Common use of Anti-Bribery Clause in Contracts

Anti-Bribery. RECIPIENT and SANOFI agree that the arrangements set out in this Agreement do not take effect and are not intended to take effect as an incentive or reward for a person’s past, present or future willingness to prescribe, administer, recommend (including formal recommendations), purchase, pay for, reimburse, authorize, approve or supply any product or service sold or provided by SANOFI or as an incentive to grant an interview for any sales or marketing purposes. RECIPIENT warrants, that it will comply with the requirements of all applicable anti-bribery regulations, codes and/or sanctions, both national and foreign, including but not limited to the US Foreign Corrupt Practices Act, the UK Bribery Act and the OECD Convention dated 17th December 1997 (the “Anti-Bribery Laws”) and; therefore that it has not and will not make, promise or offer to make any payment or transfer anything of value (directly or indirectly) to (i) any individual, (ii) corporation, (iii) association, (iv) partnership, or (v) public body, (including but not limited to any officer or employee of any of the foregoing) who, acting in their official capacity or of their own accord, are in a position to influence, secure or retain any business for (and/or provide any financial or other advantage to) SANOFI by improperly performing a function of a public nature or a business activity with the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining or retaining business. RECIPIENT will immediately notify SANOFI if, at any time during the term of this Agreement, its circumstances, knowledge or awareness changes such that it would not be able to repeat the warranties set out above at the relevant time. RECIPIENT shall keep detailed and up to date books of the account and records of all acts and payments made by it in relation to this Agreement for a minimum period of seven (7) years and at SANOFI request make them available for inspection. RECIPIENT will ensure that such books of account and records are sufficient to enable SANOFI to verify their compliance with this section of the Agreement. Breach by the RECIPIENT of the terms of this Section will be deemed a material breach of this Agreement and SANOFI may immediately terminate this Agreement at any time, with immediate effect and without any opportunity to remedy the breach by the RECIPIENT, by giving notice in writing to the RECIPIENT. The rights to terminate this Agreement under this Section will be without prejudice to any other right or remedy SANOFI may have accrued up to the date of termination.

Anti-Bribery. RECIPIENT and SANOFI agree that the arrangements set out in this Agreement do not take effect and are not intended to take effect as an incentive or reward for a person’s past, present or future willingness to prescribe, administer, recommend (including formal recommendations), purchase, pay for, reimburse, authorize, approve or supply any product or service sold or provided by SANOFI or as an incentive to grant an interview for any sales or marketing purposes. RECIPIENT warrants, that it will comply with the requirements of all applicable anti-bribery regulations, codes and/or sanctions, both national and foreign, including but not limited to the US Foreign Corrupt Practices Act, the UK Bribery Act and the OECD Convention dated 17th December 1997 (the “Anti-Bribery Laws”) and; therefore that it has not and will not make, promise or offer to make any payment or transfer anything of value (directly or indirectly) to (i) any individual, (ii) corporation, (iii) association, (iv) partnership, or (v) public body, (including but not limited to any officer or employee of any of the foregoing) who, acting in their official capacity or of their own accord, are in a position to influence, secure or retain any business for (and/or provide any financial or other advantage to) SANOFI by improperly performing a function of a public nature or a business activity with the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining or retaining business. RECIPIENT will immediately notify SANOFI if, at any time during the term of this Agreement, its circumstances, knowledge or awareness changes such that it would not be able to repeat the warranties set out above at the relevant time. RECIPIENT shall keep detailed and up to date books of the account and records of all acts and payments made by it in relation to this Agreement for a minimum period of seven (7) years and at SANOFI request make them available for inspection. RECIPIENT will ensure that such books of account and records are sufficient to enable SANOFI to verify their compliance with this section of the Agreement. Breach by the RECIPIENT of the terms of this Section will be deemed a material breach of this Agreement and SANOFI may immediately terminate this Agreement at any time, with immediate effect and without any opportunity to remedy the breach by the RECIPIENT, by giving notice in writing to the RECIPIENT. The rights to terminate this Agreement under this Section will be without prejudice to any other right or remedy SANOFI may have accrued up to the date of termination.seven

