Common use of IPR Indemnity Clause in Contracts

IPR Indemnity. 7.1 Bio undertakes to defend the Client and its Affiliates from and against any action or claim that the use or possession of the Project Results, or any part of them infringes the Intellectual Property Rights of any third party (IPR Claim) and will indemnify the Client and its Affiliates from and against any losses, damages, costs (including legal fees) and expenses incurred by the Client as a result of or in connection with any such IPR Claim which are (a) agreed in settlement, or (b) awarded by a court of competent jurisdiction against the Client as a result of, or in connection with, that IPR Claim. Bio shall have no liability under the foregoing indemnity to the Client if the Client: (a) does not notify Bio in writing of any IPR Claim of which it has notice as soon as reasonably practicable; (b) makes any admission of liability or agrees any settlement or compromise of the relevant IPR Claim without the prior written consent of Bio (such consent not be unreasonably withheld or delayed); (c) does not let Bio, at its request and own expense have the conduct of or settle all negotiations and litigation arising from the relevant IPR Claim; or (d) does not, at Bio’s request and cost, give Bio all reasonable assistance in the circumstances described in sub clause 7.1(c). 7.2 If any IPR Claim is made, or in Bio’s reasonable opinion is likely to be made, against the Client, then Bio may promptly and at its own expense either: (a) procure for the Client the right to continue using and possessing the Project Results; or (b) modify or replace the infringing part of the Project Results and without diminishing or curtailing any of the functions or facilities as specified in the Specification so as to avoid the infringement or alleged infringement. 7.3 The undertaking and indemnity given by Bio under clause 7.1 shall not apply to any infringement arising from any modification to the Project Results made by the Client or any employee, agent or service provider of the Client without the authorisation in writing of Bio. 7.4 The Client undertakes to defend Bio and its Affiliates from and against any action or claim that the use or possession of the Client Materials, or any part of them (a) does not notify the Client in writing of any IPR Claim of which it has notice as soon as reasonably practicable; (b) makes any admission of liability or agrees any settlement or compromise of the relevant IPR Claim without the prior written consent of the Client (such consent not be unreasonably withheld or delayed); (c) does not let the Client, at its request and own expense have the conduct of or settle all negotiations and litigation arising from the relevant IPR Claim; or (d) does not, at Client’s request and cost, give the Client all reasonable assistance in the circumstances described in sub clause 7.1(c). 7.5 The provisions in this clause 7 will remain in full force and effect notwithstanding any termination of this Agreement.