By Amedica Sample Clauses

By Amedica. To the extent not otherwise covered by insurance, Amedica shall defend, indemnify and hold harmless OSI from and against any liabilities, losses, damages, costs and expenses (including reasonable attorney fees and other costs and expenses) arising out of any claim or action brought against the OSI alleging that any of the Products manufactured by Amedica and made the subject of this Agreement infringe any United States patent, copyright, trademark or trade secret under United States law, provided that, OSI promptly notifies Amedica in writing of such claim, if it becomes aware of such claim, and allows Amedica to control, and reasonably cooperates with Amedica in, the defense of any such claim or action and any settlement negotiations related thereto. Notwithstanding the above, OSI shall have no liability for any settlement or compromise made without its express written consent, which consent shall not be unreasonably withheld. In the event of a claimed infringement, Amedica reserves the right to do any of the following: replace the Product with a non-infringing product or a product of equivalent functionality; modify the Product to make it non-infringing; procure for the Parties hereto the right to continue using said Product; or remove the Product from its inclusion in the activities contemplated hereunder. The foregoing constitutes Amedica’s entire liability in the event of any claim of intellectual property infringement.
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By Amedica. To the extent not otherwise covered by insurance, Amedica shall defend, indemnify and hold harmless OSI from and against any liabilities, losses, damages, costs and expenses (including reasonable attorney fees and other costs and expenses) arising out of: (i) any claim or action brought against OSI for any claim that the Products infringe any United States patent, copyright, trademark or trade secret under United States law, provided that, OSI promptly notifies Amedica in writing of such claim and allows Amedica to control, and fully cooperates with Amedica in, the defense of any such claim or action and any settlement negotiations related thereto. Notwithstanding the above, Amedica shall have no liability for any settlement or compromise made without its express written consent. In the event of a claimed infringement, Amedica reserves the right to do any of the following: replace the Product with a non-infringing product or a product of equivalent functionality; modify the Product to make it non-infringing; procure for OSI the right to continue using said Product; or remove the Product and refund the price paid to Amedica for such Product. The foregoing constitutes Amedica’s entire liability in the event of any claim of intellectual property infringement.
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Related to By Amedica

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  • Sublicense Agreements Sublicenses shall be granted only pursuant to written agreements, which shall be subject and subordinate to the terms and conditions of this Agreement. Such Sublicense agreements shall contain, among other things, provisions to the following effect:

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