Anti-Bribery. RECIPIENT Seller represents and SANOFI agree warrants that the arrangements set out in delivery of Products under this Agreement do not take effect and are not intended to take effect as an incentive or reward for a person’s past, present or future willingness to prescribe, administer, recommend Purchase Agreement: (including formal recommendations), purchase, pay for, reimburse, authorize, approve or supply any product or service sold or provided by SANOFI or as an incentive to grant an interview for any sales or marketing purposes. RECIPIENT warrants, that it a) Seller will comply with the requirements of all applicable anti-bribery regulations, codes and/or sanctions, both national and foreigncorruption laws, including but not limited to the US U.S. Foreign Corrupt Practices Act, Act and the UK Bribery Act and the OECD Convention dated 17th December 1997 as well as anti-bribery provisions of local law in any country where Seller or any of its affiliates are performing work; (the “Anti-Bribery Laws”b) and; therefore that it has not and Seller will not makedirectly or indirectly, promise offer, promise, pay, authorize or offer to make any payment give, money or transfer anything of value to any Government Official (as defined below) in order to obtain or retain an advantage in the course of business (i) as consideration for an act or omission by the official in connection with the performance of the official's duties or functions or (ii) to induce the official to use his or her position to influence any acts or decisions of the foreign state or public international organization for which the official performs duties or functions; (c) Seller will not, directly or indirectly, offer, promise, pay, authorize, deliver or give any Facilitation Payments (as defined below); (d) no officer of or director or owner of Seller is a Government Official and Seller is not an agency/instrumentality of any government.; and (e) Seller shall notify Nielsen promptly in writing if it acquires any knowledge which would cause any of the representations or warranties given in this Section to be untrue or inaccurate. For purposes of this Section, "Government Official" means any official, officer, employee or representative of: (i) any individualfederal, state, provincial, county or municipal government or any department or agency thereof; (ii) corporation, any public international organization or any department or agency thereof; or (iii) associationany company or other entity owned or controlled by any government, (iv) partnershipincluding state-owned, operated or (v) public body, (including but not limited controlled companies; and “Facilitation Payment” means money or anything of value given to any officer Government Official to secure or employee expedite the performance of any a routine government function. Supplier shall furthermore be obliged to comply with the principles of the foregoing) whoNielsen Supplier Code of Conduct as well as other Nielsen Policies (as published on the Nielsen website), acting in their official capacity or of their own accord, are in a position to influence, secure or retain any business for (and/or provide any financial or other advantage to) SANOFI by improperly performing a function of a public nature or a business activity with the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining or retaining business. RECIPIENT will immediately notify SANOFI if, at any time during the term of this Agreement, its circumstances, knowledge or awareness changes such that it would not be able to repeat the warranties set out above at the relevant time. RECIPIENT shall keep detailed and up to date books of the account and records of all acts and payments made by it in relation to this Agreement for a minimum period of seven (7) years and at SANOFI request make them available for inspection. RECIPIENT will ensure that such books of account and records are sufficient to enable SANOFI to verify their compliance with this section of the Agreement. Breach by the RECIPIENT of the terms of this Section will be deemed a material breach of this Agreement and SANOFI may immediately terminate this Agreement at any time, with immediate effect and without any opportunity to remedy the breach by the RECIPIENT, by giving notice in writing to the RECIPIENT. The rights to terminate this Agreement under this Section will be without prejudice to any other right or remedy SANOFI may have accrued up to the date of terminationas appropriate.

