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16 Indemnity Against Patent Infringement

Polhemus shall have the right at its own expense, to defend or at its option to settle,

any claim, suit or proceeding brought against Buyer on the issue of infringement of

any United States patent by any product, or any part thereof, supplied by Polhemus

to Buyer under this Agreement. Polhemus shall pay, subject to the limitations here-

inafter set forth in this paragraph, any ﬁnal judgement entered against Buyer on such

issue in any such suit or proceeding defended by Polhemus. Polhemus at its sole

option shall be relieved of the foregoing obligations unless Buyer notiﬁed Polhemus

promptly in writing of any such claim, suit or proceedings, and at Polhemus’ expense,

gave Polhemus proper and full information and assistance to settle and/or defend

any such claim, suit or proceeding. If the product, or any part thereof, furnished by

Polhemus to Buyer becomes, or in the opinion of Polhemus may become, the subject

of any claim, suit or proceeding for infringement of any United States patent, or in the

event of an adjudication that such product or part infringes any United States patent,

or if the use, lease or sale of such product or part is enjoined, Polhemus may, at its

option and its expense: (a) procure for Buyer the right under such patent to use, lease

or sell, as appropriate, such product or part, or (b) replace such product or part, or

aggregate payments and transportation costs paid therefore by the Buyer less a rea-

sonable sum for use, damage and obsolescence. Polhemus shall have no liability for

any infringement arising from: (i) the combination of such product or part with any

other product or part whether or not furnished to Buyer by Polhemus, or (ii) the mod-

iﬁcation of such product or part unless such modiﬁcation was made by Polhemus, or

(iii) the use of such product or part in practicing any process, or (iv) the furnishing

to Buyer of any information, data, service or application assistance. Buyer shall hold

Polhemus harmless against any expense, judgement or loss for infringement of any

United States patents or trademarks which results from Polhemus’ compliance with

Buyer’s designs, speciﬁcations or instructions. Polhemus shall not be liable for any

costs or expense incurred without Polhemus’ written authorization and in no event

shall Polhemus’ total liability to Buyer under, or as a result of compliance with, the

provisions of this paragraph exceed the aggregate sum paid to Polhemus by Buyer

for the allegedly infringing product or part, exclusive of any refund under option (4)

above. The foregoing states the entire liability of Polhemus, and the exclusive remedy

of Buyer, with respect to any actual or alleged patent infringement by such product

or part.