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 In the event that a Party (ithe “Indemnified Party”) Ardelyx at any time has a good faith belief that Sanofi may be in material breach of its obligations is seeking indemnification under Section 4.315.1(a) or 15.1(b), (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 it shall have the right (but not the obligation) to request, through written notice to notify the other Party (a the “Mediation NoticeIndemnifying Party”) within thirty (30) days after the expiry in writing of the time period set forth in Section 13.1, relevant Third Party Claim and the relevant Loss for which indemnification is being sought as soon as reasonably practicable after it becomes aware of such claim. Each such notice shall contain a description of the Third Party Claim and the nature and amount of the Loss claimed (to the extent that the Parties nature and amount of such Loss is known at such time). The Indemnified Party shall attempt furnish promptly to the Indemnifying Party copies of all papers and official documents received in good faith to settle respect of any such dispute by mediation administered by the American Arbitration Association (“AAA”) under its Commercial Mediation ProceduresThird Party Claim or Losses. For claritythe avoidance of doubt, neither all indemnification claims in respect of a Party, its Affiliates, and each of its and their respective employees, officers, directors and agents shall be made solely by such Party to this Agreement. The Indemnified Party shall be obligated permit the Indemnifying Party 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 assume direction 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 control of the mediator within ten (10) Business Days after a Party’s receipt defense 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 relevant Third Party Claim (including without limitation the right to be represented settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim. The assumption of the defense of a Third Party Claim by counsel during the mediation. Each Indemnifying Party shall bear its own costs and expenses and attorneys’ fees, and not be construed as an acknowledgement that the Parties shall share equally all costs of engaging such mediator and using the AAA Indemnifying Party is liable to mediate such matter. Any decisions or recommendations indemnify any Indemnified Party in respect of the mediator Third Party Claim, nor shall be confidential and non-binding on it constitute a waiver by the Parties. If the Parties are unable to resolve the dispute through mediation pursuant to this Section 13.2(a) within a period Indemnifying Party of sixty (60) days following a any defenses it may assert against any Indemnified 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)claim for indemnification. (b) Subject Notwithstanding Section 15.1, the failure to Sections 13.1 and 13.2(a)give timely notice to the Indemnifying Party shall not release the Indemnifying Party from any liability to the Indemnified Party to the extent the Indemnifying Party is not prejudiced thereby and, for the avoidance of doubt, the Indemnifying Party shall not be liable to the extent any disputeLoss is caused by any delay by the Indemnified Party in providing such notice. Notwithstanding the provisions of Section 15.2(a) requiring the Indemnified Party to tender to the Indemnifying Party the exclusive ability to defend such claim, controversy if the Indemnifying Party declines to or claim arising out fails to timely assume control of or relating to this Agreementthe relevant Third Party Claim, including the existence, negotiation, validity, formation, interpretation, breach, performance or application of this Agreement Indemnified Party shall be settled by binding arbitration administered by entitled to assume such control, conduct the AAA in accordance with its Commercial Arbitration Rules (or defense of, and settle such claim, all at 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 sole costs and expense of the Parties. The number declining or failing Party; provided, however, that neither Party shall settle or dispose of arbitrators shall be three (3)any such claim in any manner that would adversely affect the rights or interests or admit fault, of whom the Parties other Party without the prior written consent of such other Party, which shall select one (1) eachnot be unreasonably withheld, delayed or conditioned. The two arbitrators so selected will select Each Party, at the third other Party’s expense and final arbitrator. If reasonable request, shall cooperate with such other Party and its counsel in the arbitrators selected by course of the Parties are unable defense or fail settlement of any such claim, such cooperation to agree upon the third arbitratorinclude without limitation using reasonable efforts to provide or make available documents, the AAA shall select the third arbitrator. The place of arbitration shall be New York City, New Yorkinformation, 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 errorswitnesses.

