Common use of INDEMNIFICATION FOR INFRINGEMENT Clause in Contracts

INDEMNIFICATION FOR INFRINGEMENT. Supplier will promptly investigate and defend, at its own expense, all claims, allegations, suits, actions, or proceedings in which NCR, or its subsidiaries, agents, their successors, assigns, distributors, dealers, customers or other users of NCR's or its subsidiaries' equipment, software, supplies, or services are made defendants or claimed potential defendants for any infringement, claimed or alleged inducement of infringement, or unauthorized or unlawful use of any patent, copyright, or trademark, wherever registered or issued, or trade secret, mask work, or proprietary data, or other information resulting from the manufacture, sale, use, or lease, or other disposition of any Product purchased under this PO, except to the extent specific product design is provided to Supplier by NCR. Supplier further agrees to pay and discharge any and all judgments or decrees which may be rendered in any such suits or proceedings against any such defendants. Supplier will have the right to settle any such suits, actions, or proceedings on terms and conditions of Supplier's own selection consistent with these terms. If Supplier fails to promptly investigate and defend or settle as provided herein, then NCR will, following notification to Supplier, have the right to then take sole control of the defense of any said claim, allegation, suit, action, or proceeding and all negotiations for its settlement or compromise, and Supplier agrees to pay, as they become due, all of the costs, expenses, and reasonable attorneys' fees incurred and judgments or decrees which may be rendered. Supplier will include substantially similar indemnification terms in its contracts with its suppliers of the items or components which are included with or make up the Products, and Supplier agrees to enforce such terms on its behalf and for the benefit of NCR.

INDEMNIFICATION FOR INFRINGEMENT. Supplier will promptly investigate and defend, at its own expense, all claims, allegations, suits, actions, or proceedings in which NCR, or its subsidiaries, agents, their successors, assigns, distributors, dealers, customers or other users of NCR's or its subsidiaries' equipment, software, supplies, or services are made defendants or claimed potential defendants for any infringement, claimed or alleged inducement of infringement, or unauthorized or unlawful use of any patent, copyright, or trademark, wherever registered or issued, or trade secret, mask work, or proprietary data, or other information resulting from the manufacture, sale, use, or lease, or other disposition of any Product purchased under this PO, except to the extent specific product design is provided to Supplier by NCR. Supplier further agrees to pay and discharge any and all judgments or decrees which may be rendered in any such suits or proceedings against any such defendants. Supplier will have the right to settle any such suits, actions, or proceedings on terms and conditions of Supplier's own selection consistent with these terms. If Supplier fails to promptly investigate and defend or settle as provided herein, then NCR will, following notification to Supplier, have the right to then take sole control of the defense of any said claim, allegation, suit, action, or proceeding and all negotiations for its settlement or compromise, and Supplier agrees to pay, as they become due, all of the costs, expenses, and reasonable attorneys' fees incurred and judgments or decrees which may be rendered. Supplier will include substantially similar indemnification terms in its contracts with its suppliers of the items or components which are included with or make up the Products, and Supplier agrees to enforce such terms on its behalf and for the benefit of NCR.

INDEMNIFICATION FOR INFRINGEMENT. Supplier will shall promptly investigate and defend, at its own expense, all claims, allegations, suits, actions, or and proceedings in which NCR, or its subsidiariessubsidiaries or other associated companies, agents, their successors, assignsassignees, distributors, dealers, customers or other users of NCR's or its subsidiaries' or its associated companies’ equipment, software, supplies, or services are made defendants or claimed potential defendants for any infringement, claimed or alleged inducement of infringement, or unauthorized unauthorised or unlawful use of any patent, copyright, trade mark or trademarkother intellectual property right, wherever registered or issued, or any trade secret, mask work, or proprietary data, or other information resulting from the manufacture, sale, use, or lease, or other disposition of any Product purchased under this PO, except to the extent the specific product Product design is provided to Supplier by NCR. Supplier further agrees to pay and discharge any and all judgments or and decrees which may be rendered in any such suits or proceedings against any such defendants. Supplier will shall have the right to settle any such suits, actions, or proceedings on terms and conditions of Supplier's own selection consistent with these terms. If Supplier fails to promptly investigate and defend or settle as provided herein, then NCR willshall, following notification to Supplier, have the right from that time forward to then take have sole control of the defense defence of any said claim, allegation, suit, action, or proceeding and all negotiations for its settlement or compromise, and Supplier agrees to pay, as they become due, all of the costs, expenses, and reasonable attorneys' legal fees incurred and judgments or decrees which may be rendered. Supplier will include substantially similar indemnification terms in its contracts with its suppliers of the items or components which are included with or make up the Products, and Supplier agrees to enforce such terms on its behalf and for the benefit of NCR.