Anti-Bribery. RECIPIENT and SANOFI agree that Neither the arrangements set out in this Agreement do not take effect and are not intended Company nor any of the Subsidiaries has made any contribution or other payment to take effect as an incentive any official of, or reward for a person’s past, present or future willingness to prescribe, administer, recommend (including formal recommendations), purchase, pay candidate for, reimburseany federal, authorizestate or foreign office in violation of any law. Neither the Company, approve nor any of its Subsidiaries or supply affiliates, nor any product director, officer, agent, employee or service sold other person associated with or provided by SANOFI acting on behalf of the Company, or as an incentive to grant an interview any of its Subsidiaries or affiliates, has (i) used any funds for any sales unlawful contribution, gift, entertainment or marketing purposes. RECIPIENT warrantsother unlawful expense relating to political activity, that it will comply (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the requirements Company does or seeks to do business or to foreign or domestic political parties or campaigns, (iii) violated or is in violation of all any provision of any applicable anti-bribery regulations, codes and/or sanctions, both national and foreign, including but not limited to law or regulation implementing the US OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices ActAct of 1977, as amended (the “FCPA”), the UK U.K. Bribery Act 2010, or any other similar law of any other jurisdiction in which the Company operates its business, including, in each case, the rules and the OECD Convention dated 17th December 1997 regulations thereunder (the “Anti-Bribery Laws”) and; therefore that it has not and will not make, promise or offer to make any payment or transfer anything of value (directly or indirectly) to (i) any individual, (ii) corporation, (iii) association), (iv) partnershiptaken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) public bodyotherwise made any offer, (including but not limited to any officer or employee of any of the foregoing) whobribe, acting in their official capacity or of their own accordrebate, are in a position to influencepayoff, secure or retain any business for (and/or provide any financial or other advantage to) SANOFI by improperly performing a function of a public nature or a business activity with the purpose or effect of public or commercial briberyinfluence payment, acceptance of or acquiescence in extortion, kickbacks unlawful kickback or other unlawful payment; the Company and each of its respective Subsidiaries has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; none of the Company, nor any of its Subsidiaries or improper means affiliates will directly or indirectly use the proceeds of obtaining the convertible securities or retaining business. RECIPIENT will immediately notify SANOFI iflend, at contribute or otherwise make available such proceeds to any time during subsidiary, affiliate, joint venture partner or other person or entity for the term purpose of this Agreementfinancing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the Company, its circumstancesSubsidiaries or affiliates, knowledge or awareness changes such that it would not be able any of their respective current or former directors, officers, employees, shareholders, representatives or agents, or other persons acting or purporting to repeat the warranties set out above at the relevant time. RECIPIENT shall keep detailed and up to date books of the account and records of all acts and payments made by it in relation to this Agreement for a minimum period of seven (7) years and at SANOFI request make them available for inspection. RECIPIENT will ensure that such books of account and records are sufficient to enable SANOFI to verify act on their compliance with this section of the Agreement. Breach by the RECIPIENT of the terms of this Section will be deemed a material breach of this Agreement and SANOFI may immediately terminate this Agreement at any time, with immediate effect and without any opportunity to remedy the breach by the RECIPIENT, by giving notice in writing to the RECIPIENT. The rights to terminate this Agreement under this Section will be without prejudice to any other right or remedy SANOFI may have accrued up to the date of terminationbehalf.

Anti-Bribery. RECIPIENT and SANOFI agree that the arrangements set out in this Agreement do not take effect and are not intended to take effect as an incentive or reward for a person’s past, present or future willingness to prescribe, administer, recommend (including formal recommendations), purchase, pay for, reimburse, authorize, approve or supply any product or service sold or provided by SANOFI or as an incentive to grant an interview for any sales or marketing purposes. RECIPIENT warrants, that it will comply with the requirements of all applicable anti-bribery regulations, codes and/or sanctions, both national and foreign, including but not limited to the US Foreign Corrupt Practices Act, the UK Bribery Act and the OECD Convention dated 17th December 1997 (the “Anti-Bribery Laws”) and; therefore