Commission. Confidential treatment has been requested with respect to the
omitted portions.
3
3.4
PATENT INDEMNIFICATION. TI
* ON A
*
THAT THE PRODUCT(S) MANUFACTURED
AND SUPPLIED BY TI TO OEM CONSTITUTES
*
OF ANY DULY ISSUED PATENT FROM THE
*
PATENT OFFICE, AND, TI
*
AWARDED THEREIN AGAINST OEM, PROVIDED THAT TI IS
PROMPTLY INFORMED AND FURNISHED A COPY OF EACH COMMUNICATION, NOTICE OR OTHER
ACTION RELATING TO THE
*
AND IS GIVEN AUTHORITY, INFORMATION AND ASSISTANCE
(AT TI'S EXPENSE) NECESSARY TO DEFEND OR SETTLE SAID SUIT OR PROCEEDING AND OEM
MAKES AVAILABLE TO TI THE BENEFIT OF ANY DEFENSE AVAILABLE TO OEM TO ANY
*
HEREUNDER. SUCH DEFENSE INCLUDING, BUT NOT LIMITED TO, ANY LICENSE OR OPTION TO
LICENSE OR SUB-LICENSE ANY INTELLECTUAL PROPERTY RIGHT THAT IS THE SUBJECT OF
SUCH INFRINGEMENT ALLEGATION. USE OF SUCH DEFENSE SHALL BE
*
, SOLELY FOR THE
PURPOSES OF DEFENDING OR SETTLING SAID SUIT OR PROCEEDING, AND SHALL NOT EXPAND
THE OEM INTELLECTUAL PROPERTY LICENSED OR CROSS-LICENSED TO ANY THIRD PARTY. TI
*
TO DEFEND OR BE LIABLE FOR COSTS AND DAMAGES IF THE INFRINGEMENT ARISES OUT
OF COMPLIANCE WITH OEM SPECIFICATIONS OR INCORPORATION OF OEM TECHNOLOGY,
DESIGNS, HARDWARE AND/OR SOFTWARE IN THE PRODUCT(S), OR FROM A COMBINATION WITH,
AN ADDITION TO, OR A MODIFICATION OF THE PRODUCT(S) AFTER DELIVERY BY TI, OR
FROM USE OF THE PRODUCT(S), OR ANY PART THEREOF, IN THE PRACTICE OF A PROCESS
THAT IS NOT INHERENT IN THE PRODUCT(S). TI'S OBLIGATIONS HEREUNDER
*
TO ANY
INFRINGEMENT OCCURRING AFTER OEM HAS RECEIVED NOTICE ALLEGING THE INFRINGEMENT
*
. IN ADDITION, TI WILL
*
, AT ITS
*
AND AT
*
, (A) TO PROCURE FOR OEM
THE RIGHT TO USE SUCH PRODUCT(S) FREE OF ANY LIABILITY FOR PATENT INFRINGEMENT
OR (B) TO
*
SUCH PRODUCT(S) WITH A
*
SUBSTITUTE OTHERWISE COMPLYING
SUBSTANTIALLY WITH ALL THE REQUIREMENTS OF THIS AGREEMENT OR (C)
*
THE
PURCHASE PRICE AND THE TRANSPORTATION COSTS OF SUCH PRODUCT(S). IF INFRINGEMENT
BY OEM IS ALLEGED, TI
*
TO MAKE FURTHER SHIPMENTS OF THE PRODUCT(S)
*
OF
THIS AGREEMENT, AND PROVIDED TI HAS NOT BEEN ENJOINED FROM SELLING SAID
PRODUCT(S) TO OEM,
*
TO SUPPLY SAID PRODUCT(S) TO OEM AT OEM'S OPTION,
WHEREUPON THE PATENT INDEMNITY OBLIGATIONS HEREIN STATED WITH RESPECT TO TI
*
APPLY WITH RESPECT TO OEM, THIS INDEMNITY BY OEM APPLYING TO, BUT NOT LIMITED
TO, ALL DAMAGES AWARDED UNDER 35 U.S.C. SECTIONS 284 AND 285. IF ANY SUIT OR
PROCEEDING IS BROUGHT AGAINST TI BASED ON A CLAIM THAT THE
PRODUCT(S) MANUFACTURED BY TI AND SUPPLIED TO OEM IN COMPLIANCE WITH OEM'S
END-PRODUCT(S) SPECIFICATIONS OR BY REASON OF THE INCORPORATION OF OEM'S
TECHNOLOGY, DESIGNS, HARDWARE, AND/OR SOFTWARE IN THE PRODUCT(S) INFRINGE ANY
DULY ISSUED PATENT FROM THE
*
PATENT OFFICE, THEN THE PATENT INDEMNITY
OBLIGATIONS HEREIN STATED WITH RESPECT TO
*
APPLY WITH RESPECT TO OEM.
OTHER THAN A JUDICIALLY IMPOSED IMPLIED LICENSE BASED ON THE PRINCIPLES OF
EXHAUSTION AND FIRST SALE, THE SALE BY TI OF THE PRODUCT(S)