Common use of Third Party Claim Procedures Clause in Contracts

Third Party Claim Procedures. (a) In respect of a claim arising out of or involving a Loss by any person against an Ono Indemnified Party or an Equillium Indemnified Party (such person, an “Indemnified Party” and such claim, a “Third Party Claim”), such Indemnified Party shall deliver a Claim Notice in respect thereof to Equillium or Ono, as applicable (such person, the “Indemnifying Party”) with reasonable promptness after receipt by the Indemnified Party of notice of the Third Party Claim (and in any event within [***] after becoming aware of the Third Party Claim), and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to timely deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article 11 except to the extent that the Indemnifying Party is materially prejudiced by such failure. The existence of any Third Party Claim shall not create a presumption of any indemnification obligation of either Party. A Party’s consent to any settlement of a Third Party Claim shall not be used as evidence of the truth of the allegations in such Third Party Claim or the merits of such Third Party Claim. Furthermore, the existence of any Third Party Claim shall not create a presumption of any breach of any representations, warranties or covenants set forth in this Agreement or any Ancillary Agreement. 281923888 v10

Third Party Claim Procedures. (a) In respect of a claim arising out of or involving a Loss by any person against an Ono Indemnified Party or an Equillium Indemnified Party The party seeking indemnification under Section 10.02 (such person, an the “Indemnified Party” and such claim, a “Third Party Claim”), ) agrees to give prompt notice following the first date on which such Indemnified Party shall deliver a Claim Notice has knowledge of facts, matters or circumstances from which it is reasonably apparent that such occurrence is likely to have occurred in respect thereof writing to Equillium or Ono, as applicable the party against whom indemnity is to be sought (such person, the “Indemnifying Party”) with of the assertion of any claim or the commencement of any Action (including any Tax audit or administrative or judicial proceeding relating to Taxes) in respect of which indemnity may be sought under Section 10.02 (a “Claim”). Such notice shall set forth in reasonable promptness after receipt by detail such Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party of notice Party), including a description of the Third Party Claim facts and circumstances giving rise to such occurrences, the estimated amount of Damages imposed, incurred, suffered or asserted in connection therewith or arising therefrom (and in any event within [***] after becoming aware of to the Third Party Claimextent then ascertainable), and shall provide a description of any other remedy sought in connection therewith (in each case, solely to the Indemnifying Party with extent such information with respect thereto as the Indemnifying Party may reasonably requestis then available). The failure to timely deliver a Claim Notice, however, shall not release so notify the Indemnifying Party from any shall not relieve the Indemnifying Party of its obligations under this Article 11 hereunder, except to the extent that such failure shall have materially and adversely prejudiced the Indemnifying Party is materially prejudiced by such failure. The existence of any Third Party Claim shall not create a presumption of any indemnification obligation of either Party. A Party’s consent to any settlement of a Third Party Claim shall not be used as evidence of the truth of the allegations in such Third Party Claim or the merits of such Third Party Claim. Furthermore, the existence of any Third Party Claim shall not create a presumption of any breach of any representations, warranties or covenants set forth in this Agreement or any Ancillary Agreement. 281923888 v10.

Third Party Claim Procedures. (a) In Except for indemnification in respect of Taxes (indemnification for which shall be governed exclusively by Article VI) a Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) shall as promptly as practicable (and, in any event, within twenty (20) Business Days of the Indemnified Party first receiving written notice of a threat or commencement of a claim arising out or demand by a third party), notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any pending or involving threatened claim or demand by a Loss by any person against an Ono third party that the Indemnified Party has determined has given or an Equillium Indemnified Party could reasonably give rise to a right of indemnification under this Agreement (such person, an “including a pending or threatened claim or demand asserted by a third party against the Indemnified Party” and , such claim, claim being a “Third Party Claim”), such Indemnified Party shall deliver a Claim Notice describing in respect thereof reasonable detail, to Equillium or Ono, as applicable (such personthe extent practicable based on then-available information, the “Indemnifying Party”) facts and circumstances with reasonable promptness after receipt by respect to the Indemnified Party subject matter of notice of the Third Party Claim (and in any event within [***] after becoming aware of the such Third Party Claim), and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to timely deliver a Claim Notice; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article 11 IX except and only to the extent that the Indemnifying Party is materially actually prejudiced by such failure. The existence , it being understood that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any Third Party Claim applicable survival period specified in Section 9.01 for such representation, warranty, covenant or agreement; provided, further, that if, prior to such applicable date, a party hereto shall not create a presumption have notified the other parties hereto in accordance with the requirements of any indemnification obligation of either Party. A Party’s consent to any settlement this Section 9.04(a) of a Third Party Claim claim for indemnification under this Article IX (whether or not formal legal action shall not have been commenced based upon such claim), such claim shall continue to be used as evidence of subject to indemnification in accordance with this Article IX notwithstanding the truth of the allegations in such Third Party Claim or the merits passing of such Third Party Claim. Furthermore, the existence of any Third Party Claim shall not create a presumption of any breach of any representations, warranties or covenants set forth in this Agreement or any Ancillary Agreement. 281923888 v10applicable date.