INDEMNIFICATION FOR INFRINGEMENT. Supplier will promptly investigate and defend, at its own expense, all claims, allegations, suits, actions, or proceedings in which NCR, or its subsidiaries, agents, their successors, assigns, distributors, dealers, customers or other users of NCR's or its subsidiaries' equipment, software, supplies, or services are made defendants or claimed potential defendants for any infringement, claimed or alleged inducement of infringement, or unauthorized or unlawful use of any patent, copyright, or trademark, wherever registered or issued, or trade secret, mask work, or proprietary data, or other information resulting from the manufacture, sale, use, or lease, or other disposition of any Product purchased under this PO, except to the extent specific product design is provided to Supplier by NCR. Supplier further agrees to pay and discharge any and all judgments or decrees which may be rendered in any such suits or proceedings against any such defendants. Supplier will have the right to settle any such suits, actions, or proceedings on terms and conditions of Supplier's own selection consistent with these terms. If Supplier fails to promptly investigate and defend or settle as provided herein, then NCR will, following notification to Supplier, have the right to then take have sole control of the defense of any said claim, allegation, suit, action, or proceeding and all negotiations for its settlement or compromise, and Supplier agrees to pay, as they become due, all of the costs, expenses, and reasonable attorneys' fees incurred and judgments or decrees which may be rendered. Supplier will include substantially similar indemnification terms in its contracts with its suppliers of the items or components which are included with or make up the Products, and Supplier agrees to enforce such terms on its behalf and for the benefit of NCR.

INDEMNIFICATION FOR INFRINGEMENT. Supplier will promptly investigate and defend, at its own expense, all claims, allegations, suits, actions, or proceedings in which NCR, or its subsidiaries, agents, their successors, assigns, distributors, dealers, customers or other users of NCR's or its subsidiaries' equipment, software, supplies, or services are made defendants or claimed potential defendants for any infringement, claimed or alleged inducement of infringement, or unauthorized or unlawful use of any patent, copyright, or trademark, wherever registered or issued, or trade secret, mask work, or proprietary data, or other information resulting from the manufacture, sale, use, or lease, or other disposition of any Product purchased under this PO, except to the extent specific product design is provided to Supplier by NCR. Supplier further agrees to pay and discharge any and all judgments or decrees which may be rendered in any such suits or proceedings against any such defendants. Supplier will have the right to settle any such suits, actions, or proceedings on terms and conditions of Supplier's own selection consistent with these terms. If Supplier fails to promptly investigate and defend or settle as provided herein, then NCR will, following notification to Supplier, have the right to then take sole control of the defense of any said claim, allegation, suit, action, or proceeding and all negotiations for its settlement or compromise, and Supplier agrees to pay, as they become due, all of the costs, expenses, and reasonable attorneys' fees incurred and judgments or decrees which may be rendered. Supplier will include substantially similar indemnification terms in its contracts with its suppliers of the items or components which are included with or make up the Products, and Supplier agrees to enforce such terms on its behalf and for the benefit of NCR. 12.

