtains temporary or (ii) Customer or Distributor receives a valid court order enjoining Customer or Distributor permanent relief preventing Licensee Group from using any portion of the Licensed Software, Siebel or if Licensor believes in good faith that the Licensed Software infringes or is believed by Licensor to infringe, Licensor shall in its reasonable judgmenthave the option, and at its expense, to (a) replace or modify the Licensed Software to be non-non- infringing; , or (b) obtain for Distributor and/or its Customers Licensee Group a license to continue using the Licensed Software. If it is not commercially reasonable to perform either of the foregoing options, or (c) if Siebel cannot reasonably obtain the remedies in (a) or (b), then Licensor may terminate the license for the infringing Licensed Software and refund the license fees paid to Siebel for such the Licensed Software upon its return by DistributorSoftware. This Section 9 states Siebel's entire 5.3 sets forth Licensor’s complete liability and Distributor's Licensee’s sole and exclusive remedy for any claim with respect to infringement of infringementintellectual property rights.

Intellectual Property Infringement. If a third party makes a claim HydroMed will notify Paladin if it receives any notice of infringement related to the activities engaged in under this Agreement, and advise Paladin of any litigation which may be initiated against Customer that it related to the Licensed Software or Documentation directly infringe activities engaged in under this Agreement, and will keep Paladin advised throughout such litigation. All costs of such litigation shall be borne by HydroMed unless any patent issued as of the two years following Paladin Releasees admit infringement or settle such litigation without the Effective Date prior written consent of HydroMed, which consent shall not be unreasonably withheld, delayed or any copyright, trade secret or trademark ("IP Claim"); Siebel will defend Customer or Distributor against the IP Claim and pay all costs, damages and expenses (including reasonable legal fees) awarded against Customer or Distributor by a court of competent jurisdiction or agreed to in a written settlement agreement signed by Siebel arising out of such IP Claim; provided that: (i) Customer or Distributor promptly notifies Siebel in writing no later than sixty (60) days after Customer's or Distributor's receipt of notification of a potential claim, (ii) Siebel may assume sole control of the defense of such claim and all related settlement negotiations; and (iii) Customer or Distributor provides Siebel, at Siebel's request and expense, with the assistance, information and authority necessary to perform Siebel's obligations under this Sectiondenied. Notwithstanding the foregoing, Siebel shall have no liability for any claim and without limiting the generality of infringement based on (a) Sections 11.2 through 11.4, in the event that the marketing, use of a superseded or altered release of Licensed Software if the infringement would have been avoided by the use of a current unaltered release sale of the Licensed Software, which Siebel provided to Distributor, (b) the modification of the Licensed Software, or (c) the use of the Licensed Software other than Product in accordance with this Agreement infringes or would infringe any Third Party intellectual property rights, the DocumentationParty first becoming aware of same shall notify the other and, subject to Sections 11.2 through 11.4, the Parties shall discuss the matter and decide on a course of action. IfShould any such infringement claim or suit be upheld by a final, due non-appealable order of a court that prevents Paladin from marketing, using and selling the Product in the Territory, HydroMed shall repurchase from Paladin, at cost, all of the Product currently in Paladin's stock that have not been sold. HydroMed may then, in its sole discretion after consultation with Paladin, elect to an IP Claim, (i) change the Licensed Software is held by a court of competent jurisdiction or are believed by Siebel Product so as to infringe, make it non-infringing; or (ii) Customer or Distributor receives a valid court order enjoining Customer or Distributor from using obtain rights to the Licensed Software, Siebel Third Party intellectual property rights and make such rights available to Paladin (it being understood that Paladin shall in no event be required to make any additional payments provided for herein for the grant of such rights). If, however, HydroMed chooses to do neither of the foregoing, then HydroMed shall inform Paladin and the Parties may mutually agree to terminate this Agreement, provided that if this Agreement is not so terminated, then HydroMed shall be relieved of its reasonable judgmentobligations under Article 7 and Article 8 to manufacture and supply Paladin with Product (both in respect of any unsatisfied Purchase Orders and any new Purchase Orders that Paladin may place with Hydromed), and at its expense, (a) replace Paladin shall not be entitled to exercise any rights or modify the Licensed Software remedies against HydroMed in respect of any failure to be non-infringing; (b) obtain for Distributor and/or its Customers a license to continue using the Licensed Software, or (c) if Siebel cannot reasonably obtain the remedies in (a) or (b), terminate the license for the infringing Licensed Software and refund the license fees paid to Siebel for such Licensed Software upon its return by Distributor. This Section 9 states Siebel's entire liability and Distributor's exclusive remedy for any claim of infringementsupply.

