definiens: means, as applicable, any and all [COMPANY] Losses or Licensee Losses, and means, as applicable, any and all [COMPANY] Indemnitees or Lice nsee Indemnitees . Any Party entitled to indemnifica tion under Section 10.1 or 10.2 shall promptly give notice to the indemnifying Party of any actual or potential L osses of which it becomes aware that may be subject to indem nification hereunder, but the failure or delay to s o notify the indemnifying Party shall not relieve the indemn ifying Party from any liability under Section 10.1 or 10.2 except to the extent that the indemnifying Party ’s ability to defend against such Losses was actually prejudiced as a result of such failure or delay . The indemnify ing Party shall have the right to assume and contro l the defense of such Losses ( at its own expense ) with outside co unsel of its choice and reasonably satisfactory to the indemnified Party ; provided, however, that the inde mnified Party shall have the right to retain and be represented by its own counsel ( at its own expense ) in connecti on therewith . The indemnified Party shall, upon req uest, cooperate with the indemnifying Party and its legal representatives in connection with the investigati on and defense of such Losses, including by providing or o therwise making available information in its posses sion with respect thereto . Neither 21 Party shall settle or otherwise resolve any claim, suit, action, or demand related to any Losses witho ut the prior written consent of the other Party, if such settlem ent or other resolution would ( a ) result in the adm ission of any liability or fault on behalf of the other Party or its Indemnitees, ( b ) result in or impose any paymen t obligations upon the other Party or its Indemnitees, ( c ) or sub ject the other Party to an injunction or otherwise limit the other Party ’s ability to take any actions or refrain from taking any actions under this Agreement