Third Party Claim Procedures. (a) In respect of a claim arising out of or involving a Loss by any person against an Ono Indemnified Party or an Equillium Indemnified Party The party seeking indemnification under Section 9.02 (such person, an the “Indemnified Party” and such claim, a “Third Party Claim”), such Indemnified Party shall deliver a Claim Notice ) agrees to give prompt notice in respect thereof writing to Equillium or Ono, as applicable the party against whom indemnity is to be sought (such person, the “Indemnifying Party”) with of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third-Party Claim”) in respect of which indemnity may be sought under Section 9.02. Such notice shall set forth in reasonable promptness detail such Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party), including the specific representation claimed to have been breached or to be inaccurate and the calculation of Damages. So long as the notice thereof is given within the applicable survival period set forth in Section 9.01, the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations or Liability hereunder, except to the extent such failure shall have actually prejudiced the Indemnifying Party. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party of notice of relating to the Third Party Claim (and in any event within [***] after becoming aware of the Third Third-Party Claim), and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to timely deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article 11 except to the extent that the Indemnifying Party is materially prejudiced by such failure. The existence of any Third Party Claim shall not create a presumption of any indemnification obligation of either Party. A Party’s consent to any settlement of a Third Party Claim shall not be used as evidence of the truth of the allegations in such Third Party Claim or the merits of such Third Party Claim. Furthermore, the existence of any Third Party Claim shall not create a presumption of any breach of any representations, warranties or covenants set forth in this Agreement or any Ancillary Agreement. 281923888 v10.

Third Party Claim Procedures. Subject to the provisions set forth below, an Indemnified Party shall have the right, at its own expense, to participate in the defense of any Third Party Claim, and if said right is exercised, the Parties shall cooperate in the investigation and defense of said Third Party Claim. The following provisions shall apply to any Third-Party Claim: (a) In respect of a claim arising out of or involving a Loss by any person against an Ono The Indemnified Party or an Equillium Indemnified Party (such person, an “Indemnified Party” and such claim, a “Third Party Claim”), such Indemnified Party shall deliver a Claim Notice in respect thereof to Equillium or Ono, as applicable (such person, the “Indemnifying Party”) with reasonable promptness after receipt by the Indemnified Party of notice of the Third Party Claim (and in any event within [***] after becoming aware of the Third Party Claim), and shall provide will give the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to timely deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article 11 except to the extent that the Indemnifying Party is materially prejudiced by such failure. The existence written notice of any Third Party Claim shall not create a presumption within thirty (30) days of becoming aware of any indemnification obligation of either Party. A Party’s consent to any settlement of a such Third Party Claim Claim; provided, however, that a delay in giving such notice shall not be used relieve the Indemnifying Party only to the extent the Indemnifying Party suffers irreparable prejudice from or as evidence a result of such a delay. The Indemnifying Party will undertake the truth defense thereof by representatives chosen by it, unless the Indemnifying Party disputes the propriety of the allegations in such Third Party Claim or for indemnification against it under the merits provisions of this Article VIII and delivers a written notice (“Dispute Notice”) of such dispute and election not to indemnify within twenty (20) days of receipt of written notice of such Third Party Claim (in which case, the provisions of Section 9.14 shall govern the resolution of such disputed claim). If the Indemnifying Party undertakes the defense of such Third Party Claim. Furthermore, the existence of Indemnifying Party shall use its commercially reasonable efforts to defend any such Third Party Claim actively and in good faith to its conclusion, and the Indemnified Party shall not create 20 | P a presumption of any breach of any representations, warranties or covenants set forth in this Agreement or any Ancillary Agreement. 281923888 v10g e

