definiens: means, as applicable, any and all [COMPANY] Losses or Licensee Losses, and means, as applicable, any and all [COMPANY] Indemnitees or Licensee Indemni tees . Any Party entitled to indemnification under S ection 9.1 or 9.2 shall promptly give notice to the indemn ifying Party of any actual or potential Losses of w hich it becomes aware that may be subject to indemnificatio n hereunder, but the failure or delay to so notify the indemnifying Party shall not relieve the indemnifyi ng Party from any liability under Section 9.1 or 9 . 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 indemnifying Party sh all have the right to assume and control the defens e of such Losses ( at its own expense ) with outside counsel of its choice and reasonably satisfactory to the inde mnified Party ; provided, however, that the indemnified Party shall have the right to retain and be represented by its own counsel ( at its own expense ) in connection therewit h. The indemnified Party shall, upon request, coope rate with the indemnifying Party and its legal representative s in connection with the investigation and defense of such Losses, including by providing or otherwise making available information in its possession with respec t thereto