Common use of Anti-Bribery and Anti-Corruption Compliance Clause in Contracts

Anti-Bribery and Anti-Corruption Compliance. (a) Each Party acknowledges that the other Party’s corporate policy requires that such other Party’s business must be conducted within the letter and the spirit of the Law and consistent with good business ethics. By signing this Agreement, each Party agrees to conduct its activities under this Agreement (including, in the case of AstraZeneca, Manufacture, research, development, import and export of Products and Other Products in the Horizon Territory, and the Manufacture and Exploitation of Products and Other Products in the AstraZeneca Territory) in a manner that is consistent with Law, including Anti-Corruption Law, and good business ethics. (b) Neither Party shall, or permit its Affiliates to, and each Party shall use its commercially reasonable efforts to not permit its Sublicensees, agents, contractors and other representatives to, pay, offer or promise to pay, or authorize the payment of any money, or give, offer or promise to give, or authorize the giving of anything of value (collectively, a “Payment”) to any Government Official in connection with the Manufacture or Exploitation of Products or Other Products where such Payment would constitute a violation of any Anti-Corruption Law. In addition, regardless of legality, neither Party shall make any Payment, directly or indirectly, to any Government Official in connection with the Manufacture or Exploitation of Products or Other Products if such Payment is for the purpose of influencing decisions or actions in connection with the Manufacture or Exploitation of Products or Other Products. Each Party acknowledges and agrees that none of the other Party, or any of its Affiliates or its or their respective officers, directors, employees, agents and representatives (collectively, “Representatives”) is authorized to waive compliance with the provisions of this Section 3.4.1(b) and that it shall be solely responsible for its compliance with the provisions of this Section 3.4.1(b) and the Anti-Corruption Laws irrespective of any act or omission of the other Party or any of its Affiliates or its or their respective Representatives.

Anti-Bribery and Anti-Corruption Compliance. (a) Each Party acknowledges agrees that the other Party’s corporate policy requires that such other Party’s business must be conducted within the letter and the spirit of the Law and consistent with good business ethics. By signing this Agreement, each Party agrees to conduct its it will not undertake any activities under this Agreement (including, which will result in the case of AstraZeneca, Manufacture, research, development, import and export of Products and Other Products in the Horizon Territory, and the Manufacture and Exploitation of Products and Other Products in the AstraZeneca Territory) in a manner that is consistent with Law, including Anti-Corruption Law, and good business ethics. (b) Neither Party shall, or permit its Affiliates to, and each Party shall use its commercially reasonable efforts to not permit its Sublicensees, agents, contractors and other representatives to, pay, offer or promise to pay, or authorize the payment of any money, or give, offer or promise to give, or authorize the giving of anything of value (collectively, a “Payment”) to any Government Official in connection with the Manufacture or Exploitation of Products or Other Products where such Payment would constitute a violation of any Anti-Corruption Law. In additionLaws in connection with such Party’s conduct under this Agreement or any Ancillary Agreement, regardless including the provision of legality, neither any services by such Party shall make for or on behalf of the other Party. (b) Each Party agrees that if it becomes aware or has reason to suspect that any Payment, directly person or indirectly, to any Government Official legal entity acting on BMS’s or BioNTech’s behalf in connection with the Manufacture activities under this Agreement or Exploitation any Ancillary Agreement has engaged in any activities which will result in a violation of Products any Anti-Corruption Laws, then such Party will immediately report such knowledge or Other Products if such Payment is for suspicion via the purpose following: For BioNTech: [***]. For BMS: in accordance with the provisions of influencing decisions Section 15.5. (c) Each Party agrees to provide reasonable cooperation in any investigation that may be conducted by or actions on behalf of the other Party related to Anti-Corruption Laws in connection with this Agreement or any Ancillary Agreement. Upon notice of an intended investigation, the Manufacture investigated Party will provide, in a reasonable time, to the investigating Party or Exploitation of Products to a Third Party engaged by the investigating Party: (i) access to the relevant persons; and (ii) access to relevant documents and data (e.g., invoices and requests for expense reimbursement, supporting receipts and substantiation, and original entry records for charges and payments). (d) Each Party acknowledges that the obligations under this Section 12.5.4 apply to all its employees and sub-contractors hereunder (or Other Productsunder any Ancillary Agreement). Each Party acknowledges and agrees that none of the other Party, will bind Third Party sub-contractors who act for or on its behalf under this Agreement (or under any of its Affiliates or its or their Ancillary Agreement) by respective officers, directors, employees, agents and representatives (collectively, “Representatives”) is authorized contractual clauses substantially similar to waive compliance with the provisions of this Section 3.4.1(b12.5.4. (e) In connection with this Agreement and that it shall be solely responsible for its compliance any Ancillary Agreement, each Party has complied and will comply with all Applicable Law and industry codes dealing with government procurement, conflicts of interest, corruption or bribery, including, if applicable, the provisions U.S. Foreign Corrupt Practices Act of this Section 3.4.1(b) 1977, as amended, the UK Bribery Act 2010 and any laws enacted to implement the Organization of Economic Cooperation and Development Convention on Combatting Bribery of Foreign Officials in International Business Transactions (collectively, “Anti-Corruption Laws irrespective of any act or omission of the other Party or any of its Affiliates or its or their respective RepresentativesLaws”).

