Common use of Mechanism Clause in Contracts

Mechanism. (a) If (i) Ardelyx at any time has a good faith belief that AstraZeneca may be in material breach of its obligations under Section 4.4, (ii) Ardelyx has notified AstraZeneca of its belief in writing and the Parties are not in agreement as to whether or not such breach under Section 4.4 exists, and (iii) the Parties have not resolved the dispute through good faith negotiations pursuant to Section 16.1 within the prescribed time, then Ardelyx shall have the right (but not the obligation) to request, through written notice to AstraZeneca (a “Mediation Notice”) within thirty (30) days after the expiry of the time period set forth in Section 16.1, that the Parties shall attempt in good faith to settle such dispute by mediation administered by the American Arbitration Association (“AAA”) under its Commercial Mediation Procedures. For clarity, Ardelyx shall not be obligated to exercise its right to initiate mediation pursuant to this Section 16.2(a) before initiating arbitration pursuant to Section 16.2(b). If Ardelyx’s elects to exercise its right to initiate mediation within the prescribed time, then the following shall apply: If the Parties are unable to reach agreement on the selection of the mediator within fifteen (15) Business Days after AstraZeneca’s receipt of the Mediation Notice from Ardelyx, then either or both Parties shall immediately request the AAA to select a mediator with the requisite background, experience and expertise in the biopharmaceutical industry to assist the Parties in resolving the dispute amicably. The place of mediation shall be New York City, New York, and all negotiations and communications shall be in English. The Parties shall have the right to be represented by counsel during the mediation. Each Party shall bear its own costs and expenses and attorneys’ fees, and the Parties shall share equally all costs of engaging such mediator and using the AAA to mediate such matter. Any decisions or recommendations of the mediator shall be confidential and non-binding on the Parties. If the Parties are unable to resolve the dispute through mediation pursuant to this Section 16.2(a) within a period of ninety (90) days following AstraZeneca’s receipt of the Mediation Notice from Ardelyx, then either Party shall thereafter have the right to refer the dispute to arbitration pursuant to Section 16.2(b).

Mechanism. (a) If (i) Ardelyx at any time has a good faith belief that AstraZeneca Sanofi may be in material breach of its obligations under Section 4.44.3, (ii) Ardelyx has notified AstraZeneca Sanofi of its belief in writing and the Parties are not in agreement as to whether or not such breach under Section 4.4 4.3 exists, and (iii) the Parties have not resolved the dispute through good faith negotiations pursuant to Section 16.1 13.1 within the prescribed time, then Ardelyx either Party shall have the right (but not the obligation) to request, through written notice to AstraZeneca the other Party (a “Mediation Notice”) within thirty (30) days after the expiry of the time period set forth in Section 16.113.1, that the Parties shall attempt in good faith to settle such dispute by mediation administered by the American Arbitration Association (“AAA”) under its Commercial Mediation Procedures. For clarity, Ardelyx neither Party shall not be obligated to exercise its right to initiate mediation pursuant to this Section 16.2(a13.2(a) before initiating arbitration pursuant to Section 16.2(b13.2(b) , but should one Party properly [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. initiate mediation pursuant to this Section 13.2(a) before the other has initiated arbitration pursuant to Section 13.2(b), then such mediation shall be completed prior to either Party initiating arbitration pursuant to Section 13.2(b). If Ardelyx’s a Party elects to exercise its right to initiate mediation within the prescribed time, then the following shall apply: If the Parties are unable to reach agreement on the selection of the mediator within fifteen ten (1510) Business Days after AstraZenecaa Party’s receipt of the Mediation Notice from Ardelyxthe initiating Party, then either or both Parties shall immediately request the AAA to select a mediator with the requisite background, experience and expertise in the biopharmaceutical industry to assist the Parties in resolving the dispute amicably. The place of mediation shall be New York City, New York, and all negotiations and communications shall be in English. The Parties shall have the right to be represented by counsel during the mediation. Each Party shall bear its own costs and expenses and attorneys’ fees, and the Parties shall share equally all costs of engaging such mediator and using the AAA to mediate such matter. Any decisions or recommendations of the mediator shall be confidential and non-binding on the Parties. If the Parties are unable to resolve the dispute through mediation pursuant to this Section 16.2(a13.2(a) within a period of ninety sixty (9060) days following AstraZenecaa Party’s receipt of the Mediation Notice from Ardelyxthe initiating Party, then either Party shall thereafter have the right to refer the dispute to arbitration pursuant to Section 16.2(b13.2(b).