Mechanism. (a) If In the event that a Party (ithe “Indemnified Party”) Ardelyx at any time has a good faith belief that Sanofi may be in material breach of its obligations is seeking indemnification under Section 4.312.1(a) or 12.1(b), (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 it shall have the right (but not the obligation) to request, through written notice to notify the other Party (a the “Mediation NoticeIndemnifying Party”) within thirty (30) days after the expiry in writing of the time period set forth in Section 13.1, relevant Third Party Claim and the relevant Loss for which indemnification is being sought as soon as reasonably practicable after it becomes aware of such Third Party Claim. Each such notice shall contain a description of the Third Party Claim and the nature and amount of the Loss claimed (to the extent that the Parties nature and amount of such Loss is known at such time). The Indemnified Party shall attempt furnish promptly to the Indemnifying Party copies of all papers and official documents received in good faith to settle respect of any such dispute by mediation administered by the American Arbitration Association (“AAA”) under its Commercial Mediation ProceduresThird Party Claim or Losses. For claritythe avoidance of doubt, neither all indemnification claims in respect of a Party, its Affiliates, and each of its and their respective employees, officers, directors and agents shall be made solely by such Party to this Agreement. The Indemnified Party shall be obligated permit the Indemnifying Party 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 assume direction 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 control of the mediator within ten (10) Business Days after a Party’s receipt defense 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 relevant Third Party Claim (including without limitation the right to be represented settle the claim subject to Section 12.2(c)), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim. The assumption of the defense of a Third Party Claim by counsel during the mediation. Each Indemnifying Party shall bear its own costs and expenses and attorneys’ fees, and not be construed as an acknowledgement that the Parties shall share equally all costs of engaging such mediator and using the AAA Indemnifying Party is liable to mediate such matter. Any decisions or recommendations indemnify any Indemnified Party in respect of the mediator Third Party Claim, nor shall be confidential and non-binding on it constitute a waiver by the Parties. If the Parties are unable to resolve the dispute through mediation pursuant to this Section 13.2(a) within a period Indemnifying Party of sixty (60) days following a any defenses it may assert against any Indemnified 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)claim for indemnification. (b) Subject to Sections 13.1 and 13.2(aNotwithstanding Section 12.2(a), the failure to give timely notice to the Indemnifying Party shall not release the Indemnifying Party from any disputeliability to the Indemnified Party to the extent the Indemnifying Party is not prejudiced thereby and, controversy for the avoidance of doubt, the Indemnifying Party shall not be liable to the extent any Loss is caused by any delay by the Indemnified Party in providing such notice. Notwithstanding the provisions of Section 12.2(a) requiring the Indemnified Party to tender to the Indemnifying Party the exclusive ability to defend such claim, if the Indemnifying Party declines to or claim arising out fails to timely assume control of or relating to this Agreementthe relevant Third Party Claim, including the existence, negotiation, validity, formation, interpretation, breach, performance or application of this Agreement Indemnified Party shall be settled by binding arbitration administered entitled to assume such control, conduct the defense of, and settle such claim, but costs and expenses shall be borne by the AAA Indemnifying Party. (c) Neither Party shall settle or dispose of any such claim in accordance with its Commercial Arbitration Rules (any manner that would adversely affect the rights or the AAA International Arbitration Rulesinterests or admit fault, 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. other Party without the prior written consent of such other Party, which shall not be unreasonably withheld, delayed or conditioned. (d) The number non-controlling Party, at the controlling Party’s expense and reasonable request, shall cooperate with the controlling Party and its counsel in the course of arbitrators shall be three (3)the defense or settlement of any such claim, 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 such cooperation to include without limitation using reasonable efforts to provide or fail to agree upon the third arbitratormake available documents, the AAA shall select the third arbitrator. The place of arbitration shall be New York City, New Yorkinformation, 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 errorswitnesses.