Intellectual Property Infringement. If a third party makes Xxxxxx agrees to defend Licensee and pay any damages finally awarded or, at its option settle and pay any settlement agreed to by Xxxxxx, with respect to any claim made or brought against Licensee by an entity unaffiliated with Licensee alleging that Licensee’s use of the unaltered Software infringes or misappropriates any patent, copyright or trademark of such entity, provided that Licensee (a) provides prompt written notice of such claim to Ruckus, (b) grants Ruckus the sole right to control and defend such claim, and (c) provides Xxxxxx, at Xxxxxx’s expense, with all information and assistance reasonably requested by Xxxxxx in the defense of such claim. In the event of such a claim against Customer that the Licensed Software or Documentation directly infringe any patent issued as of the two years following the Effective Date or any copyrightthreatened claim, trade secret or trademark ("IP Claim"); Siebel will defend Customer or Distributor against the IP Claim and pay all costsRuckus may, damages and expenses (including reasonable legal fees) awarded against Customer or Distributor by a court of competent jurisdiction or agreed to in a written settlement agreement signed by Siebel arising out of such IP Claim; provided that: at its option, (i) Customer or Distributor promptly notifies Siebel provide Licensee with revised Software that is substantially equivalent to the accused Software in writing no later than sixty (60) days after Customer's or Distributor's receipt of notification of a potential claimfunctionality in material respects but is noninfringing, (ii) Siebel may assume sole control of obtain the defense of such claim and all related settlement negotiations; and right for Licensee to continue using the Software, or (iii) Customer or Distributor provides Siebel, at Siebel's request terminate this agreement upon 30 days’ notice and expense, with refund any license fees previously paid for the assistance, information and authority necessary to perform Siebel's obligations under this SectionSoftware that is the subject of a claim on a pro-rata basis over a five (5) year period. Notwithstanding the foregoing, Siebel Ruckus shall have no obligation or liability for any claim of infringement based on with respect to (a) the use of a superseded or altered release other than the current version of Licensed Software the Software, if the infringement would have been be avoided by the use of a the current unaltered release of the Licensed Software, which Siebel provided to Distributorversion, (b) use of the Software in combination with any materials not provided by Ruckus, if the infringement would be avoided by use of the Software without such combination, (c) any alleged patent infringement related to the implementation of a standard; (d) any modification of the Licensed Software by any party other than Ruckus, (e) any open source code contained within the Software, (f) damages based on the value of product, services or business methods not provided by or performed by Xxxxxx, (cg) the any use of the Licensed Software other than in accordance with outside the Documentation. If, due to an IP Claim, (i) scope of the Licensed Software is held by a court of competent jurisdiction or are believed by Siebel to infringe, license or (iih) Customer or Distributor receives a valid court order enjoining Customer or Distributor from using any use of the Licensed Software, Siebel shall in its reasonable judgment, and at its expense, (a) replace or modify the Licensed Software to be non-infringing; (b) obtain for Distributor and/or its Customers a license to continue using the Licensed Software, or (c) if Siebel cannot reasonably obtain the remedies in (a) or (b), terminate after Ruckus has terminated the license for the infringing Licensed Software and refund the license fees paid to Siebel for such Licensed Software upon its return by Distributoras set forth above. This Section 9 states Siebel's entire liability and Distributor's exclusive remedy for any claim of infringementTHIS PARAGRAPH REPRESENTS THE SOLE AND EXCLUSIVE LIABILITY OF RUCKUS AND THE EXCLUSIVE REMEDY OF LICENSEE FOR INFRINGEMENT OR MISAPPROPRIATION OF THIRD PARTY RIGHTS.

Intellectual Property Infringement. If a Vendor agrees to indemnify and hold harmless CFVHS against all liability to third party makes a claim against Customer that parties (other than liability solely the Licensed Software fault of CFVHS) arising directly or Documentation directly infringe indirectly from or in connection with any actual or claimed (whether rightful or otherwise) infringement on or misappropriation of any United States patent issued as of the two years following the Effective Date or any date hereof, copyright, United States trademark, or trade secret secret, and will pay all final judgements awarded or trademark ("IP Claim"); Siebel settlements entered into in relation to such claims, including all costs and attorneys’ fees. Vendor agrees that it will defend Customer any suit or Distributor proceeding brought against CFVHS insofar as such suit or proceeding is based on such a claim, if Vendor is notified promptly in writing of any such suit or proceeding and is given full control of the IP Claim defense and reasonable information and assistance by CFVHS. Vendor shall pay all costs, damages and expenses (including reasonable legal fees) costs finally awarded in any such suit or proceeding against Customer CFVHS, but shall not be responsible for any settlement made by CFVHS without the prior written consent of Vendor. If the Product is held in such suit or Distributor by proceeding to infringe a court United States patent, or if the Product has become or in the opinion of competent jurisdiction or agreed Vendor is likely to in become the subject of a written settlement agreement signed by Siebel arising out claim of such IP Claim; provided thatinfringement of a United States patent, Vendor, at its election and at its own expense, shall: (i) Customer procure for CFVHS the right to continue using the Product; (ii) modify the Product so that it becomes non-infringing while giving equivalent performance; or Distributor promptly notifies Siebel in writing no later than sixty (60iii) days after Customer's replace the Product with a non-infringing product which gives equivalent performance; or