definiens: will mean a Party entitled to rights under the te rms of Section 12.1 . As conditions precedent to each Indemnitee ’s right to seek indemnification, ho lding harmless or defense under Section 12.1 is that such Indemnitee shall : ( a ) inform the indemnifying Party under Section 12.1 of a Loss as soon as reasonably practicable after it receives notice of the Loss ; ( b ) if the indemnifying Party acknowledges that such L oss falls within the scope of its obligations hereunder, permit the indemnifying Party to assume direction and control of the defense, litigation, s ettlement, appeal or other disposition of the Loss ( including the right to settle the claim solely for monetary c onsideration ) ; on the condition that the indemnifying Party will s eek the prior written consent ( such consent not to be unreasonably withheld, delayed or conditioned ) of a ny such Indemnitee as to any settlement which would : ( i ) materially diminish or materially adversely aff ect the scope, exclusivity or duration of any Paten ts licensed under this Agreement ; ( ii ) require any payment by s uch Indemnitee ; ( iii ) require an admission of legal wrongdoing in any way on the part of an Indemnitee ; or ( iv ) amend this Agreement ; and ( c ) fully cooperate ( including providing access to and copies of pertinent records and making available for testimony relevant individuals subjec t to its control ) as reasonably requested by, and a t the expense of, the indemnifying Party in the defense of the Lo ss