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. 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. 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 10.10 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 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 In the event that a Party (ithe “Indemnified Party”) Ardelyx at any time has a good faith belief that Sanofi may be in material breach of its obligations is seeking indemnification under Section 4.312.01(a) or Section 12.01(b), (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 it shall have the right (but not the obligation) to request, through written notice to notify the other Party (a the “Mediation NoticeIndemnifying Party”) within thirty (30) days after the expiry in writing of the time period set forth in Section 13.1, relevant Third Party Claim and the relevant Loss for which indemnification is being sought as soon as reasonably practicable after it becomes aware of such claim. Each such notice shall contain a description of the Third Party Claim and the nature and amount of the Loss claimed (to the extent that the Parties nature and amount of such Loss is known at such time). The Indemnified Party shall attempt furnish promptly to the Indemnifying Party copies of all papers and official documents received in good faith to settle respect of any such dispute by mediation administered by the American Arbitration Association (“AAA”) under its Commercial Mediation ProceduresThird Party Claim or Losses. For claritythe avoidance of doubt, neither all indemnification claims in respect of a Party, its Affiliates, and each of its and their respective employees, officers, directors and agents shall be made solely by such Party to this Agreement. The Indemnified Party shall be obligated permit the Indemnifying Party 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 assume direction 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 control of the mediator within ten (10) Business Days after a Party’s receipt defense 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 relevant Third Party Claim (including without limitation the right to be represented settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim. The assumption of the defense of a Third Party Claim by counsel during the mediation. Each Indemnifying Party shall bear its own costs and expenses and attorneys’ fees, and not be construed as an acknowledgement that the Parties shall share equally all costs of engaging such mediator and using the AAA Indemnifying Party is liable to mediate such matter. Any decisions or recommendations indemnify any Indemnified Party in respect of the mediator Third Party Claim, nor shall be confidential and non-binding on it constitute a waiver by the Parties. If the Parties are unable to resolve the dispute through mediation pursuant to this Section 13.2(a) within a period Indemnifying Party of sixty (60) days following a any defenses it may assert against any Indemnified 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)claim for indemnification. (b) Subject Notwithstanding Section 12.01, the failure to Sections 13.1 and 13.2(a)give timely notice to the Indemnifying Party shall not release the Indemnifying Party from any liability to the Indemnified Party to the extent the Indemnifying Party is not prejudiced thereby and, for the avoidance of doubt, the Indemnifying Party shall not be liable to the extent any disputeLoss is caused by any delay by the Indemnified Party in providing such notice. Notwithstanding the provisions of Section 12.02(a) requiring the Indemnified Party to tender to the Indemnifying Party the exclusive ability to defend such claim, controversy if the Indemnifying Party declines to or claim arising out fails to timely assume control of or relating to this Agreementthe relevant Third Party Claim, including the existence, negotiation, validity, formation, interpretation, breach, performance or application of this Agreement Indemnified Party shall be settled by binding arbitration administered by entitled to assume such control, conduct the AAA in accordance with its Commercial Arbitration Rules (or defense of, and settle such claim, all at 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 sole costs and expense of the Parties. The number declining or failing Party; provided, however, that neither Party shall settle or dispose of arbitrators shall be three (3)any such claim in any manner that would adversely affect the rights or interests or admit fault, of whom the Parties other Party without the prior written consent of such other Party, which shall select one (1) eachnot be unreasonably withheld, delayed or conditioned. The two arbitrators so selected will select Each Party, at the third other Party’s expense and final arbitrator. If reasonable request, shall cooperate with such other Party and its counsel in the arbitrators selected by course of the Parties are unable defense or fail settlement of any such claim, such cooperation to agree upon the third arbitratorinclude without limitation using reasonable efforts to provide or make available documents, the AAA shall select the third arbitrator. The place of arbitration shall be New York City, New Yorkinformation, 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 errorswitnesses.

Mechanism. 18.3.1 In the event that a Party (athe “Indemnified Party”) If (i) Ardelyx at any time has a good faith belief that Sanofi may be in material breach of its obligations is seeking indemnification under Section 4.3clause 18.1 or 18.2, (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 it shall have the right (but not the obligation) to request, through written notice to notify the other Party (a the “Mediation NoticeIndemnifying Party”) within thirty (30) days after the expiry in writing of the time period relevant Third Party Claim and the relevant Damage for which indemnification is sought as soon as reasonably practicable after becoming aware of such claim. Such notices shall contain a description of the Third Party Claim and the nature and amount of the Damage (to the extent known). The Indemnified Party shall furnish promptly to the Indemnifying Party copies of all papers and official documents received in respect of such Third Party Claim or Damage. For the avoidance of doubt, all indemnification claims in respect of a Party, its Affiliates, and each of its and their respective employees, officers, directors and agents shall be made solely by such Party to this Agreement. To the extent that the Indemnifying Party irrevocably commits to indemnify any Indemnified Party in respect of the Third Party Claim, the Indemnified Party shall permit the Indemnifying Party to assume direction and control of the defense of the relevant Third Party Claim (including without limitation the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim. 18.3.2 Notwithstanding clause 18.3.1, the failure to give timely notice to the Indemnifying Party shall not release the Indemnifying Party from liability to the Indemnified Party to the extent the Indemnifying Party is not prejudiced thereby