Common use of Mechanism Clause in Contracts

Mechanism. (a) If (i) Ardelyx at any time has a good faith belief that Sanofi may be in material breach of its obligations under Section 4.3, (ii) Ardelyx has notified Sanofi of its belief in writing and the Parties are not in agreement as to whether or not such breach under Section 4.3 exists, and (iii) the Parties have not resolved the dispute through good faith negotiations pursuant to Section 13.1 within the prescribed time, then either Party shall have the right (but not the obligation) to request, through written notice to the other Party (a “Mediation Notice”) within thirty (30) days after the expiry of the time period set forth in Section 13.1, 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, neither Party shall be obligated to exercise its right to initiate mediation pursuant to this Section 13.2(a) before initiating arbitration pursuant to Section 13.2(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 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 ten (10) Business Days after a Party’s receipt of the Mediation Notice from the 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 13.2(a) within a period of sixty (60) days following a Party’s receipt of the Mediation Notice from the initiating Party, then either Party shall thereafter have the right to refer the dispute to arbitration pursuant to Section 13.2(b). (b) Subject to Sections 13.1 and 13.2(a), any dispute, controversy or claim arising out of or relating to this Agreement, including the existence, negotiation, validity, formation, interpretation, breach, performance or application of this Agreement shall be settled by binding arbitration administered by the AAA in accordance with its Commercial Arbitration Rules (or the AAA International Arbitration Rules, if recommended under the AAA guidelines), as such rules may be modified by this Section 13.2(b) or otherwise by subsequent written agreement of the Parties. The number of arbitrators shall be three (3), of whom the Parties shall select one (1) each. The two arbitrators so selected will select the third and final arbitrator. If the arbitrators selected by the Parties are unable or fail to agree upon the third arbitrator, the AAA shall select the third arbitrator. The place of arbitration shall be New York City, New York, and all proceedings and communications shall be in English. The Parties shall have the right to be represented by counsel. The Parties agree that such judgment or award may be enforced in any court of competent jurisdiction. Any judgment or award rendered by the arbitrators shall be final and binding on the Parties, except for clerical, typographical or computational errors.

Mechanism. (a) If (i) Ardelyx at any time has a good faith belief that Sanofi AstraZeneca may be in material breach of its obligations under Section 4.34.4, (ii) Ardelyx has notified Sanofi AstraZeneca of its belief in writing and the Parties are not in agreement as to whether or not such breach under Section 4.3 4.4 exists, and (iii) the Parties have not resolved the dispute through good faith negotiations pursuant to Section 13.1 16.1 within the prescribed time, then either Party Ardelyx shall have the right (but not the obligation) to request, through written notice to the other Party AstraZeneca (a “Mediation Notice”) within thirty (30) days after the expiry of the time period set forth in Section 13.116.1, 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, neither Party Ardelyx shall not be obligated to exercise its right to initiate mediation pursuant to this Section 13.2(a16.2(a) before initiating arbitration pursuant to Section 13.2(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(b16.2(b). If a Party 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 ten fifteen (1015) Business Days after a PartyAstraZeneca’s receipt of the Mediation Notice from the initiating PartyArdelyx, 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 13.2(a16.2(a) within a period of sixty ninety (6090) days following a PartyAstraZeneca’s receipt of the Mediation Notice from the initiating PartyArdelyx, then either Party shall thereafter have the right to refer the dispute to arbitration pursuant to Section 13.2(b16.2(b). (b) Subject to Sections 13.1 16.1 and 13.2(a16.2(a), any dispute, controversy or claim arising out of or relating to this Agreement, including the existence, negotiation, validity, formation, interpretation, breach, performance or application of this Agreement shall be settled by binding arbitration administered by the AAA in accordance with its Commercial Arbitration Rules (or the AAA International Arbitration Rules, if recommended under the AAA guidelines), as such rules may be modified by this Section 13.2(b16.2(b) or otherwise by subsequent written agreement of the Parties. The number of arbitrators shall be three (3), of whom the Parties shall select one (1) each. The two arbitrators so selected will select the third and final arbitrator. If the arbitrators selected by the Parties are unable or fail to agree upon the third arbitrator, the AAA shall select the third arbitrator. The place of arbitration shall be New York City, New York, and all [***] 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. proceedings and communications shall be in English. The Parties shall have the right to be represented by counsel. Any judgment or award rendered by the arbitrators shall be final and binding on the Parties. The Parties agree that such judgment or award may be enforced in any court of competent jurisdiction. Any judgment or award rendered by the arbitrators shall be final and binding on the Parties, except for clerical, typographical or computational errors.

