Remedy for Infringement, Rights of Cepheid, Exceptions Sample Clauses
Remedy for Infringement, Rights of Cepheid, Exceptions. If any Product or any portion thereof is subject to a suit or other legal proceeding claiming that the Product infringes a Third Party’s Intellectual Property Right that Cepheid indemnifies the Cepheid Released Parties for under Section 11.5.1, or in Cepheid’s opinion is (are) likely to become subject of such a claim, Cepheid shall, at its option, have the right to either: (a) procure for the Cepheid Released Party the right to continue using the Product; or (b) replace or modify the Product so that it becomes non-infringing; or (c) substitute for the infringing Product other suitable, non-infringing products. Cepheid shall have no liability or obligation hereunder for any infringement based upon: the use of Product in combination with any product not provided by Cepheid or intended for use with Product, except as contemplated by this Agreement, or based upon any modification to Product made by the Cepheid Released Party or its Affiliates or a Third Party except as contemplated by this Agreement, if such claim would not have occurred but for such combination or modification.
Remedy for Infringement, Rights of Cepheid, Exceptions. If any Smart Cycler Instrument or any portion thereof is subject to a suit or other legal proceeding claiming that the Smart Cycler Instrument, or its usage, infringes a Third Party’s Intellectual Property Right that Cepheid indemnifies Cepheid Released Parties for under Section 11.4.1, or in Cepheid’s opinion is (are) likely to become subject of such a claim, Cepheid shall, at its option, do one of the following : (a) procure for IDI the right to continue using the Smart Cycler Instruments; or (b) replace or modify the Smart Cycler Instruments so that they become non-infringing; or (c) substitute for the infringing Smart Cycler Instruments other suitable, non-infringing Smart Cycler Instruments. Cepheid shall have no liability or obligation hereunder for any infringement based upon: the use of Smart Cycler Instruments in combination with any materials not provided by Cepheid or intended for use with Smart Cycler Instruments, except as contemplated by this Agreement, or based upon any modification to Smart Cycler Instruments made by IDI or a Third Party except as contemplated by this Agreement, if such claim would not have occurred but for such combination or modification.