8.1. Balasys 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 Balasys Product infringes a patent, copyright, trademark or trade secret. Licensee shall notify Balasys in writing of any such claim as soon as Licensee learns of it and shall cooperate fully with Balasys in connection with the defense of that claim. Balasys 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 Balasys Product due to an infringement claim, or if Balasys believes that any Balasys Product is likely to become the subject of an infringement claim, Balasys shall at its sole option, either: (i) obtain the right for Licensee to continue to use such Balasys Product, (ii) replace or modify the Balasys Product so as to make such Balasys Product non-infringing and substantially comparable in functionality or (iii) refund to Licensee the amount paid for such infringing Balasys Product and provide a pro-rated refund of any unused, prepaid maintenance fees paid by Licensee, in exchange for Licensee's return of such Balasys Product to Balasys.

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

(i) modification of the Balasys Product other than by Balasys,

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

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