Mechanism. The party seeking indemnification hereunder (a“Indemnified Party”) If (i) Ardelyx at any time has a good faith belief that Sanofi may be in material breach of its obligations under Section 4.3, (ii) Ardelyx has notified Sanofi of its belief in writing and the Parties are not in agreement as to whether or not such breach under Section 4.3 exists, and (iii) the Parties have not resolved the dispute through good faith negotiations pursuant to Section 13.1 within the prescribed time, then either Party shall have the right (but not the obligation) to request, through give written notice to the other Party 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 13.1, 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 be considered a Dispute pursuant to Section 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 the Indemnifying Party does not elect to undertake the defense thereof by written notice within fifteen (15) days after receipt of the original notice from the Indemnified Party, the Indemnifying Party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the Indemnified Party, and the Indemnified Party shall be entitled to indemnity pursuant to the terms of this Agreement to the extent of the 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 to settle such dispute by mediation administered by proceeding diligently at its expense, the American Arbitration Association (“AAA”) under its Commercial Mediation Procedures. For clarity, neither Indemnified Party shall be obligated entitled to exercise its right to initiate mediation pursuant to this Section 13.2(a) before initiating arbitration pursuant to Section 13.2(b) indemnity hereunder only if, 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 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 extent of the mediator within ten (10) Business Days after a Party’s receipt of the Mediation Notice from the initiating Party, then either determination made in such Proceeding 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 any compromise 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 13.2(a) within a period of sixty (60) days following a Party’s receipt of the Mediation Notice from the initiating Party, then either Party shall thereafter have the right to refer the dispute to arbitration pursuant to Section 13.2(b). (b) Subject to Sections 13.1 and 13.2(a), any dispute, controversy or claim arising out of or relating to this Agreement, including the existence, negotiation, validity, formation, interpretation, breach, performance or application of this Agreement shall be settled by binding arbitration administered settlement effected by the AAA in accordance with its Commercial Arbitration Rules (or the AAA International Arbitration Rules, if recommended under the AAA guidelines), as such rules may be modified by this Section 13.2(b) or otherwise by subsequent written agreement of the Parties. The number of arbitrators shall be three (3), of whom the Parties shall select one (1) each. The two arbitrators so selected will select the third and final arbitrator. If the arbitrators selected by the Parties are unable or fail to agree upon the third arbitrator, the AAA shall select the third arbitrator. The place of arbitration shall be New York City, New York, and all proceedings and communications shall be in English. The Parties shall have the right to be represented by counsel. The Parties agree that such judgment or award may be enforced in any court of competent jurisdiction. Any judgment or award rendered by the arbitrators shall be final and binding on the Parties, except for clerical, typographical or computational errorsIndemnifying Party.

Mechanism. (a) If (i) Ardelyx Revance at any time has a good faith belief that Sanofi Fosun may be in material breach of its obligations under Section 4.3[*], (ii) Ardelyx Revance has notified Sanofi Fosun of its belief in writing and the Parties are not in agreement as to whether or not such breach under Section 4.3 [*] exists, and (iii) the Parties have not resolved the dispute through good faith negotiations pursuant to Section 13.1 13.01 within the prescribed time, then either Party Revance shall have the right (but not the obligation) to request, through written notice to the other Party Fosun (a “Mediation Notice”) within thirty (30) [*] days after the expiry of the time period set forth in Section 13.113.01, 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, neither Party Revance shall not be obligated to exercise its right to initiate mediation pursuant to this Section 13.2(a13.02(a) before initiating arbitration pursuant to Section 13.2(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(b13.02(b), then such mediation shall be completed prior to either Party initiating arbitration pursuant to or before notifying Fosun that it is exercising its right of termination under Section 13.2(b11.02(a). If a Party 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 ten (10) [*] Business Days after a PartyFosun’s receipt of the Mediation Notice from the initiating PartyRevance, 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 13.2(a13.02(a) within a period of sixty (60) [*] days following a PartyFosun’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 the initiating PartyRevance, then either Party Revance or Fosun shall thereafter have the right to refer the dispute to arbitration pursuant to Section 13.2(b13.02(b) or notify Fosun that it is exercising its right of termination under Section 11.02(a). (b) Subject to Sections 13.1 Section 13.01 and 13.2(aSection 13.01(a), any dispute, controversy or claim arising out of or relating to this Agreement, including the existence, negotiation, validity, formation, interpretation, breach, performance or application of this Agreement shall be settled by binding arbitration administered by the AAA [*] in accordance with its Commercial Arbitration Rules (or the AAA International then-current [*] Arbitration Rules, if recommended under the AAA guidelines), as such rules may be modified by this Section 13.2(b13.02(b) or otherwise by subsequent written agreement of the Parties. The number of arbitrators shall be three (3), of whom the Parties shall select one (1) each. The two arbitrators so selected will select the third and final arbitrator. If the arbitrators selected by the Parties are unable or fail to agree upon the third arbitrator, the AAA [*] shall select the third arbitrator. The place of arbitration shall be New York City, New York[*], and all proceedings and communications shall be in English. The Parties shall have the right to be represented by counsel. Any judgment or award rendered by the arbitrators shall be final and binding on the Parties. The Parties agree that such judgment or award may be enforced in any court of competent jurisdiction. Any judgment or award rendered The cost of the arbitration, including the fees of the arbitrators, shall be borne by the Party the arbitrators shall be final and binding on determine has not prevailed in the Parties, except for clerical, typographical or computational errorsarbitration.