INDEMNIFICATION FOR INFRINGEMENT. Supplier will shall promptly investigate and defend, at its own expense, all claims, allegations, suits, actions, or proceedings in which NCR, or its subsidiaries, agents, their successors, assigns, distributors, dealers, customers or other users of NCR's or its subsidiaries' equipment, software, supplies, or services are made defendants or claimed potential defendants for any infringement, claimed or alleged inducement of infringement, or unauthorized or unlawful use of any patent, copyright, or trademark, wherever registered or issued, or trade secret, mask work, or proprietary data, or other information resulting from the manufacture, sale, use, or lease, or other disposition of any Product purchased under this PO, except to the extent specific product design is provided to Supplier by NCR. Supplier further agrees to pay and discharge any and all judgments or decrees which may be rendered in any such suits or proceedings against any such defendants. Supplier will shall have the right to settle any such suits, actions, or proceedings on terms and conditions of Supplier's own selection consistent with these terms. If Supplier fails to promptly investigate and defend or settle as provided herein, then NCR willshall, following notification to Supplier, have the right to then take sole control of the defense of any said claim, allegation, suit, action, or proceeding and all negotiations for its settlement or compromise, and Supplier agrees to pay, as they become due, all of the costs, expenses, and reasonable attorneys' fees incurred and judgments or decrees which may be rendered. Supplier will include substantially similar indemnification terms in its contracts with its suppliers of the items or components which are included with or make up the Products, and Supplier agrees to enforce such terms on its behalf and for the benefit of NCR.

INDEMNIFICATION FOR INFRINGEMENT. Supplier will shall promptly investigate and defend, at its own expense, all claims, allegations, suits, actions, or proceedings in which NCRNCR Voyix, or its subsidiaries, agents, their successors, assigns, distributors, dealers, customers or other users of NCRNCR Voyix's or its subsidiaries' equipment, software, supplies, or services are made defendants or claimed potential defendants for any infringement, claimed or alleged inducement of infringement, or unauthorized or unlawful use of any patent, copyright, or trademark, wherever registered or issued, or trade secret, mask work, or proprietary data, or other information resulting from the manufacture, sale, use, or lease, or other disposition of any Product purchased under this PO, except to the extent specific product design is provided to Supplier by NCRNCR Voyix. Supplier further agrees to pay and discharge any and all judgments or decrees which may be rendered in any such suits or proceedings against any such defendants. Supplier will shall have the right to settle any such suits, actions, or proceedings on terms and conditions of Supplier's own selection consistent with these terms. If Supplier fails to promptly investigate and defend or settle as provided herein, then NCR willVoyix shall, following notification to Supplier, have the right to then take have sole control of the defense of any said claim, allegation, suit, action, or proceeding and all negotiations for its settlement or compromise, and Supplier agrees to pay, as they become due, all of the costs, expenses, and reasonable attorneys' fees incurred and judgments or decrees which may be rendered. Supplier will include substantially similar indemnification terms in its contracts with its suppliers of the items or components which are included with or make up the Products, and Supplier agrees to enforce such terms on its behalf and for the benefit of NCR.

INDEMNIFICATION FOR INFRINGEMENT. Supplier will promptly investigate and defend, at its own expense, all claims, allegations, suits, actions, or proceedings in which NCR, or its subsidiaries, agents, their successors, assigns, distributors, dealers, customers or other users of NCR's or its subsidiaries' equipment, software, supplies, or services are made defendants or claimed potential defendants for any infringement, claimed or alleged inducement of infringement, or unauthorized or unlawful use of any patent, copyright, or trademark, wherever registered or issued, or trade secret, mask work, or proprietary data, or other information resulting from the manufacture, sale, use, or lease, or other disposition of any Product purchased under this PO, except to the extent specific product design is provided to Supplier by NCR. Supplier further agrees to pay and discharge any and all judgments or decrees which may be rendered in any such suits or proceedings against any such defendants. Supplier will have the right to settle any such suits, actions, or proceedings on terms and conditions of Supplier's own selection consistent with these terms. If Supplier fails to promptly investigate and defend or settle as provided herein, then NCR will, following notification to Supplier, have the right to then take sole control takecontrol of the defense of any said claim, allegation, suit, action, or proceeding and all negotiations for its settlement or compromise, and Supplier agrees to pay, as they become due, all of the costs, expenses, and reasonable attorneys' fees incurred and judgments or decrees which may be rendered. Supplier will include substantially similar indemnification terms in its contracts with its suppliers of the items or components which are included with or make up the Products, and Supplier agrees to enforce such terms on its behalf and for the benefit of NCR.

