8.1. shall pay all damages, costs and reasonable attorney's fees awarded against Licensee in connection with any claim brought against Licensee to the extent that such claim is based on a claim that Licensee's authorized use of the Product infringes a patent, copyright, trademark or trade secret. Licensee shall notify in writing of any such claim as soon as Licensee learns of it and shall cooperate fully with in connection with the defense of that claim. shall have sole control of that defense (including without limitation the right to settle the claim).

8.2. If Licensee is prohibited from using any Product due to an infringement claim, or if believes that any Product is likely to become the subject of an infringement claim, shall at its sole option, either: (i) obtain the right for Licensee to continue to use such Product, (ii) replace or modify the Product so as to make such Product non-infringing and substantially comparable in functionality or (iii) refund to Licensee the amount paid for such infringing Product and provide a pro-rated refund of any unused, prepaid maintenance fees paid by Licensee, in exchange for Licensee's return of such Product to .

8.3. Notwithstanding the above, will have no liability for any infringement claim to the extent that it is based upon:

(i) modification of the Product other than by ,

(ii) use of the Product in combination with any product not specifically authorized by to be combined with the Product or

(iii) use of the Product in an unauthorized manner for which it was not designed.