definiens: shall mean a party entitled to indemnificationunder the terms of Sections 13.1 or 13.2 . A condition precedent to each Indemnitee ’s right to seek indemnificationunder such Sections 13.1 or 13.2 is that such Indemnitee shall:(a ) inform the indemnifying Party under such applicable Section of a Loss as soon as reasonably practicableafter it receives notice of the Loss;(b ) if the indemnifying Party acknowledges that such Loss falls within the scope of its indemnificationobligations hereunder, permit the indemnifying Party to assume direction and control of the defense, litigation, settlement, appeal or other disposition of the Loss ( including the right to settle the claim solely for monetaryconsideration ) ; provided, that the indemnifying Party shall seek the prior written consent ( such consent not to beunreasonably withheld, delayed or 74 [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filedseparately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of1934, as amended.conditioned ) of any such Indemnitee as to any settlement which would materially diminish or materially adverselyaffect the scope, exclusivity or duration of any Patents licensed under this Agreement, would require anypayment by such Indemnitee, would require an admission of legal wrongdoing in any way on the part of anIndemnitee, or would effect an amendment of this Agreement ; and(c ) fully cooperate ( including providing access to and copies of pertinent records and making available fortestimony relevant individuals subject to its control ) as reasonably requested by, and at the expense of, theindemnifying Party in the defense of the Loss