and, for the avoidance of doubt, the Indemnifying Party shall not be liable to the extent any Damage is caused by any delay by the Indemnified Party in providing such notice. Notwithstanding the provisions of clause 18.3.1 requiring the Indemnified Party to tender to the Indemnifying Party the exclusive ability to defend such claim, if the Indemnifying Party does not satisfy the condition set forth in Section 13.1clause 18.3.1 to, or declines to or fails to timely assume control of the relevant Third Party Claim, the Indemnified Party shall be entitled to assume such control, conduct the defense of, and settle such claim, all at the sole costs and expense of the Indemnifying Party; provided, however, 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) settle or dispose of any such claim in any manner that would adversely affect the rights or interests or admit fault, 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 of the other has initiated arbitration pursuant to Section 13.2(b)Party without the prior written consent of such other Party, then which shall not be unreasonably withheld, delayed or conditioned. Each Party, at the other Party’s expense and reasonable request, shall cooperate with such mediation shall be completed prior to either other Party initiating arbitration pursuant to Section 13.2(b). If a Party elects to exercise and its right to initiate mediation within counsel in the prescribed time, then the following shall apply: If the Parties are unable to reach agreement on the selection course of the mediator within ten (10) Business Days after a Party’s receipt defense or settlement of the Mediation Notice from the initiating Partyany such claim, then either such cooperation to include without limitation using reasonable efforts to provide or both Parties shall immediately request the AAA to select a mediator with the requisite backgroundmake available documents, 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 Yorkinformation, 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)witnesses. (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 In the event that a Party (ithe “Indemnified Party”) Ardelyx at any time has a good faith belief that Sanofi may be in material breach of its obligations is seeking indemnification under Section 4.312.01(a) or Section 12.01(b), (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 it shall have the right (but not the obligation) to request, through written notice to notify the other Party (a the “Mediation NoticeIndemnifying Party”) within thirty (30) days after the expiry in writing of the time period set forth in Section 13.1, relevant Third Party Claim and the relevant Loss for which indemnification is being sought as soon as reasonably practicable after it becomes aware of such claim. Each such notice shall contain a description of the Third Party Claim and the nature and amount of the Loss claimed (to the extent that the Parties nature and amount of such Loss is known at such time). The Indemnified Party shall attempt furnish promptly to the Indemnifying Party copies of all papers and official documents received in good faith to settle respect of any such dispute by mediation administered by the American Arbitration Association (“AAA”) under its Commercial Mediation ProceduresThird Party Claim or Losses. For claritythe avoidance of doubt, neither all indemnification claims in respect of a Party, its Affiliates, and each of its and their respective employees, officers, directors and agents shall be made solely by such Party to this Agreement. The Indemnified Party shall be obligated permit the Indemnifying Party 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 assume direction 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 control of the mediator within ten (10) Business Days after a Party’s receipt defense 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 relevant Third Party Claim (including without limitation the right to be represented settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim. The assumption of the defense of a Third Party Claim by counsel during the mediation. Each Indemnifying Party shall bear its own costs and expenses and attorneys’ fees, and not be construed as an acknowledgement that the Parties shall share equally all costs of engaging such mediator and using the AAA Indemnifying Party is liable to mediate such matter. Any decisions or recommendations indemnify any Indemnified Party in respect of the mediator Third Party Claim, nor shall be confidential and non-binding on it constitute a waiver by the Parties. If the Parties are unable to resolve the dispute through mediation pursuant to this Section 13.2(a) within a period Indemnifying Party of sixty (60) days following a any defenses it may assert against any Indemnified 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)claim for indemnification. (b) Subject to Sections 13.1 and 13.2(aNotwithstanding Section 12.02(a), the failure to give timely notice to the Indemnifying Party shall not release the Indemnifying Party from any disputeliability to the Indemnified Party to the extent the Indemnifying Party is not prejudiced thereby and, controversy for the avoidance of doubt, the Indemnifying Party shall not be liable to the extent any Loss is caused by any delay by the Indemnified Party in providing such notice. Notwithstanding the provisions of (a) requiring the Indemnified Party to tender to the Indemnifying Party the exclusive ability to defend such claim, if the Indemnifying Party declines to or claim arising out fails to timely assume control of or relating to this Agreementthe relevant Third Party Claim, including the existence, negotiation, validity, formation, interpretation, breach, performance or application of this Agreement Indemnified Party shall be settled by binding arbitration administered by entitled to assume such control, conduct the AAA in accordance with its Commercial Arbitration Rules (or defense of, and settle such claim, all at 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 sole costs and expense of the Parties. The number declining or failing Party; provided, however, that neither Party shall settle or dispose of arbitrators shall be three (3)any such claim in any manner that would adversely affect the rights or interests or admit fault, of whom the Parties other Party without the prior written consent of such other Party, which shall select one (1) eachnot be unreasonably withheld, delayed or conditioned. The two arbitrators so selected will select Each Party, at the third other Party’s expense and final arbitrator. If reasonable request, shall cooperate with such other Party and its counsel in the arbitrators selected by course of the Parties are unable defense or fail settlement of any such claim, such cooperation to agree upon the third arbitratorinclude without limitation using reasonable efforts to provide or make available documents, the AAA shall select the third arbitrator. The place of arbitration shall be New York City, New Yorkinformation, 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 errorswitnesses.