that it has not and will not make, promise or offer to make any payment or transfer anything of value (directly or indirectly) to (i) any individual, (ii) corporation, (iii) association, (iv) partnership, or (v) public body, (including but not limited to any officer or employee of any of the foregoing) who, acting in their official capacity or of their own accord, are in a position to influence, secure or retain any business for (and/or provide any financial or other advantage to) SANOFI by improperly performing a function of a public nature or a business activity with the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining or retaining business. RECIPIENT will immediately notify SANOFI if, at any time during the term of this Agreement, its circumstances, knowledge or awareness changes such that it would not be able to repeat the warranties set out above at the relevant time. RECIPIENT shall keep detailed and up to date books of the account and records of all acts and payments made by it in relation to this Agreement for a minimum period of seven (7) years and at SANOFI request make them available for inspection. RECIPIENT will ensure that such books of account and records are sufficient to enable SANOFI to verify their compliance with this section of the Agreement. Breach by the RECIPIENT of the terms of this Section will be deemed a material breach of this Agreement and SANOFI may immediately terminate this Agreement at any time, with immediate effect and without any opportunity to remedy the breach by the RECIPIENT, by giving notice in writing to the RECIPIENT. The rights to terminate this Agreement under this Section will be without prejudice to any other right or remedy SANOFI may have accrued up to the date of termination. Activity (hereinafter the “Trademarks”). The purposes, format, support and the territory will be agreed from time to time between the Parties in accordance with this Agreement. The use of Trademarks by the RECIPIENT shall be made in accordance with SANOFI’s instructions and directives. In order to ensure that the use of the Trademarks is in compliance with such instructions and directives, RECIPIENT shall send SANOFI, upon SANOFI’s request, the samples of uses allowing SANOFI to verify such compliance. SANOFI shall have the right to withdraw this authorization at any time provided that SANOFI sends a registered mail to the RECIPIENT. Fifteen (15) days after receipt of such registered mail the RECIPIENT shall cease to use Trademarks. If not terminated earlier, this license to use the Trademarks shall cease upon termination of this Agreement.

Anti-Bribery. 3.1 RECIPIENT and SANOFI agree that the arrangements set out in this Agreement do not take effect and are not intended to take effect as an incentive or reward for a person’s 's past, present or future willingness to prescribe, administer, recommend (including formal recommendations), purchase, pay for, reimburse, authorize, approve or supply any product or service sold or provided by SANOFI or as an incentive to grant an interview for any sales or marketing purposes. RECIPIENT warrants, that it will comply with the requirements of all applicable anti-bribery regulations, codes and/or sanctions, both national and foreign, including but not limited to the US Foreign Corrupt Practices Act, the UK Bribery Act and the OECD Convention dated 17th December 1997 (the “"Anti-Bribery Laws”") and; therefore that it has not and will not make, promise or offer to make any payment or transfer anything of value (directly or indirectly) to (i) any individual, (ii) corporation, (iii) association, (iv) partnership, or (v) public body, (including but not limited to any officer or employee of any of the foregoing) who, acting in their official capacity or of their own accord, are in a position to influence, secure or retain any business for (and/or provide any financial or other advantage to) SANOFI by improperly performing a function of a public nature or a business activity with the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining or retaining business. RECIPIENT will immediately notify SANOFI if, at any time during the term of this Agreement, its circumstances, knowledge or awareness changes such that it would not be able to repeat the warranties set out above at the relevant time. RECIPIENT shall keep detailed and up to date books of the account and records of all acts and payments made by it in relation to this Agreement for a minimum period of seven (7) years and at SANOFI request make them available for inspection. RECIPIENT will ensure that such books of account and records are sufficient to enable SANOFI to verify their compliance with this section of the Agreement. . 3.2 Breach by the RECIPIENT of the terms of this Section will be deemed a material breach of this Agreement and SANOFI may immediately terminate this Agreement at any time, with immediate effect and without any opportunity to remedy the breach by the RECIPIENT, by giving notice in writing to the RECIPIENT. . 3.3 The rights to terminate this Agreement under this Section will be without prejudice to any other right or remedy SANOFI may have accrued up to the date of termination.