Mechanism. The party seeking indemnification hereunder (a“Indemnified Party”) If (i) Ardelyx at any time has a good faith belief that AstraZeneca may be in material breach of its obligations under Section 4.4, (ii) Ardelyx has notified AstraZeneca of its belief in writing and the Parties are not in agreement as to whether or not such breach under Section 4.4 exists, and (iii) the Parties have not resolved the dispute through good faith negotiations pursuant to Section 16.1 within the prescribed time, then Ardelyx shall have the right (but not the obligation) to request, through give written notice to AstraZeneca the indemnifying party (a “Mediation NoticeIndemnifying Party”) of its indemnification claims hereunder, specifying the amount and nature of the claim. If the Indemnifying Party does not object to the claim as set forth below within thirty (30) days after the expiry receipt of the time period set forth original notice from the Indemnified Party, the Indemnified Party shall be entitled to indemnity pursuant to the terms of this Agreement to the extent of its Losses in Section 16.1, respect of such claim. To the extent that the Parties Indemnifying Party provides written notice of objection to the Indemnified Party within thirty (30) days denying the claim in whole or in part, the matter shall attempt in good faith to settle such dispute by mediation administered by the American Arbitration Association (“AAA”) under its Commercial Mediation Procedures. For clarity, Ardelyx shall not be obligated to exercise its right to initiate mediation pursuant to this Section 16.2(a) before initiating arbitration considered a Dispute pursuant to Section 16.2(b)10.10 hereof. In the event of a Proceeding arising out of a third-party claim, the Indemnifying Party shall promptly after receipt of notice of commencement of any Proceeding against it give written notice to the Indemnifying Party of the Proceeding and providing the Indemnifying Party copies of all correspondence, notices, pleadings, orders, warrants and other documents received by or in the possession of the Indemnified Party pertaining to the Proceeding, and giving the Indemnifying Party the right to contest such Proceeding represented by counsel of its choice. If Ardelyx’s elects the Indemnifying Party does not elect to exercise its right to initiate mediation within undertake the prescribed time, then the following shall apply: If the Parties are unable to reach agreement on the selection of the mediator defense thereof by written notice within fifteen (15) Business Days days after AstraZeneca’s receipt of the Mediation Notice original notice from Ardelyxthe Indemnified Party, then either the Indemnifying Party will be bound by any determination made in such Proceeding or both Parties shall immediately request any compromise or settlement effected by the AAA to select a mediator with the requisite background, experience and expertise in the biopharmaceutical industry to assist the Parties in resolving the dispute amicably. The place of mediation shall be New York City, New York, and all negotiations and communications shall be in English. The Parties shall have the right to be represented by counsel during the mediation. Each Party shall bear its own costs and expenses and attorneys’ feesIndemnified Party, and the Parties Indemnified Party shall share equally all costs be entitled to indemnity pursuant to the terms of engaging such mediator and using this Agreement to the AAA to mediate such matter. Any decisions or recommendations extent of the mediator determination made in the Proceeding or any compromise or settlement effected plus costs, expenses and reasonable attorney fees. To the extent that the Indemnifying Party undertakes the defense of the Proceeding in good faith by proceeding diligently at its expense, the Indemnified Party shall be confidential entitled to indemnity hereunder only if, and non-binding on to the Parties. If the Parties are unable to resolve the dispute through mediation pursuant to this Section 16.2(a) within a period of ninety (90) days following AstraZeneca’s receipt extent of the Mediation Notice from Ardelyx, then either Party shall thereafter have determination made in such Proceeding or any compromise or settlement effected by the right to refer the dispute to arbitration pursuant to Section 16.2(b)Indemnifying Party.

Mechanism. (a) If (i) Ardelyx Revance at any time has a good faith belief that AstraZeneca Fosun may be in material breach of its obligations under Section 4.4[*], (ii) Ardelyx Revance has notified AstraZeneca Fosun of its belief in writing and the Parties are not in agreement as to whether or not such breach under Section 4.4 [*] exists, and (iii) the Parties have not resolved the dispute through good faith negotiations pursuant to Section 16.1 13.01 within the prescribed time, then Ardelyx Revance shall have the right (but not the obligation) to request, through written notice to AstraZeneca Fosun (a “Mediation Notice”) within thirty (30) [*] days after the expiry of the time period set forth in Section 16.113.01, that the Parties shall attempt in good faith to settle such dispute by mediation administered by the American Arbitration Association (“AAA”) [*] under its Commercial then-current [*] Mediation ProceduresRules, as such rules may be modified by this Section 13.02(a) or otherwise by subsequent written agreement of the Parties. For clarity, Ardelyx Revance shall not be obligated to exercise its right to initiate mediation pursuant to this Section 16.2(a13.02(a) before initiating arbitration pursuant to Section 16.2(b13.02(b), or before notifying Fosun that it is exercising its right of termination under Section 11.02(a). If Ardelyx’s Revance elects to exercise its right to initiate mediation within the prescribed time, then the following shall apply: If the Parties are unable to reach agreement on the selection of the mediator within fifteen (15) [*] Business Days after AstraZenecaFosun’s receipt of the Mediation Notice from ArdelyxRevance, then either or both Parties shall immediately request the AAA [*] to select a mediator with the requisite background, experience and expertise in the biopharmaceutical industry to assist the Parties in resolving the dispute amicably. The place of mediation shall be New York City, New York[*], and all negotiations and communications shall be in English. The Parties shall have the right to be represented by counsel during the mediation. Each Party shall bear its own costs and expenses and attorneys’ fees, and the Parties shall share equally all costs of engaging such mediator and using the AAA [*] to mediate such matter. Any decisions or recommendations of the mediator shall be confidential and non-binding on the Parties. If the Parties are unable to resolve the dispute through mediation pursuant to this Section 16.2(a13.02(a) within a period of ninety (90) [*] days following AstraZenecaFosun’s receipt of the Mediation [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Notice from ArdelyxRevance, then either Party Revance or Fosun shall thereafter have the right to refer the dispute to arbitration pursuant to Section 16.2(b13.02(b) or notify Fosun that it is exercising its right of termination under Section 11.02(a).

