Licensor shall indemnify and hold Licensee harmless from any and all liability, judgments, and damages, (each a “Claim”, and collectively, “Claims”), to the extent awarded by a court of competent jurisdiction or pursuant to a settlement as provided hereunder, arising directly or indirectly from: (i) Claims by consumer end-users (excluding Licensee corporate customers and/or such customer’s end-user personnel) of Licensee Products resulting from Claims against those consumer end-users by Licensor alleging that any unlicensed Product(s) that are bundled, incorporated, compounded or included in Licensee Products on an OEM basis by Licensee infringe, directly or indirectly, any Licensed Patent Rights, except that Licensor may elect to extend the non-assertion set forth in Article X, section 2 to such consumer end-user in lieu of providing the foregoing indemnity; (ii) Claims resulting from the Non-assertion Cessation. If any Claim is brought by a third party for which indemnification is or may be provided hereunder, the indemnified Party shall provide prompt written notice thereof to the other Party. Where obligated to indemnify such Claim, the indemnifying Party shall, upon the demand and at the option of the indemnified Party, assume the defense thereof (at the expense of the indemnifying Party) within thirty (30) days or at least ten (10) days prior to the time a response is due in such case, whichever occurs first, or, alternatively upon the demand and at the option of the indemnified Party, pay to such Party all reasonable costs and expenses, including reasonable attorneys’ fees, incurred by such Party in defending itself. The Parties shall cooperate reasonably with each other in the defense of any Claim, including making available (under seal if desired, and if allowed) all records reasonably necessary to the defense of such Claim, and the indemnified Party shall have the right to join and participate actively in the indemnifying Party’s defense of the Claim.