Common use of Third Party Claim Procedures Clause in Contracts

Third Party Claim Procedures. (a) 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 or demand by a third party), notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third Party Claim”), describing in reasonable detail, to the extent practicable based on then-available information, the facts and circumstances with respect to the subject matter of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article IX except and only to the extent the Indemnifying Party is actually prejudiced by such failure, 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 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 have notified the other parties hereto in accordance with the requirements of this Section 9.04(a) of a claim for indemnification under this Article IX (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article IX notwithstanding the passing of such applicable date.

Third Party Claim Procedures. (a) Except for Any Person seeking 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 Section ‎7.02 (the “Indemnified Party”) shall as promptly as practicable (and, give prompt notice in any event, within twenty (20) Business Days of writing to the Indemnified Party first receiving written notice of a threat or commencement of a claim or demand by a third party), notify the party or parties liable for such Person from whom indemnification is to be sought (the “Indemnifying Party”) in writing of the assertion of any pending or threatened claim or demand the commencement of any suit, action or proceeding by a any third party that the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third Party Claim”), describing ) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detaildetail 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 practicable based on then-available informationsuch failure shall have adversely prejudiced the Indemnifying Party. Thereafter, the facts 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 circumstances documents (including any court papers) received by the Indemnified Party relating to the Third Party Claim and the Indemnified Party shall provide the Indemnifying Party with such other information with respect to the subject matter of any such Third Party Claim; provided, however, that the failure to provide such notice shall not release Claim reasonably requested by the Indemnifying Party from any of its obligations under this Article IX except Party. Confidential Materials Omitted and only to the extent the Indemnifying Party is actually prejudiced by such failure, 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 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 have notified the other parties hereto in accordance Filed Separately with the requirements Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 406 under the Securities Act of this Section 9.04(a) of a claim for indemnification under this Article IX (whether or not formal legal action shall have been commenced based upon such claim)1933, such claim shall continue to be subject to indemnification in accordance with this Article IX notwithstanding the passing of such applicable date.as amended. Confidential Portions are marked: [***]

Third Party Claim Procedures. (a) Except for indemnification in In respect of Taxes a claim arising out of or involving a Loss by any person against an Ono Indemnified Party or an Equillium Indemnified Party (indemnification for which shall be governed exclusively by Article VI) a Person that may be entitled to be indemnified under this Agreement (the such person, an “Indemnified Party”) shall as promptly as practicable (and” and such claim, in any event, within twenty (20) Business Days of the Indemnified Party first receiving written notice of a threat or commencement of a claim or demand by a third party), notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third Party Claim”), describing such Indemnified Party shall deliver a Claim Notice in reasonable detailrespect thereof to Equillium or Ono, to the extent practicable based on then-available informationas applicable (such person, the facts “Indemnifying Party”) with reasonable promptness after receipt by the Indemnified Party of notice of the Third Party Claim (and circumstances with respect to in any event within [***] after becoming aware of the subject matter of such Third Party Claim; provided), 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, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article IX 11 except and only to the extent that the Indemnifying Party is actually materially prejudiced by such failure, it being understood that notices for claims in respect . 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 a representationany representations, warranty, covenant warranties or agreement must be delivered prior to the expiration of covenants set forth in this Agreement or any 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 have notified the other parties hereto in accordance with the requirements of this Section 9.04(a) of a claim for indemnification under this Article IX (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article IX notwithstanding the passing of such applicable date.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) 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 The Indemnified Party first receiving will give the Indemnifying Party written notice of a threat or commencement any Third Party Claim within thirty (30) days of a claim or demand by a third party), notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing becoming aware of any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third Party Claim”), describing in reasonable detail, to the extent practicable based on then-available information, the facts and circumstances with respect to the subject matter of such Third Party Claim; provided, however, that the failure to provide a delay in giving such notice shall not release relieve the Indemnifying Party from any of its obligations under this Article IX except and only to the extent the Indemnifying Party is actually prejudiced suffers irreparable prejudice from or as a result of such a delay. The Indemnifying Party will undertake the defense thereof by representatives chosen by it, unless the Indemnifying Party disputes the propriety of such failure, Third Party Claim for indemnification against it being understood that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to under the expiration of any 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 have notified the other parties hereto in accordance with the requirements provisions of this Section 9.04(aArticle VIII and delivers a written notice (“Dispute Notice”) of a claim for indemnification under this Article IX such dispute and election not to indemnify within twenty (whether or not formal legal action 20) days of receipt of written notice of such Third Party Claim (in which case, the provisions of Section 9.14 shall have been commenced based upon govern the resolution of such disputed claim), such claim shall continue to be subject to indemnification in accordance with this Article IX notwithstanding . If the passing Indemnifying Party undertakes the defense of such applicable date.Third Party Claim, the 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 20 | P a g e