AGREEMENT:
(I)
TO INDEMNIFY THE BUYER AND EACH OF ITS
DIRECTORS AND OFFICERS AGAINST, AND HOLD THE BUYER AND EACH OF ITS DIRECTORS AND
OFFICERS HARMLESS FROM, ANY LOSSES, CLAIMS, DAMAGES, EXPENSES OR LIABILITIES
(INCLUDING REASONABLE ATTORNEYS FEES) TO WHICH THE BUYER OR SUCH DIRECTORS AND
OFFICERS MAY BECOME SUBJECT BY REASON OF ANY STATEMENT OR OMISSION IN SUCH
REGISTRATION STATEMENT MADE IN RELIANCE UPON, OR IN CONFORMITY WITH, A WRITTEN
STATEMENT BY THE SELLER FURNISHED PURSUANT TO THIS SECTION 7.4; AND
(II)
TO REPORT TO THE BUYER SALES MADE PURSUANT
TO SUCH REGISTRATION STATEMENT.
7.5
INDEMNIFICATION.
THE BUYER AGREES TO
INDEMNIFY AND HOLD HARMLESS THE SELLER AGAINST ANY LOSSES, CLAIMS, DAMAGES,
EXPENSES OR LIABILITIES TO WHICH THE SELLER MAY BECOME SUBJECT BY REASON OF (I)
ANY UNTRUE STATEMENT OF A MATERIAL FACT CONTAINED IN ANY REGISTRATION STATEMENT,
ANY PRELIMINARY PROSPECTUS OR FINAL PROSPECTUS CONTAINED IN THE REGISTRATION
STATEMENT, OR ANY AMENDMENT OR SUPPLEMENT TO SUCH REGISTRATION STATEMENT, (II)
OR ANY OMISSION TO STATE THEREIN A FACT REQUIRED TO BE STATED THEREIN OR
NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING, OR (III) ANY VIOLATION
OR ALLEGED VIOLATION BY THE BUYER OF THE SECURITIES ACT, THE EXCHANGE ACT, ANY
STATE SECURITIES LAW OR ANY RULE OR REGULATION PROMULGATED UNDER THE SECURITIES
ACT, THE EXCHANGE ACT OR ANY STATE SECURITIES LAW IN CONNECTION WITH THE
REGISTRATION STATEMENT OR THE OFFERING CONTEMPLATED THEREBY; EXCEPT INSOFAR AS
SUCH LOSSES, CLAIMS, DAMAGES, EXPENSES OR LIABILITIES ARISE OUT OF OR ARE BASED
UPON INFORMATION FURNISHED TO THE BUYER BY OR ON BEHALF OF THE SELLER FOR USE IN
SUCH REGISTRATION STATEMENT.
THE BUYER SHALL HAVE THE RIGHT TO ASSUME THE
DEFENSE AND SETTLEMENT OF ANY CLAIM OR SUIT FOR WHICH THE BUYER MAY BE
RESPONSIBLE FOR INDEMNIFICATION UNDER THIS SECTION 7.5.
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7.6
ASSIGNMENT OF RIGHTS.
THE SELLER MAY NOT
ASSIGN ANY OF ITS RIGHTS UNDER THIS ARTICLE VII EXCEPT IN CONNECTION WITH THE
TRANSFER OF SOME OR ALL OF ITS MILESTONE SHARES TO ITS MEMBERS PURSUANT TO A PRO
RATA DISTRIBUTION OF THE MILESTONE SHARES, PROVIDED EACH SUCH TRANSFEREE AGREES
IN A WRITTEN INSTRUMENT DELIVERED TO THE BUYER TO BE BOUND BY THE PROVISIONS OF
THIS ARTICLE VII.
ARTICLE VIII
DEFINITIONS
For purposes of this Agreement, each of the following terms shall have the
meaning set forth below.
"Acquired Assets" shall mean the assets, properties and rights of the Seller
existing as of the Closing relating to the Acquired Business, including:
(A)
ALL COMPUTERS, HARDWARE AND OTHER TANGIBLE
PROPERTY CONTAINING SELLER INTELLECTUAL PROPERTY;
(B)
ALL SELLER INTELLECTUAL PROPERTY, INCLUDING
THE RIGHT TO RECOVER FOR PAST INFRINGEMENT;
(C)
ALL INTERNAL SYSTEMS;
(D)
ALL RIGHTS UNDER ASSIGNED CONTRACTS;
(E)
TO THE EXTENT THAT THEY RELATE TO THE
FOREGOING ITEMS (A) THROUGH (D), ALL CLAIMS, PREPAYMENTS, DEPOSITS, REFUNDS,
CAUSES OF ACTION, CHOSES IN ACTION, RIGHTS OF RECOVERY, RIGHTS OF SETOFF AND
RIGHTS OF RECOUPMENT;
(F)
ALL PERMITS; AND
(G)
TO THE EXTENT THAT THEY RELATE TO THE
FOREGOING ITEMS (A) THROUGH (F), ALL BOOKS, RECORDS, ACCOUNTS,