definiens: or ( as those terms are defined in Rule 405 promulgated under the Securities Act ) thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person ; provided, however, that no indemnifying person shall be responsible for the fees and expenses of more than one separate Stock Purchase Agreement / Genome Therapuetics 200210532 20 CONFIDENTIAL TREATMENT REQUEST counsel ( together with appropriate local counsel ) for all indemnified parties . In no event shall any indemnifying person be liable in respect of any amounts paid in settlement of any action unless the indemnifying person shall have approved the terms of such settlement ; provided that such consent shall not be unreasonably withheld . No indemnifying person shall, without the prior written consent of the indemnified person, effect any settlement of any pending or threatened proceeding in respect of which any indemnified person is or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes an unconditional release of such indemnified person from all liability on claims that are the subject matter of such proceeding