INDEMNIFICATION FOR INFRINGEMENT. Supplier will promptly investigate and defend, at its own expense, all claims, allegations, suits, actions, or proceedings in which NCR, or its subsidiaries, agents, their successors, assigns, distributors, dealers, customers or other users of NCR's or its subsidiaries' equipment, software, supplies, or services are made defendants or claimed potential defendants for any infringement, claimed or alleged inducement of infringement, or unauthorized or unlawful use of any patent, copyright, or trademark, wherever registered or issued, or trade secret, mask work, or proprietary data, or other information resulting from the manufacture, sale, use, or lease, or other disposition of any Product purchased under this PO, except to the extent , if any, specific product design is provided to Supplier by NCR. Supplier further agrees to pay and discharge any and all judgments or decrees court orders which may be rendered in any such suits or proceedings against any such defendants. Supplier will have the right to settle any such suits, actions, or proceedings on terms and conditions of Supplier's own selection consistent with these terms. If Supplier fails to promptly investigate and defend or settle as provided herein, then NCR will, following notification to Supplier, have the right to then take have sole control of the defense of any said such claim, allegation, suit, action, or proceeding and all negotiations for its settlement or compromise, and Supplier agrees to pay, as they become due, all of the costs, expenses, and reasonable attorneyslawyers' fees incurred and judgments or decrees court orders which may be rendered. Supplier will include substantially similar indemnification terms in its contracts with its suppliers of the items or components which are included with or make up the Products, and Supplier agrees to enforce such terms on its behalf and for the benefit of NCR.

INDEMNIFICATION FOR INFRINGEMENT. Supplier will promptly investigate and defend, at its own expense, all claims, allegations, suits, actions, or proceedings in which NCR, or its subsidiaries, agents, their successors, assigns, distributors, dealers, customers or other users of NCR's or its subsidiaries' equipment, software, supplies, or services are made defendants or claimed potential defendants for any infringement, claimed or alleged inducement of infringement, or unauthorized or unlawful use of any patent, copyright, or trademark, wherever registered or issued, or trade secret, mask work, or proprietary data, or other information resulting from the manufacture, sale, use, or lease, or other disposition of any Product purchased under this PO, except to the extent specific product design is provided to Supplier by NCR. Supplier further agrees to pay and discharge any and all judgments or decrees which may be rendered in any such suits or proceedings against any such defendants. Supplier will have the right to settle any such suits, actions, or proceedings on terms and conditions of Supplier's own selection consistent with these terms. If Supplier fails to promptly investigate and defend or settle as provided herein, then NCR will, following notification to Supplier, have the right to then take sole control of the defense of any said claim, allegation, suit, action, or proceeding and all negotiations for its settlement or compromise, and Supplier agrees to pay, as they become due, all of the costs, expenses, and reasonable attorneys' fees incurred and judgments or decrees which may be rendered. Supplier will include substantially similar indemnification terms in its contracts with its suppliers of the items or components which are included with or make up the Products, and Supplier agrees to enforce such terms on its behalf and for the benefit of NCR. 12. LIABILITY In no event will NCR be liable to Supplier for any special, indirect, incidental or consequential damages, or for loss of profits, revenue or data, whether in an action in contract, tort, product liability, statute or other wise, even if advised of the possibility of those damages. 13. ASSIGNMENT & SUBCONTRACTS Supplier will not assign this PO or any rights or obligations hereunder, nor will Supplier subcontract with any other party for the furnishing of any completed or substantially completed Products or services described in this PO without NCR’s express written consent, and in such event Supplier will remain fully liable for subcontractor’s work, and any subcontractor approved by NCR will be required by Supplier to agree in writing to perform in accordance with the terms of this PO and to permit NCR to exercise all rights under this PO as if the subcontractor had executed this PO.