Anti-Bribery. RECIPIENT and SANOFI agree that Neither the arrangements set out in this Agreement do not take effect and are not intended Company nor any of the Subsidiaries has made any contribution or other payment to take effect as an incentive any official of, or reward for a person’s past, present or future willingness to prescribe, administer, recommend (including formal recommendations), purchase, pay candidate for, reimburseany federal, authorizestate or foreign office in violation of any law. Neither the Company, approve nor any of its Subsidiaries or supply affiliates, nor any product director, officer, agent, employee or service sold other person associated with or provided by SANOFI acting on behalf of the Company, or as an incentive to grant an interview any of its Subsidiaries or affiliates, has (i) used any funds for any sales unlawful contribution, gift, entertainment or marketing purposes. RECIPIENT warrantsother unlawful expense relating to political activity, that it will comply (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the requirements Company does or seeks to do business or to foreign or domestic political parties or campaigns, (iii) violated or is in violation of all any provision of any applicable anti-bribery regulations, codes and/or sanctions, both national and foreign, including but not limited to law or regulation implementing the US OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices ActAct of 1977, as amended (the “FCPA”), the UK U.K. Bribery Act 2010, or any other similar law of any other jurisdiction in which the Company operates its business, including, in each case, the rules and the OECD Convention dated 17th December 1997 regulations thereunder (the “Anti-Bribery Laws”) and; therefore that it has not and will not make, promise or offer to make any payment or transfer anything of value (directly or indirectly) to (i) any individual, (ii) corporation, (iii) association), (iv) partnershiptaken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) public bodyotherwise made any offer, (including but not limited to any officer or employee of any of the foregoing) whobribe, acting in their official capacity or of their own accordrebate, are in a position to influencepayoff, secure or retain any business for (and/or provide any financial or other advantage to) SANOFI by improperly performing a function of a public nature or a business activity with the purpose or effect of public or commercial briberyinfluence payment, acceptance of or acquiescence in extortion, kickbacks unlawful kickback or other unlawful payment; the Company and each of its respective Subsidiaries has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; none of the Company, nor any of its Subsidiaries or improper means affiliates will directly or indirectly use the proceeds of obtaining the Convertible Securities or retaining business. RECIPIENT will immediately notify SANOFI iflend, at contribute or otherwise make available such proceeds to any time during subsidiary, affiliate, joint venture partner or other person or entity for the term purpose of this Agreementfinancing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the Company, its circumstancesSubsidiaries or affiliates, knowledge or awareness changes such that it would not be able any of their respective current or former directors, officers, employees, shareholders, representatives or agents, or other persons acting or purporting to repeat the warranties set out above at the relevant time. RECIPIENT shall keep detailed and up to date books of the account and records of all acts and payments made by it in relation to this Agreement for a minimum period of seven (7) years and at SANOFI request make them available for inspection. RECIPIENT will ensure that such books of account and records are sufficient to enable SANOFI to verify act on their compliance with this section of the Agreement. Breach by the RECIPIENT of the terms of this Section will be deemed a material breach of this Agreement and SANOFI may immediately terminate this Agreement at any time, with immediate effect and without any opportunity to remedy the breach by the RECIPIENT, by giving notice in writing to the RECIPIENT. The rights to terminate this Agreement under this Section will be without prejudice to any other right or remedy SANOFI may have accrued up to the date of terminationbehalf.

Anti-Bribery. RECIPIENT CONSULTANT and SANOFI agree that the arrangements set out in this Agreement do not take effect and are not intended to take effect as an incentive or reward for a person’s past, present or future willingness to prescribe, administer, recommend (including formal formulary recommendations), purchase, pay for, reimburse, authorize, approve or supply any product or service sold or provided by SANOFI or as an incentive to grant an interview for any sales or marketing purposes. RECIPIENT CONSULTANT warrants, that it will comply with the requirements of all applicable anti-bribery regulations, codes and/or sanctions, both national and foreign, including but not limited to the US Foreign Corrupt Practices Act, the UK Bribery Act and the OECD Convention dated 17th December 1997 (the “Anti-Bribery Laws”) and; therefore that it has not and will not make, promise or offer to make any payment or transfer anything of value (directly or indirectly) to (i) any individual, (ii) corporation, (iii) association, (iv) partnership, or (v) public body, (including but not limited to any officer or employee of any of the foregoing) who, acting in their official capacity or of their own accord, are in a position to influence, secure or retain any business for (and/or provide any financial or other advantage to) SANOFI by improperly performing a function of a public nature or a business activity with the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining or retaining business. RECIPIENT CONSULTANT will immediately notify SANOFI if, at any time during the term of this Agreement, its circumstances, knowledge or awareness changes such that it would not be able to repeat the warranties set out above at the relevant time. RECIPIENT CONSULTANT shall keep detailed and up to date books of the account and records of all acts and payments made by it in relation to this Agreement for a minimum period of seven (7) years and at SANOFI request make them available for inspection. RECIPIENT CONSULTANT will ensure that such books of account and records are sufficient to enable SANOFI to verify their compliance with this section of the Agreement. Breach by the RECIPIENT CONSULTANT of the terms of this Section will be deemed a material breach of this Agreement and SANOFI may immediately terminate this Agreement at any time, with immediate effect and without any opportunity to remedy the breach by the RECIPIENTCONSULTANT, by giving notice in writing to the RECIPIENTCONSULTANT. The rights right to terminate this Agreement under this Section will be without prejudice to any other right or remedy SANOFI may have accrued up to the date of termination.

