definiens: will mean the BIOLASE INDEMNIFIED PARTIES andthe [COMPANY] INDEMNIFIED PARTIES . If a claim by a third party is made against an INDEMNIFIED PARTYhereunder, and if such INDEMNIFIED PARTY intends to seek indemnity with respect thereto under thisSection 14, such INDEMNIFIED PARTY will promptly notify BIOLASE, in the case of a [COMPANY] INDEMNIFIEDPARTY, or [COMPANY], in the case of a BIOLASE INDEMNIFIED PARTY ( such PARTY to be notified, the ) in writing of such claims setting forth such claims in reasonable detail, providedthat failure of such INDEMNIFIED PARTY to give prompt notice as provided herein will not relieve theINDEMNIFYING PARTY of any of its obligations hereunder, except to the extent that the INDEMNIFYINGPARTY is materially prejudiced by such failure . The INDEMNIFYING PARTY will have * * * * after receipt ofsuch notice to undertake, through counsel of its own choosing, subject to the reasonable approval of suchINDEMNIFIED PARTY, and at the INDEMNIFYING PARTY ’S expense, the settlement or defense thereof, and the INDEMNIFIED PARTY will cooperate with it in connection therewith ; provided, however, that theINDEMNIFIED PARTY may participate in such settlement or defense through counsel chosen by suchINDEMNIFIED PARTY, provided that the fees and expenses of such counsel will be borne by suchINDEMNIFIED PARTY . If the INDEMNIFYING PARTY will assume the defense of a claim, it will not settlesuch claim without the prior written consent of the INDEMNIFIED PARTY, ( a ) unless such settlementincludes as an unconditional term thereof the giving by the claimant of a release of the INDEMNIFIED * * * * Certain confidential information contained in this document, marked with four asterisks, has been omitted and filedseparately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended