definiens: shall mean a Party entitled toindemnification under the terms of Section 13.1 or 13.2 . A condition precedent to each Indemnitee ’s right to seekindemnification under such Section 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 practicableafter it receives notice of the Loss ; - 41 - [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filedseparately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of1934, as amended.(b ) if the indemnifying Party acknowledges that such Loss falls within the scope of its indemnificationobligations hereunder, permit the indemnifying Party to assume direction and control of the defense, litigation, settlement, appeal or other disposition of the Loss ( including the right to settle the claim solely for monetaryconsideration ) ; provided, that the indemnifying Party shall seek the prior written consent ( such consent to not beunreasonably withheld, delayed or conditioned ) of any such Indemnitee as to any settlement which wouldmaterially diminish or materially adversely affect the scope, exclusivity or duration of any Patents licensed underthis Agreement, would require any payment by such Indemnitee, would require an admission of legal wrongdoingin any way on the part of an Indemnitee, or would effect an amendment 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, theindemnifying Party in the defense of the Loss