Anti-Bribery. RECIPIENT Contractor and SANOFI Sanofi agree that the arrangements set out in this Agreement do not take effect and are not intended to take effect as an incentive or reward for a person’s past, present or future willingness to prescribe, administer, recommend (including formal recommendations), purchase, pay for, reimburse, authorize, approve or supply any product or service sold or provided by SANOFI Sanofi or as an incentive to grant an interview for any sales or marketing purposes. RECIPIENT Contractor warrants, that it will comply with the requirements of all applicable anti-bribery regulations, codes and/or sanctions, both national and foreign, including but not limited to the US Foreign Corrupt Practices Act, the UK Bribery Act and the OECD Convention dated 17th December 1997 (the “Anti-Bribery Laws”) and; therefore that it has not and will not make, promise or offer to make any payment or transfer anything of value (directly or indirectly) to (i) any individual, (ii) corporation, (iii) association, (iv) partnership, or (v) public body, (including but not limited to any officer or employee of any of the foregoing) who, acting in their official capacity or of their own accord, are in a position to influence, secure or retain any business for (and/or provide any financial or other advantage to) SANOFI Sanofi by improperly performing a function of a public nature or a business activity with the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining or retaining business. RECIPIENT Contractor will immediately notify SANOFI Sanofi if, at any time during the term of this Agreement, its circumstances, knowledge or awareness changes such that it would not be able to repeat the warranties set out above at the relevant time. RECIPIENT Contractor shall keep detailed and up to date books of the account and records of all acts and payments made by it in relation to this Agreement for a minimum period of seven (7) years and at SANOFI Sanofi request make them available for inspection. RECIPIENT Contractor will ensure that such books of account and records are sufficient to enable SANOFI Sanofi to verify their compliance with this section of the Agreement. Breach by the RECIPIENT of the terms of this Section will be deemed a material breach of this Agreement and SANOFI may immediately terminate this Agreement at any time, with immediate effect and without any opportunity to remedy the breach by the RECIPIENT, by giving notice in writing to the RECIPIENT. The rights to terminate this Agreement under this Section will be without prejudice to any other right or remedy SANOFI may have accrued up to the date of termination.

Anti-Bribery. RECIPIENT and SANOFI agree that the arrangements set out in this Agreement do not take effect and are not intended to take effect as an incentive or reward for a person’s past, present or future willingness to prescribe, administer, recommend 12.1 The Reseller shall: (including formal recommendations), purchase, pay for, reimburse, authorize, approve or supply any product or service sold or provided by SANOFI or as an incentive to grant an interview for any sales or marketing purposes. RECIPIENT warrants, that it will a) comply with the requirements of all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption or any similar laws, regulations, codes and/or sanctions, both national code and foreignsanctions in any relevant jurisdiction, including but not limited to the US U.S. Foreign Corrupt Practices ActAct (Relevant Requirements); (b) not engage in any activity, practice or conduct which would constitute an offense under the U.S. Foreign Corrupt Practices Act or under sections 1, 2 or 6 of the UK Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK; (c) have and shall maintain in place throughout the OECD Convention dated 17th December 1997 (the “Anti-Bribery Laws”) and; therefore that it has not term of this Agreement its own policies and will not makeprocedures, promise or offer to make any payment or transfer anything of value (directly or indirectly) to (i) any individual, (ii) corporation, (iii) association, (iv) partnership, or (v) public body, (including but not limited to adequate procedures to ensure compliance with the Relevant Requirements and clause 12.1(b) and will enforce them where appropriate; (d) promptly report to CloudM any request or demand for any undue financial or other advantage of any kind received by the Reseller in connection with the performance of this Agreement; and (e) immediately notify CloudM (in writing) if a foreign public official becomes an officer or employee of the Reseller (and the Reseller warrants that it has no foreign public officials as officers or employees or direct or indirect owners at the date of this Agreement). 12.2 Without prejudice to clause 12.1 the Reseller shall ensure that any person associated with the Reseller who is performing services in connection with this Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Reseller in this clause 12 (Relevant Terms). The Reseller shall in all circumstances be responsible for the observance and performance by such persons of the Relevant Terms, and shall in all circumstances be directly liable to CloudM for any breach by such persons of any of the foregoing) who, acting in their official capacity or of their own accord, are in a position to influence, secure or retain any business for (and/or provide any financial or other advantage to) SANOFI by improperly performing a function of a public nature or a business activity with the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining or retaining business. RECIPIENT will immediately notify SANOFI if, at any time during the term Relevant Terms howsoever arising. 12.3 Breach of this Agreement, its circumstances, knowledge or awareness changes such that it would not be able to repeat the warranties set out above at the relevant time. RECIPIENT clause 12 shall keep detailed and up to date books of the account and records of all acts and payments made by it in relation to this Agreement for a minimum period of seven (7) years and at SANOFI request make them available for inspection. RECIPIENT will ensure that such books of account and records are sufficient to enable SANOFI to verify their compliance with this section of the Agreement. Breach by the RECIPIENT of the terms of this Section will be deemed a material breach breach, which is not capable of being remedied, under clause 18.3(a). 12.4 For the purpose of this Agreement clause 12, the meaning of adequate procedures and SANOFI may immediately terminate foreign public official and whether a person is associated with another person shall be determined in accordance with any Relevant Requirements. For the purposes of this Agreement at clause 12 a person associated with the Reseller includes any time, with immediate effect and without any opportunity to remedy subcontractor of the breach by the RECIPIENT, by giving notice in writing to the RECIPIENT. The rights to terminate this Agreement under this Section will be without prejudice to any other right or remedy SANOFI may have accrued up to the date of terminationReseller.

Anti-Bribery. RECIPIENT and SANOFI The Parties agree that the arrangements set out in this Agreement do not take effect and are not intended to take effect as an incentive or reward for a person’s past, present or future willingness to prescribe, administer, recommend (including formal recommendations), purchase, pay for, reimburse, authorize, approve or supply any product or service sold or provided by SANOFI one of the Parties or as an incentive to grant an interview for any sales or marketing purposes. RECIPIENT warrantsEach Party warrants to the others, that it will comply with the requirements of all applicable anti-bribery regulations, codes and/or sanctions, both national and foreign, including but not limited to the US Foreign Corrupt Practices Act, the UK Bribery Act and the OECD Convention dated 17th December 1997 (the “Anti-Bribery Laws”) and; therefore that it has not and will not make, promise or offer to make any payment or transfer anything of value (directly or indirectly) to (i) any individual, (ii) corporation, (iii) association, (iv) partnership, or (v) public body, (including but not limited to any officer or employee of any of the foregoing) who, acting in their official capacity or of their own accord, are in a position to influence, secure or retain any business for (and/or provide any financial or other advantage to) SANOFI a Party by improperly performing a function of a public nature or a business activity with the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining or retaining business. RECIPIENT Each Party will immediately notify SANOFI the other if, at any time during the term of this Agreement, its circumstances, knowledge or awareness changes such that it would not be able to repeat the warranties set out above at the relevant time. RECIPIENT The Parties shall keep detailed and up to date books of the account and records of all acts and payments made by it in relation to this Agreement for a minimum period of seven (7) years and at SANOFI request make them available to the other Parties for inspection. RECIPIENT Each Party will ensure that such books of account and records are sufficient to enable SANOFI to verify verification of their compliance with this section of the Agreement. Breach by the RECIPIENT a Party of the terms of this Section section will be deemed a material breach of this Agreement and SANOFI any other Party may immediately terminate this Agreement at any time, time by giving notice in writing to the Party at Breach with immediate effect and without any opportunity to allow the Party at breach to remedy the breach by the RECIPIENT, by giving notice in writing to the RECIPIENT. The rights to terminate this Agreement under this Section will be without prejudice to any other right or remedy SANOFI may have accrued up to the date of terminationsuch breach.

