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Sublicense Agreement No. 070401 D <br />on the part of the receiving party, subsequent to disclosure by the disclosing party; (d) <br />been known otherwise by the receiving party before communication by the disclosing <br />party; (e) been received by the receiving party without any obligation of confidentiality <br />from a source (other than DMP) lawfully having possession of such information or, (f) <br />which is required to be disclosed pursuant to any local, state or federal law or <br />regulation. Upon (presentation of just cause and) ten (10) days' written notice to <br />Licensee, DMP shall have the right to inspect and audit Licensee's procedures and to <br />examine Licensee's computer systems in order to determine whether such procedures <br />and computer systems comply with the requirements set forth in this Agreement. <br />10. WARRANTY. <br />10.1 Limited Warranty. DMP represents and warrants to Licensee that the <br />Licensed Product will perform in all material respects. DMP further represents and <br />warrants that it has the right to enter into this Agreement and to grant Licensee the <br />rights granted hereunder. Should DMP be in breach of its representation and warranty <br />under this Section 10.1, DMP's entire liability and Licensee's exclusive remedy under <br />this Agreement shall be, at DMP's option, which option shall be exercised, within thirty <br />(30) business days from the date of Licensee's notice of breach, either (i) return the <br />Licensed Product(s) in exchange for the full refund of all of the fees paid for such <br />Licensed Product, or (ii) repair or replace the Licensed Product upon its return to DMP <br />provided, however, that DMP receives written notice from Licensee of a breach of <br />warranty. Any replacement Licensed Product will be warranted for the remainder of this <br />Agreement. <br />10.2 Infringement. <br />(a) If any action or proceeding brought against Licensee is <br />based on a claim of infringement arising out of Licensee's use of all or any portion of a <br />Contributed Database included in the Licensed Products, and if Licensee notifies DMP <br />within thirty (30) days after the receipt of knowledge of any such action or proceeding, <br />DMP shall, at its own expense, do the following to assure continuation of the use of the <br />Licensed Products and Documentation: (i) procure for Licensee the right to continue to <br />use any part of the Licensed Product and Documentation affected by such action or <br />proceeding; or (ii) replace or modify, with Licensee's approval, any Licensed Products <br />and Documentation determined to be infringing such that the infringement is removed; <br />or (iii) failing (i) or (ii) above reimburse Licensee for the pro rata portion of the Licensed <br />Products license fee paid to DMP by Licensee, if any, for any period in which Licensee <br />is unable to use the Licensed Product as a result of such action or proceeding. <br />Licensee shall exert its best efforts to cooperate with DMP in DMP's defense of such <br />actions and proceedings. DMP shall give Licensee prompt written notice of any <br />potential infringement problems of which it becomes aware. <br />(b) Notwithstanding anything to the contrary contained <br />herein, DMP and Owners shall have no warranty, liability or obligation with respect to <br />Peripheral Products or to any modifications of the Database by Licensee if, absent the <br />incorporation of the Licensed Products or modifications made by Licensee, the claim of <br />infringement would not have occurred. Further, if any claim, suit or demand is asserted <br />Page 8 <br />