Mechanism. (a) If In the event that a Party (ithe “Indemnified Party”) Ardelyx is seeking indemnification under Section 12.01(a) or Section 12.01(b), it shall notify the other Party (the “Indemnifying Party”) in writing of the relevant Third Party Claim and the relevant Loss for which indemnification is being sought as soon as reasonably practicable after it becomes aware of such claim. Each such notice shall contain a description of the Third Party Claim and the nature and amount of the Loss claimed (to the extent that the nature and amount of such Loss is known at such time). The Indemnified Party shall furnish promptly to the Indemnifying Party copies of all papers and official documents received in respect of any time has such Third Party Claim or Losses. For the avoidance of doubt, all indemnification claims in respect of a good faith belief that Sanofi may be in material breach Party, its Affiliates, and each of its obligations under Section 4.3and their respective employees, officers, directors and agents shall be made solely by such Party to this Agreement. The Indemnified Party shall permit the Indemnifying Party to assume direction and control of the defense of the relevant Third Party Claim (ii) Ardelyx has notified Sanofi of its belief in writing and including without limitation the Parties are not in agreement as right to whether or not such breach under Section 4.3 existssettle the claim solely for monetary consideration), and shall cooperate as requested (iiiat the expense of the Indemnifying Party) in the Parties have not resolved defense of the dispute through good faith negotiations pursuant to Section 13.1 within claim, provided that the prescribed time, then either Indemnified Party shall have the right (but not to participate, at its own expense and with counsel of its choice, in the obligation) to request, through written notice to defense of any Claim that has been assumed by the other Party (a “Mediation Notice”) within thirty (30) days after the expiry Indemnifying Party. The assumption of the time period set forth in Section 13.1, defense of a Third Party Claim by the Indemnifying Party shall not be construed as an acknowledgement that the Parties Indemnifying Party is liable to indemnify any Indemnified Party in respect of the Third Party Claim, nor shall attempt in good faith to settle such dispute by mediation administered it constitute a waiver by the American Arbitration Association (“AAA”) under its Commercial Mediation Procedures. For clarity, neither Indemnifying 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 of any defenses it may assert Certain identified information marked with [***] Certain information in this document has been omitted excluded from this exhibit because it is not material 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 is of the mediator within ten (10) Business Days after a type that the registrant treats as private and confidential. against any Indemnified 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's claim for indemnification. If the Parties are unable cannot agree as to resolve the application of Section 12.01(a) or 12.01(b) as to any Third Party Claim, pending resolution of the dispute through mediation pursuant to this Section 13.2(a) within a period 13.02, the Parties may conduct separate defenses of sixty (60) days following a Party’s receipt of the Mediation Notice from the initiating Partysuch Third Party Claims, then either with each Party shall thereafter have retaining the right to refer claim indemnification from the dispute to arbitration pursuant to other Party in accordance with Section 13.2(b)12.01(a) or 12.01(b) upon resolution of the underlying Third Party Claim. (b) Subject Notwithstanding Section 12.01, the failure to Sections 13.1 and 13.2(a)give timely notice to the Indemnifying Party shall not release the Indemnifying Party from any liability to the Indemnified Party to the extent the Indemnifying Party is not materially prejudiced thereby and, for the avoidance of doubt, the Indemnifying Party shall not be liable to the extent any disputeLoss is caused by any delay by the Indemnified Party in providing such notice. Notwithstanding the provisions of Section 12.02(a) requiring the Indemnified Party to tender to the Indemnifying Party the exclusive ability to defend such claim, controversy if the Indemnifying Party declines to or claim arising out fails to timely assume control of or relating to this Agreementthe relevant Third Party Claim, including the existence, negotiation, validity, formation, interpretation, breach, performance or application of this Agreement Indemnified Party shall be settled by binding arbitration administered by entitled to assume such control, conduct the AAA in accordance with its Commercial Arbitration Rules (or defense of, and settle such claim, all at 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 sole costs and expense of the Parties. The number declining or failing Party; provided, however, that neither Party shall settle or dispose of arbitrators shall be three (3)any such claim in any manner that would adversely affect the rights or interests or admit fault, of whom the Parties other Party without the prior written consent of such other Party, which shall select one (1) eachnot be unreasonably withheld, delayed or conditioned. The two arbitrators so selected will select Each Party, at the third other Party's expense and final arbitrator. If reasonable request, shall cooperate with such other Party and its counsel in the arbitrators selected by course of the Parties are unable defense or fail settlement of any such claim, such cooperation to agree upon the third arbitratorinclude without limitation using reasonable efforts to provide or make available documents, the AAA shall select the third arbitrator. The place of arbitration shall be New York City, New Yorkinformation, 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 errorswitnesses.