Anti-Bribery and Anti-Corruption Compliance. (a) Each Party acknowledges that the other Party’s corporate policy requires that such other Party’s will conduct its business must be conducted within the letter and the spirit of the Law and consistent in accordance with good business ethicsApplicable Law. By signing this Agreement, each Party agrees to conduct its activities under this Agreement (including, in the case of AstraZeneca, Manufacture, research, development, import and export of Products and Other Products in the Horizon Territory, and the Manufacture and Exploitation of Products and Other Products in the AstraZeneca Territory) in a manner that is consistent with Applicable Law, including the U.S. Foreign Corrupt Practices Act, the UK ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, and the relevant provisions of the Criminal Law of the People’s Republic of China and the Anti-Unfair Competition Law of the People’s Republic of China, each as amended, and any other applicable anti-corruption laws and laws for the prevention of fraud, racketeering, or money laundering (collectively, Anti-Corruption Law, and good business ethicsLaws). (b) Neither Each Party shallwill not, directly or permit its Affiliates to, and each Party shall use its commercially reasonable efforts to not permit its Sublicensees, agents, contractors and other representatives toindirectly, pay, offer or promise to pay, or authorize the payment of any money, or give, offer or promise to give, or authorize the giving of anything of value (collectively, a “Prohibited Payment”) to any Government Official in connection with the Manufacture or Exploitation of Products or Other Products where such Prohibited Payment would constitute a violation of any Anti-Corruption Law. In addition, regardless of legality, neither each Party shall will make any no Prohibited Payment, directly or indirectly, to any Government Official in connection with the Manufacture or Exploitation of Products or Other Products if such Prohibited Payment is for the purpose of influencing decisions or actions in connection with respect to the Manufacture subject matter of this Agreement or Exploitation any other aspect of Products or Other Productsthe other Party’s business. Each Party acknowledges and agrees that none of the other Partyit, or any of its Affiliates or its or their respective officers, directors, employees, agents and representatives (collectively, “Authorized Representatives”) is authorized to waive compliance with the provisions of this Section 3.4.1(bClause 8.6 (Anti-Bribery and Anti-Corruption Compliance) and that it shall each Party will be solely responsible for its compliance with the provisions of this Section 3.4.1(bClause 8.6 (Anti-Bribery and Anti-Corruption Compliance) and the Anti-Corruption Laws irrespective of any act or omission of the other Party or any of its Affiliates Affiliates, Sublicensees or its or their respective Authorized Representatives. Each Party’s failure to abide by the provisions of this Clause 8.6 (Anti-Bribery and Anti-Corruption Compliance) shall be deemed a material breach of this Agreement.