Mechanism. The party seeking indemnification hereunder (a“Indemnified Party”) If (i) Ardelyx at any time has a good faith belief that AstraZeneca may be in material breach of its obligations under Section 4.4, (ii) Ardelyx has notified AstraZeneca of its belief in writing and the Parties are not in agreement as to whether or not such breach under Section 4.4 exists, and (iii) the Parties have not resolved the dispute through good faith negotiations pursuant to Section 16.1 within the prescribed time, then Ardelyx shall have the right (but not the obligation) to request, through give written notice to AstraZeneca the indemnifying party (a “Mediation NoticeIndemnifying Party”) of its indemnification claims hereunder, specifying the amount and nature of the claim. For the avoidance of doubt, in the case of any claim for which a Purchaser Indemnitee seeks recovery under the R&W Policy, Purchaser shall provide notice to Seller’s Representative in accordance with the terms of Section 6.3. If the Indemnifying Party does not object to the claim as set forth below within thirty (30) days after the expiry receipt of the time period set forth original notice from the Indemnified Party, the Indemnified Party shall be entitled to indemnity pursuant to the terms of this Agreement to the extent of its Losses in Section 16.1, respect of such claim subject to the terms and limitations of this Article 10. To the extent that the Parties Indemnifying Party provides written notice of objection to the Indemnified Party within thirty (30) days denying the claim in whole or in part, the matter shall attempt in good faith to settle such dispute by mediation administered by the American Arbitration Association (“AAA”) under its Commercial Mediation Procedures. For clarity, Ardelyx shall not be obligated to exercise its right to initiate mediation pursuant to this Section 16.2(a) before initiating arbitration considered a Dispute pursuant to Section 16.2(b)10.6. In the event of a Proceeding arising out of a third-party claim, the Indemnifying Party shall promptly after receipt of notice of commencement of any Proceeding against it give written notice to the Indemnifying Party of the Proceeding and providing the Indemnifying Party copies of all correspondence, notices, pleadings, orders, warrants and other documents received by or in the possession of the Indemnified Party pertaining to the Proceeding, and giving the Indemnifying Party the right to contest such Proceeding represented by counsel of its choice. If Ardelyx’s elects the Indemnifying Party does not elect to exercise its right to initiate mediation within undertake the prescribed time, then the following shall apply: If the Parties are unable to reach agreement on the selection of the mediator defense thereof by written notice within fifteen (15) Business Days days after AstraZeneca’s receipt of the Mediation Notice original notice from Ardelyxthe Indemnified Party, then either the Indemnifying Party will be bound by any determination made in such Proceeding or both Parties shall immediately request any compromise or settlement effected by the AAA to select a mediator with the requisite background, experience and expertise in the biopharmaceutical industry to assist the Parties in resolving the dispute amicably. The place of mediation shall be New York City, New York, and all negotiations and communications shall be in English. The Parties shall have the right to be represented by counsel during the mediation. Each Party shall bear its own costs and expenses and attorneys’ feesIndemnified Party, and the Parties Indemnified Party shall share equally all costs be entitled to indemnity pursuant to the terms of engaging such mediator and using this Agreement to the AAA to mediate such matter. Any decisions or recommendations extent of the mediator determination made in the Proceeding or any compromise or settlement effected plus costs, expenses and reasonable attorney fees. To the extent that the Indemnifying Party undertakes the defense of the Proceeding in good faith by proceeding diligently at its expense, the Indemnified Party shall be confidential entitled to indemnity hereunder only if, and non-binding on to the Parties. If the Parties are unable to resolve the dispute through mediation pursuant to this Section 16.2(a) within a period of ninety (90) days following AstraZeneca’s receipt extent of the Mediation Notice from Ardelyx, then either Party shall thereafter have determination made in such Proceeding or any compromise or settlement effected by the right to refer the dispute to arbitration pursuant to Section 16.2(b)Indemnifying Party.