Patent Indemnification

Patent Indemnification. The Licensor shall indemnify, defend, and hold harmless the Licensee, its affiliates, officers, directors, employees, agents, and successors from and against any and all claims, suits, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to any claim that the Licensed Material, when used by the Licensee in accordance with the terms of this Agreement, infringes or misappropriates any patent, copyright, trademark, trade secret, or other intellectual property right of any third party. Licensor's obligations under this section are conditioned upon: (a) Licensee providing Licensor with prompt written notice of any such claim; (b) Licensee granting Licensor sole control of the defense and settlement of such claim; and (c) Licensee providing Licensor with reasonable cooperation in the defense of such claim at Licensor's expense. If the Licensed Material is held to infringe, Licensor shall, at its option and expense: (i) procure for Licensee the right to continue using the Licensed Material; (ii) modify the Licensed Material to make it non-infringing while maintaining substantially equivalent functionality; (iii) replace the Licensed Material with a non-infringing equivalent; or (iv) if none of the foregoing are commercially practicable, terminate the license and refund all fees paid by Licensee for the infringing Licensed Material.