definiens: shall mean, as applicable, any and all FivePrime Losses or [COMPANY] Losses, and shallmean, as applicable, any and all FivePrime Indemnitees or [COMPANY] Indemnitees . ) Any Party entitled toindemnification under Section 13.1 or 13.2 shall promptly give notice to the indemnifying Party of anyactual or potential Losses of which it becomes aware that may be subject to indemnification hereunder, butthe failure or delay to so notify the indemnifying Party shall not relieve the indemnifying Party from anyliability under Section 13.1 or 13.2 except to the extent that the indemnifying Party ’s ability to defendagainst such Losses was actually prejudiced as a result of such failure or delay . The indemnifying Partyshall have the right to assume and control the defense of such Losses ( at its own expense ) with outsidecounsel of its choice and reasonably satisfactory to the indemnified Party ; provided, however, that theindemnified Party shall have the right to retain and be represented by its own counsel ( at its own expense ) inconnection therewith . The indemnified Party shall, upon request, cooperate with the indemnifying Party andits legal representatives in connection with the investigation and defense of such Losses, including byproviding or otherwise making available information in its possession with respect thereto . Neither Partyshall settle or otherwise resolve any claim, suit, action, or demand related to any Losses without the priorwritten consent of the other Party, if such settlement or other resolution would ( a ) result in the admission ofany liability or fault on behalf of the other Party or its Indemnitees, ( b ) result in or impose any paymentobligations upon the other Party or its Indemnitees, ( c ) or subject the other Party to an injunction orotherwise limit the other Party ’s ability to take any actions or refrain from taking any actions under thisAgreement