Third Party Claim Procedures. (aa)The party seeking indemnification under Section 12.02(a) In respect or Section 12.03(a) (the “Indemnified Party”) agrees to give prompt notice in writing to the party against whom indemnity is to be sought (which in the case of a claim arising out by the Buyer shall be the Seller Representative on behalf of or involving a Loss by any person against an Ono Indemnified Party or an Equillium Indemnified Party the Sellers) (such person, an “Indemnified Party” and such claim, a “Third Party Claim”), such Indemnified Party shall deliver a Claim Notice in respect thereof to Equillium or Ono, as applicable (such person, the “Indemnifying Party”) with of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (a “Third-Party Claim”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable promptness after receipt by detail the facts and circumstances of such Third-Party Claim (including any relevant material documentation to or from third-parties relating thereto and the Indemnified Party’s reasonable computation (taking into account the information then available to the Indemnified Party) of the total amount of Damages to which such Indemnified Party would be entitled in respect of such Third-Party Claim) and the basis for indemnification in respect thereof, including the Section or Sections hereof that the Indemnified Party of notice claims to have been breached (taking into account the information then available to the Indemnified Party). The failure of the Third Indemnified Party Claim (and in any event within [***] after becoming aware of the Third Party Claim), and shall provide to so notify the Indemnifying Party with such information with respect thereto as shall not relieve the Indemnifying Party may reasonably request. The failure to timely deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article 11 hereunder, except to the extent that such failure shall have materially prejudiced the Indemnifying Party is materially prejudiced by such failure. The existence of any Third Party Claim shall not create a presumption of any indemnification obligation of either Party. A Party’s consent to any settlement of a Third Party Claim shall not be used as evidence of the truth of the allegations in such Third Party Claim or the merits of such Third Party Claim. Furthermore, the existence of any Third Party Claim shall not create a presumption of any breach of any representations, warranties or covenants set forth in this Agreement or any Ancillary Agreement. 281923888 v10.

Third Party Claim Procedures. (a) In respect of a claim arising out of or involving a Loss by any person against an Ono Indemnified Party or an Equillium Indemnified Party Any Person seeking indemnification under Section ‎7.02 (such person, an the “Indemnified Party” and such claim, a “Third Party Claim”), such Indemnified Party ) shall deliver a Claim Notice give prompt notice in respect thereof writing to Equillium or Ono, as applicable the Person from whom indemnification is to be sought (such person, the “Indemnifying Party”) with of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable promptness after detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, as promptly as reasonably practicable following the Indemnified Party’s receipt thereof, copies of all written notices and documents (including any court papers) received by the Indemnified Party of notice of relating to the Third Party Claim (and in any event within [***] after becoming aware of the Third Indemnified Party Claim), and shall provide the Indemnifying Party with such other information with respect thereto as the Indemnifying Party may reasonably request. The failure to timely deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article 11 except to the extent that the Indemnifying Party is materially prejudiced by such failure. The existence of any Third Party Claim shall not create a presumption of any indemnification obligation of either Party. A Party’s consent to any settlement of a Third Party Claim shall not be used as evidence of the truth of the allegations in such Third Party Claim or reasonably requested by the merits Indemnifying Party. Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 406 under the Securities Act of such Third Party Claim1933, as amended. Furthermore, the existence of any Third Party Claim shall not create a presumption of any breach of any representations, warranties or covenants set forth in this Agreement or any Ancillary Agreement. 281923888 v10Confidential Portions are marked: [***]

Third Party Claim Procedures. (a) In respect of a claim arising out of or involving a Loss by any person against an Ono Indemnified The Party or an Equillium Indemnified Party seeking indemnification under Section 7.02 (such person, an the “Indemnified Party” and such claim”) agrees to give prompt notice to the Party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any Third Party (each, a “Third Party Claim”) in respect of which indemnity may be sought under Section 7.02. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. Thereafter, the Indemnified Party shall deliver a Claim Notice in respect thereof to Equillium or Onothe Indemnifying Party, as applicable promptly as reasonably practicable following the Indemnified Party’s receipt thereof, copies of all written notices and documents (such person, the “Indemnifying Party”including any court papers) with reasonable promptness after receipt received by the Indemnified Party of notice of relating to the Third Party Claim (and in any event within [***] after becoming aware of the Third Indemnified Party Claim), and shall provide the Indemnifying Party with such other information with respect thereto as the Indemnifying Party may reasonably request. The failure to timely deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article 11 except to the extent that the Indemnifying Party is materially prejudiced by such failure. The existence of any Third Party Claim shall not create a presumption of any indemnification obligation of either Party. A Party’s consent to any settlement of a Third Party Claim shall not be used as evidence of the truth of the allegations in such Third Party Claim or reasonably requested by the merits of such Third Party ClaimIndemnifying Party. Furthermore, the existence of any Third Party Claim shall not create a presumption of any breach of any representations, warranties or covenants set forth in this Agreement or any Ancillary Agreement. 281923888 v1044