o event later than ______ days after receipt of such claims. the indemnified party“s failure to provide such notice shall not preclude it from seeking indemnification hereunder unless such failure has materially prejudiced the indemnifying party”s ability to defend such claim. the indemnifying party shall promptly defend such claim（with counsel of its own choosing） and the indemnified party shall cooperate with the indemnifying party in the defense of such claim，including the settlement of the matter on the basis stipulated by the indemnifying party （with the indemnifying party being responsible for all costs and expenses of such settlement）。 if the indemnifying party within a reasonable time after notice of a claim fails to defend the indemnified party， the indemnified party shall be entitled to undertake the defense，compromise or settlement of such claim at the expense of the indemnifying party. upon the assumption of the defense of such claim， the indemnifying party may settle， compromise or defend as it sees fit. notwithstanding anything to the contrary set forth in this section，seller will defend any suit， claim， action or proceeding brought against buyer to the extent that such suit， claim， action or proceeding is based on a claim that goods manufactured and sold by seller to buyer infringe patent， copyright， mask work， trademark， trade secret or any other intellectual property rights of any third party and seller shall pay all damages and costs awarded by final judgment （from which no appeal may be taken） against buyer， as well as its actual expenses and costs， on condition that seller （i） is promptly informed and furnished a copy of each communication， notice or other action relating to the alleged infringement， （ii） is given sole control of the defense （including the right to select counsel）， and the sole right to compromise and settle such suit or proceeding； provided however， that seller“s liability hereunder，if any， shall be strictly and solely limited to the amount of royalties which would be payable in respect of revenues derived by seller from buyer from sales of the infringing goods. seller shall not be obligated to defend or be liable for costs and damages if the infringement arises out of a combination with， an addition to， or modification of the goods after delivery by seller， or from use of the goods， or any part thereof， in the practice of a process.

if any goods manufactured and supplied by seller to buyer are held

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