definiens: shall mean a party entitled to indemnification under the terms of Section 13.1 or 13.2 . It shall be a condition precedent to an Indemnitee 's right to seek indemnification under such Section 13.1 or 13.2 : ( a ) shall inform the indemnifYing Party under such applicable Section of a Claim as soon as reasonably practicable after it receives notice of the Claim ; ( b ) shall, if the indemnifYing Party acknowledges that such Claim falls within the scope of its indemnification obligations hereunder, permit the indemnifYing Party to assume direction and control of the defense, litigation, settlement, appeal or other disposition of the Claim ( including the right to settle the claim solely for monetary consideration ) ; provided, that the indemnifying Party shall seek the prior written consent ( not to be unreasonably withheld or delayed ) of any such Indemnitee as to any settlement which would materially diminish or materially adversely affect the scope, exclusivity or duration of any Patents licensed under this Agreement, would require any payment by such Indemnitee, would require an admission oflegal wrongdoing in any way on the part of an Indemnitee, or would effect an amendment of this Agreement ; and 66