definiens: means a party entitled to indemnificationunder the terms of Section 13.2 . It shall be a condition precedent to an Indemnitee ’s right to seek indemnificationunder such Section 13.2 that the Indemnitee : ( a ) informs the indemnifying Party of a Claim as soon as reasonablypracticable after it receives notice of the Claim ; ( b ) if the indemnifying Party acknowledges that such Claim falls withinthe scope of its indemnification obligations hereunder, permits the indemnifying Party to assume direction and controlof the defense, litigation, settlement, appeal or other disposition of the Claim ( including the right to settle the Claimsolely for monetary consideration ) ; provided, however, that the indemnifying Party shall seek the prior written consent(not to be unreasonably withheld or delayed ) of any such Indemnitee as to any settlement which would require anypayment by such Indemnitee, would require an admission of legal wrongdoing in any way on the part of anIndemnitee, or would effect an amendment of this Agreement ; and provided further that if [COMPANY] is the indemnifyingParty and the Claim involves a Licensed Product, then [COMPANY] has the right to approve a settlement orcompromise that would damage or have the effect of damaging [COMPANY] ’s strategy for defending or settling similarclaims and would not require any particular activities or oversight regarding marketing or selling a Licensed Product ; 48