Distributor's receipt of notification of a potential claim(iv) if (i), (ii) Siebel may assume sole control of the defense of such claim and all related settlement negotiations; ), and (iii) Customer are not reasonably feasible, remove such unused Product and accept its return, paying CFVHS a refund equal to the purchase price to include all shipping charges. This Section shall survive any termination or Distributor provides Siebelexpiration of this Agreement and will continue to bind, at Siebel's request and expenseinure to the benefit of, with the assistanceparties and their successors and assigns. The preceding paragraph shall not apply to any goods, information and authority necessary or any part thereof, manufactured to perform Siebel's obligations under this SectionCFVHS’s own detailed design for unique items of special physical characteristics. Notwithstanding CFVHS’s rating, or duty or performance specifications, do not constitute “detailed design.” Nor shall the foregoing, Siebel shall have no liability for foregoing indemnity obligation extend to any claim claims of infringement based on (a) arising out or related to: a modification of the Product by anyone other than Vendor or its duly authorized agents; the incorporation into a Product of any information provided or requested by CFVHS; a combination of the Product with any third-party product where the infringement or misappropriation would not exist without such combination; or the use of a superseded or altered release version of Licensed Software the Product other than the then-current version if the infringement would have been avoided by the use of a current unaltered release of the Licensed Software, which Siebel provided to Distributor, (b) the modification of the Licensed Software, or (c) the use of the Licensed Software other than in accordance with the Documentation. If, due to an IP Claim, (i) the Licensed Software is held by a court of competent jurisdiction or are believed by Siebel to infringe, or (ii) Customer or Distributor receives a valid court order enjoining Customer or Distributor from using the Licensed Software, Siebel shall in its reasonable judgment, and at its expense, (a) replace or modify the Licensed Software to be nonthen-infringing; (b) obtain for Distributor and/or its Customers a license to continue using the Licensed Software, or (c) if Siebel cannot reasonably obtain the remedies in (a) or (b), terminate the license for the infringing Licensed Software and refund the license fees paid to Siebel for such Licensed Software upon its return by Distributor. This Section 9 states Siebel's entire liability and Distributor's exclusive remedy for any claim of infringementcurrent version.

Intellectual Property Infringement. If a. ThreatSHIELD shall defend any action brought against Customer to the extent it is based on a third party makes a claim against that use by Customer that of the Licensed Software or Documentation as furnished hereunder, which use is in accordance with the terms and conditions of this Agreement, directly infringe infringes any patent issued as of the two years following the Effective Date or any valid United States patent, copyright, or trade secret or trademark ("IP Claim"); Siebel will defend Customer or Distributor against the IP Claim and secret. ThreatSHIELD shall pay all any liabilities, costs, damages damages, and expenses (including reasonable legal attorney’s fees) finally awarded against Customer or Distributor by a court in such action that are attributable to such claim, provided: (a) Customer notifies ThreatSHIELD in writing of competent jurisdiction or agreed to in a written settlement agreement signed by Siebel arising out any such claim within twenty (20) days of learning of such IP Claimclaim; provided that: (ib) Customer or Distributor promptly notifies Siebel in writing no later than sixty (60) days after Customer's or Distributor's receipt of notification of a potential claim, (ii) Siebel may assume ThreatSHIELD has sole control of the defense of such claim and all related settlement negotiations; and (iiic) Customer or Distributor provides Siebelcooperates with ThreatSHIELD, at Siebel's request and ThreatSHIELD’s expense, with the assistancein defending or settling such claim (provided that ThreatSHIELD shall not enter into any settlement or other compromise that materially adversely affects Customer without Customer’s written approval, information and authority necessary not to perform Siebel's obligations under this Sectionbe unreasonably withheld, delayed, or conditioned). Notwithstanding In addition to the foregoing, Siebel shall have no liability for Customer agrees to promptly notify ThreatSHIELD of any known or suspected infringement or misappropriation of ThreatSHIELD’s proprietary rights of which Customer becomes aware. Should the Licensed Software or the ThreatSHIELD Service become, or be likely to become in ThreatSHIELD’s opinion, the subject of any claim of infringement based on (a) the use of a superseded or altered release of Licensed Software if the infringement would have been avoided by the use of a current unaltered release of the Licensed Softwareinfringement, which Siebel provided to DistributorThreatSHIELD may, (b) the modification of the Licensed Software, or (c) the use of the Licensed Software other than in accordance with the Documentation. If, due to an IP Claim, at its option: (i) procure for Customer the Licensed Software is held by a court of competent jurisdiction or are believed by Siebel right to infringe, or continue using the potentially infringing materials; (ii) Customer or Distributor receives a valid court order enjoining Customer or Distributor from using the Licensed Software, Siebel shall in its reasonable judgment, and at its expense, (a) replace or modify the Licensed Software potentially infringing materials to be non-infringingmake them noninfringing; (b) obtain for Distributor and/or its Customers a license to continue using the Licensed Software, or (ciii) if Siebel cannot reasonably obtain the remedies in (a) or (b), terminate the license for the infringing Licensed Software and refund the license fees paid to Siebel for such Licensed Software upon its return by Distributor. This Section 9 states Siebel's entire liability and Distributor's exclusive remedy for any claim of infringementthis Agreement.