Anti-Bribery. RECIPIENT and SANOFI agree that the arrangements set out in this Agreement do not take effect and are not intended to take effect as an incentive or reward for a person’s past, present or future willingness to prescribe, administer, recommend Reseller shall: (including formal recommendations), purchase, pay for, reimburse, authorize, approve or supply any product or service sold or provided by SANOFI or as an incentive to grant an interview for any sales or marketing purposes. RECIPIENT warrants, that it will i) comply with the requirements of all applicable laws, statutes, regulations and codes relating to anti-bribery regulations, codes and/or sanctions, both national and foreign, anti-corruption including but not limited to the US Foreign Corrupt Practices Act, Act and the UK Bribery Act and the OECD Convention dated 17th December 1997 2010 (the “Anti-Bribery LawsRelevant Requirements”) and); therefore that it has not and will not make, promise or offer to make any payment or transfer anything of value (directly or indirectly) to (i) any individual, (ii) corporationnot engage in any activity, practice or conduct which would violate the Relevant Requirements if such activity, practice or conduct had been carried out in the US or the UK; (iii) association, comply with CybSafe anti-bribery policy annexed to this Agreement in Schedule 1 as CybSafe may update from time to time (Relevant Policies); (iv) partnershiphave and shall maintain in place throughout the term of this Agreement its own policies and procedures, or including adequate procedures under Relevant Requirements, to ensure compliance with the Relevant Requirements, the Relevant Policies, and will enforce them where appropriate; (v) public body, (including but not limited promptly report to CybSafe any officer request or employee of demand for any of the foregoing) who, acting in their official capacity or of their own accord, are in a position to influence, secure or retain any business for (and/or provide any undue financial or other advantage to) SANOFI of any kind received by improperly performing a function of a public nature or a business activity Reseller in connection with the purpose or effect performance of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining or retaining business. RECIPIENT will this Agreement; (vi) immediately notify SANOFI ifCybSafe in writing if a foreign public offcial becomes an offcer or employee of Reseller or acquires a direct or indirect interest in Reseller, and Reseller warrants that it has no foreign public offcials as direct or indirect owners, offcers or employees at any time during the term date of this Agreement; and (vii) within one month of the date of this Agreement, its circumstancesand annually thereafter, knowledge or awareness changes such that it would not be able certify to repeat the warranties set out above at the relevant time. RECIPIENT shall keep detailed and up to date books CybSafe in writing signed by an offcer of the account and records of all acts and payments made by it in relation to this Agreement for a minimum period of seven (7) years and at SANOFI request make them available for inspection. RECIPIENT will ensure that such books of account and records are sufficient to enable SANOFI to verify their Reseller, compliance with this section Section 6 by Reseller and all persons associated with it. Reseller shall provide such supporting evidence of compliance as CybSafe may reasonably request. For the Agreement. Breach by purpose of Section 6, the RECIPIENT meaning of adequate procedures and foreign public offcial and whether a person is associated with another person shall be determined in accordance with the terms of this Section will be deemed a material breach of this Agreement and SANOFI may immediately terminate this Agreement at any time, with immediate effect and without any opportunity to remedy the breach by the RECIPIENT, by giving notice in writing to the RECIPIENT. The rights to terminate this Agreement under this Section will be without prejudice to any other right or remedy SANOFI may have accrued up to the date of terminationRelevant Requirements.