INDEMNIFICATION FOR INFRINGEMENT. Supplier Subject to Section 14 below, UroGen shall defend, indemnify and hold ▇▇▇▇▇▇ harmless with respect to all claims, liabilities, losses or expenses (including attorneys' fees) of ▇▇▇▇▇▇ arising out of or in connection with the infringement of patents, trademarks (except trademarks used on the Products at the request of ▇▇▇▇▇▇) or copyrights arising out of the use or sale of the Products supplied to ▇▇▇▇▇▇ under this Agreement. ▇▇▇▇▇▇ shall communicate to UroGen all charges of alleged infringement, within a reasonable time after their receipt. ▇▇▇▇▇▇ will promptly investigate cooperate with UroGen in defending or otherwise resolving each charge of infringement. UroGen agrees to bear all costs and defendexpenses of litigation, including attorneys fees in connection with such alleged infringement, and UroGen will reimburse ▇▇▇▇▇▇ for each disbursement made by ▇▇▇▇▇▇ in satisfaction of a final judgement issued in such litigation, but ▇▇▇▇▇▇ may, at its own expense, all claims, allegations, suits, actions, or proceedings be also represented by its own counsel in which NCR, or its subsidiaries, agents, their successors, assigns, distributors, dealers, customers or other users of NCR's or its subsidiaries' equipment, software, supplies, or services are made defendants or claimed potential defendants for any infringement, claimed or alleged inducement of infringement, or unauthorized or unlawful use of any patent, copyright, or trademark, wherever registered or issued, or trade secret, mask work, or proprietary data, or other information resulting from such litigation. In the manufacture, sale, use, or lease, or other disposition event that sale of any Product purchased is enjoined, UroGen shall repurchase ▇▇▇▇▇▇'▇ inventory of such Product at ▇▇▇▇▇▇'▇ Fully Loaded Cost therefor. However, the foregoing indemnification obligation shall not apply to (i) claims for infringement of any rights relating to the Factor VIII gene rights which have been supplied to UroGen by ▇▇▇▇▇▇ or (ii) claims for infringement in any jurisdiction in which ▇▇▇▇▇▇ has assumed responsibility for regulatory compliance in accordance with Section 6.1 hereof. In the event ▇▇▇▇▇▇ elects to defend such infringement claim, UroGen will cooperate with ▇▇▇▇▇▇, at ▇▇▇▇▇▇'▇ expense, in such defense. Neither party shall settle any suit for infringement the settlement of which would materially affect the other's rights or interests under this POAgreement, except to the extent specific product design is provided to Supplier by NCR. Supplier further agrees to pay and discharge any and all judgments Development Agreement or decrees otherwise without the other party's prior written consent, which may consent shall not be rendered in any such suits or proceedings against any such defendants. Supplier will have the right to settle any such suits, actions, or proceedings on terms and conditions of Supplier's own selection consistent with these terms. If Supplier fails to promptly investigate and defend or settle as provided herein, then NCR will, following notification to Supplier, have the right to then take sole control of the defense of any said claim, allegation, suit, action, or proceeding and all negotiations for its settlement or compromise, and Supplier agrees to pay, as they become due, all of the costs, expenses, and reasonable attorneys' fees incurred and judgments or decrees which may be rendered. Supplier will include substantially similar indemnification terms in its contracts with its suppliers of the items or components which are included with or make up the Products, and Supplier agrees to enforce such terms on its behalf and for the benefit of NCRunreasonably withheld.