1. The IPA does not have any indemnity.
2. There is a non-infringement rep in the _________. However, this is qualified by knowledge (i.e., only if _________ is aware of the infringement do we have recourse) and _________. It also is limited to activities that were infringing as of the signing – so post-Closing development, for example, would not be covered. A recourse under the indemnity in the _________ is subject to certain deductibles, caps and baskets. So this is unlikely to provide coverage for you.
3. There is a special IP indemnity in the _________ beyond #2. It offers further protection against patent infringement claims for up to 2 years after Closing, with a cap. However, it only covers suits for allegedly infringing activity that _________ is already licensed to do, both at the time of Signing and at the time of the infringement. It is unlikely that _________ or _________ would be sued under the _________ by a third party patent holder if _________ is already licensed under that patent. This indemnity is meant to offer some protection if _________ could have spun-off a cross-license to us, but didn't. But for the purposes of the _________, where you are collaborating with _________, this indemnity is unlikely to apply. So this is unlikely to provide coverage for you
[Redacted for confidentiality reasons]
2. There is a non-infringement rep in the _________. However, this is qualified by knowledge (i.e., only if _________ is aware of the infringement do we have recourse) and _________. It also is limited to activities that were infringing as of the signing – so post-Closing development, for example, would not be covered. A recourse under the indemnity in the _________ is subject to certain deductibles, caps and baskets. So this is unlikely to provide coverage for you.
3. There is a special IP indemnity in the _________ beyond #2. It offers further protection against patent infringement claims for up to 2 years after Closing, with a cap. However, it only covers suits for allegedly infringing activity that _________ is already licensed to do, both at the time of Signing and at the time of the infringement. It is unlikely that _________ or _________ would be sued under the _________ by a third party patent holder if _________ is already licensed under that patent. This indemnity is meant to offer some protection if _________ could have spun-off a cross-license to us, but didn't. But for the purposes of the _________, where you are collaborating with _________, this indemnity is unlikely to apply. So this is unlikely to provide coverage for you
[Redacted for confidentiality reasons]
