Procedures. The Indemnified parties agree to provide LICENSEE with prompt written notice of any claim, suit, action, demand or judgment for which indemnification is sought under this Agreement. LICENSEE agrees, at its own expense, to provide attorneys reasonably acceptable to the Licensee to defend against any such claim. The Indemnified parties shall cooperate fully with Licensee in such defense and will permit Licensee to conduct and control such defense and the disposition of such claim, suit or action (including all decisions relative to litigation, appeal and settlement); provided, however, that any Indemnified parties shall have the right to retain its own counsel, at the expense of Licensee, if representation of such Indemnified parties by the counsel retained by Licensee would be inappropriate because of actual or potential differences in the interests of such Indemnified parties and any other party represented by such counsel.

LICENSEE shall, at its own expense, provide attorneys reasonably acceptable to ​ to defend against any actions brought or filed against any ​ Indemnitee hereunder with respect to the subject of indemnity contained herein, whether or not such actions are rightfully brought. Any ​ Indemnitee seeking indemnification hereunder shall promptly notify LICENSEE of such ​ Claim; provided that any failure of or delay in such notification shall not affect LICENSEE’s indemnification obligation unless and to the extent such failure or delay is materially prejudicial to LICENSEE. The ​ Indemnitees shall provide LICENSEE, at LICENSEE’s expense, with reasonable assistance and full information with respect to such ​ Claim and give LICENSEE sole control of the defense of any ​ Claim. Neither LICENSEE nor ​ shall settle any ​ Claim without the prior written consent of the other, which consent shall not be unreasonably withheld.