Anti-Bribery and Anti-Corruption Compliance. (a) Each Party acknowledges that represents, warrants, and covenants to the other Party’s corporate policy requires that such other Party’s business must be conducted within the letter Party in connection with this Agreement that: 13.10.1 it shall, and the spirit of the Law shall cause its Affiliates and consistent with good business ethics. By signing this Agreementits and their Sublicensees and subcontractors to, each Party agrees to conduct its their activities and exercise their rights under this Agreement (including, in the case of AstraZeneca, Manufacture, research, development, import and export of Products and Other Products in the Horizon Territory, and the Manufacture and Exploitation of Products and Other Products in the AstraZeneca Territory) in a manner that is consistent complies with Applicable Law, including the PRC Criminal Law and the PRC Anti-unfair Competition Law, the U.S. Foreign Corrupt Practices Act, the UK ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, each, as may be amended from time to time, and any other applicable anti-corruption laws and laws for the prevention of fraud, racketeering, money laundering or terrorism (collectively, “Anti-Corruption LawLaws”), and good business ethics. (b) Neither Party shall13.10.2 it shall not, or permit and shall cause its Affiliates and its and their Sublicensees and subcontractors not to, and each Party shall use directly or indirectly, in connection with its commercially reasonable efforts to not permit its Sublicensees, agents, contractors and other representatives to, activities under this Agreement pay, offer or promise to pay, or authorize the payment of any money, or give, offer or promise to give, or authorize the giving of anything of value (collectively, a “Payment”) to any Government Official in connection with official or employee of any government, or any department, agency, or instrumentality thereof; political party or political party official; official or employee of any international public organizations; candidates for public office; representatives of other businesses; health care professionals; or persons acting on behalf of any of the Manufacture or Exploitation of Products or Other Products where foregoing (collectively, “Officials”) if such Payment would constitute a violation of any Anti-Corruption Law. In addition, regardless of legality, neither Party shall, and each Party shall cause its Affiliates and its and their Sublicensees and subcontractors not to, make any Payment, directly or indirectly, to any Government Official in connection with the Manufacture or Exploitation of Products or Other Products its activities under this Agreement, to any Official if such Payment is for the purpose of (a) improperly influencing decisions or actions rewarding any act or decision of such Official, (b) inducing such Official to do or omit to do any act in connection violation of his or her lawful duty, (c) improperly inducing such Official to use its or his influence with the Manufacture a government or Exploitation instrumentality thereof to affect or influence any act or decision of Products such government or Other Productsinstrumentality, or (d) securing any improper advantage for either Party. Each Party acknowledges and agrees that none of the other Partyit, or any of its Affiliates or its or their respective officers, directors, employees, agents and or representatives (collectively, “Representatives”) is authorized to waive compliance with the provisions of this Section 3.4.1(b) 13.10 and that it shall each Party will be solely responsible for its compliance with the provisions of this Section 3.4.1(b) 13.10 and the Anti-Corruption Laws irrespective of any act or omission of the other Party or any of its Affiliates or Sublicensees or its or their respective Representatives. Without prejudice to any other rights or remedies that may be available to AbbVie under this Agreement or in law or equity, AbbVie may terminate this Agreement in its entirety immediately on notice to I-Mab in the event that [Redacted]. In the event of such termination, AbbVie shall have no liability to I-Mab for any charges, fees, reimbursements, or other compensation or claims under this Agreement, including for services previously performed. 13.10.3 Each Party shall promptly notify the other Party upon becoming aware of and shall keep the other Party reasonably apprised of, (a) any allegation or violation of, or any notice, subpoena, demand, or other communication (oral or written) from any governmental authority regarding such Party’s actual, alleged, or possible failure to comply with, any Anti-Corruption Laws or any other Applicable Law by such Party or any of its Affiliates or those acting on such Party’s behalf, (b) any confirmed or corroborated violation of Anti-Corruption Laws or any other Applicable Law that are the result of an internal inquiry; and (c) the occurrence of any fact or event that would render any representation, warranty, covenant, or undertaking in Section 13.10.2 or Section 13.10.3 incorrect or misleading, in each case ((a) - (c)), in connection with the matters that are the subject of this Agreement, including the performance by such Party of its obligations hereunder. Following such notification, such Party shall keep the other Party reasonably apprised of the matters described in this Section 13.10.3 throughout the duration of such matters.