Mechanism. Confidential Portions of this Exhibit marked as [***] have been omitted (a) If (i) Ardelyx at any time has a good faith belief that Sanofi FOSUN may be in material breach of its obligations under Section 4.34.03, (ii) Ardelyx has notified Sanofi FOSUN of its belief in writing and the Parties are not in agreement as to whether or not such breach under Section 4.3 4.03 exists, and (iii) the Parties have not resolved the dispute through good faith negotiations pursuant to Section 13.1 13.01 within the prescribed time, then either Party Ardelyx shall have the right (but not the obligation) to request, through written notice to the other Party FOSUN (a “Mediation Notice”) within thirty (30) days after the expiry of the time period set forth in Section 13.113.01, that the Parties shall attempt in good faith to settle such dispute by mediation administered by the American Arbitration Association (“AAA”) under its Commercial Mediation Procedures. For clarity, neither Party Ardelyx shall not be obligated to exercise its right to initiate mediation pursuant to this Section 13.2(a13.02(a) before initiating arbitration pursuant to Section 13.2(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(b13.02(b), then such mediation shall be completed prior to either Party initiating arbitration pursuant to or before notifying FOSUN that it is exercising its right of termination under Section 13.2(b11.02(a). If a Party 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 ten fifteen (1015) Business Days after a PartyFOSUN’s receipt of the Mediation Notice from the initiating PartyArdelyx, 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 CitySan Francisco, New YorkCalifornia, 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 13.2(a13.02(a) within a period of sixty ninety (6090) days following a PartyFOSUN’s receipt of the Mediation Notice from the initiating PartyArdelyx, then either Party Ardelyx shall thereafter have the right to refer the dispute to arbitration pursuant to Section 13.2(b13.02(b) or notify FOSUN that it is exercising its right of termination under Section 11.02(a). (b) Subject to Sections 13.1 Section 13.01 and 13.2(aSection 13.02(a), any dispute, controversy or claim arising out of or relating to this Agreement, including the existence, negotiation, validity, formation, interpretation, breach, performance or application of this Agreement shall be settled by binding arbitration administered by the AAA in accordance with its Commercial Arbitration Rules (or the AAA International Arbitration Rules, if recommended under the AAA guidelines), as such rules may be modified by this Section 13.2(b13.02(b) or otherwise by subsequent written agreement of the Parties. The number of arbitrators shall be three (3), of whom the Parties shall select one (1) each. The two arbitrators so selected will select the third and final arbitrator. If the arbitrators selected by the Parties are unable or fail to agree upon the third arbitrator, the AAA shall select the third arbitrator. The place of arbitration shall be New York City, New York, and all proceedings and communications shall be in English. The Parties shall have the right to be represented by counsel. Any judgment or award rendered by the arbitrators shall be final and binding on the Parties. The Parties agree that such judgment or award may be enforced in any court of competent jurisdiction. Any judgment or award rendered by the arbitrators shall be final and binding on the Parties, except for clerical, typographical or computational errors.