Mechanism. (a) If In the event that a Party (ithe “Indemnified Party”) Ardelyx at any time has a good faith belief that Sanofi may be in material breach of its obligations is seeking indemnification under Section 4.312.01(a) or Section 12.01(b), (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 it shall have the right (but not the obligation) to request, through written notice to notify the other Party (a the “Mediation NoticeIndemnifying Party”) within thirty (30) days after the expiry in writing of the time period set forth in Section 13.1, relevant Third Party Claim and the relevant Loss for which indemnification is being sought as soon as reasonably practicable after it becomes aware of such claim. Each such notice shall contain a description of the Third Party Claim and the nature and amount of the Loss claimed (to the extent that the Parties nature and amount of such Loss is known at such time). The Indemnified Party shall attempt furnish promptly to the Indemnifying Party copies of all papers and official documents received in good faith to settle respect of any such dispute by mediation administered by the American Arbitration Association (“AAA”) under its Commercial Mediation ProceduresThird Party Claim or Losses. For claritythe avoidance of doubt, neither all indemnification claims in respect of a Party, its Affiliates, and each of its and their respective employees, officers, directors and agents shall be made solely by such Party to this Agreement. The Indemnified Party shall be obligated permit the Indemnifying Party 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 assume direction 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 control of the mediator within ten (10) Business Days after a Party’s receipt defense 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 relevant Third Party Claim (including without limitation the right to be represented settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim. The assumption of the defense of a Third Party Claim by counsel during the mediation. Each Indemnifying Party shall bear its own costs and expenses and attorneys’ fees, and not be construed as an acknowledgement that the Parties shall share equally all costs of engaging such mediator and using the AAA Indemnifying Party is liable to mediate such matter. Any decisions or recommendations indemnify any Indemnified Party in respect of the mediator Third Party Claim, nor shall be confidential and non-binding on it constitute a waiver by the Parties. If the Parties are unable to resolve the dispute through mediation pursuant to this Section 13.2(a) within a period Indemnifying Party of sixty (60) days following a any defenses it may assert against any Indemnified 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)claim for indemnification. (b) Subject Notwithstanding Section 12.01, the failure to Sections 13.1 and 13.2(a)give timely notice to the Indemnifying Party shall not release the Indemnifying Party from any liability to the Indemnified Party to the extent the Indemnifying Party is not materially prejudiced thereby and, for the avoidance of doubt, the Indemnifying Party shall not be liable to the extent any disputeLoss is caused by any delay by the Indemnified Party in providing such notice. Notwithstanding the provisions of Section 12.02(a) requiring the Indemnified Party to tender to the Indemnifying Party the exclusive ability to defend such claim, controversy if the Indemnifying Party declines to or claim arising out fails to timely assume control of or relating to this Agreementthe relevant Third Party Claim, including the existence, negotiation, validity, formation, interpretation, breach, performance or application of this Agreement Indemnified Party shall be settled by binding arbitration administered by entitled to assume such control, conduct the AAA in accordance with its Commercial Arbitration Rules (or defense of, and settle such claim, all at 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 sole costs and expense of the Parties. The number declining or failing Party; provided, however, that neither Party shall settle or dispose of arbitrators shall be three (3)any such claim in any manner that would adversely affect the rights or interests or admit fault, of whom the Parties other Party without the prior written consent of such other Party, which shall select one (1) eachnot be unreasonably withheld, delayed or conditioned. The two arbitrators so selected will select Each Party, at the third other Party’s expense and final arbitrator. If reasonable request, shall cooperate with such other Party and its counsel in the arbitrators selected by course of the Parties are unable defense or fail settlement of any such claim, such cooperation to agree upon the third arbitratorinclude without limitation using reasonable efforts to provide or make available documents, the AAA shall select the third arbitrator. The place of arbitration shall be New York City, New Yorkinformation, 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 errorswitnesses.