to infringe any valid patent and buyer is enjoined from using the same， or if seller believes such infringement is likely， seller will exert all reasonable efforts at its option and expense （i） to procure for buyer the right to use such goods free of any liability for such infringement， or（ii） replace or modify such goods with a noninfringing substitute otherwise complying substantially with all the requirements of this contract， or （iii） upon return of the goods， refund the purchase price and the transportation costs of such goods （less reasonable allowance for their use and benefit derived therefrom for the period of time from delivery to buyer， such allowance being based on a straight-line depreciation period of _______ years from the date of shipment by seller）。

if the infringement is alleged prior to completion of delivery of the goods， seller has the right to decline to make further shipments without being in breach of contract. if seller has not been enjoined from selling such goods to buyer， seller may （at seller“s sole election）， at buyer”s request， supply such goods to buyer， in which event buyer shall be deemed to extend to seller the same patent indemnity hereinabove stated. the same patent indemnity shall be deemed to be extended to seller by buyer if any suit or proceeding is brought against seller based on a claim that the goods manufactured by seller in compliance with buyer“s specifications infringe any valid patent. buyer shall promptly notify seller of any infringement by a third party of intellectual property rights licensed to buyer under this contract. in the event that a third party infringes such intellectual property rights， the parties shall cooperate with one another to take appropriate action to cause such infringement to cease. the foregoing states the sole and exclusive liability of the parties hereto for infringement of patents， copyrights， mask works， trade secrets trademarks， and other proprietary rights， whether direct or contributory，and is in lieu of all warranties， express， implied or statutory， in regard thereto， including， without limitation， the warranty against infringement specified in the uniform commercial code.

21. limitation of liability

buyer agrees that in no event shall seller be liable for damages hereunder， or for any claim of any kind as to any system or system components delivered or for nondelivery of such system or components，regardless of the form of the action， in an amount

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