definiens: shall mean a party entitled to indemnification underthe terms of Sections 13.1 or 13.2 . A condition precedent to each Indemnitee ’s right to seek indemnification under suchSections 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 practicable after itreceives notice of the Loss;(b ) if the indemnifying Party acknowledges that such Loss falls within the scope of its indemnification obligationshereunder, permit the indemnifying Party to assume direction and control of the defense, litigation, settlement, appeal orother disposition of the Loss ( including the right to settle the claim solely for monetary consideration ) ; provided, thatthe indemnifying Party shall seek the prior written consent ( such consent not to be unreasonably withheld, delayed orconditioned ) of any such Indemnitee as to any settlement which would materially diminish or materially adversely affectthe scope, exclusivity or duration of any Patents licensed under this Agreement, would require any payment by suchIndemnitee, would require an admission of legal wrongdoing in any way on the part of an Indemnitee, or would effect anamendment 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, the indemnifyingParty in the defense of the Loss