Compliance with Law and Ethical Business Practices Sample Clauses

Compliance with Law and Ethical Business Practices. 2.14.1 Ablynx acknowledges that Merck’s corporate policy requires that Merck’s business must be conducted within the letter and spirit of the law, including the US Foreign Corrupt Practices Act. By signing this Agreement, Ablynx agrees to conduct the activities contemplated herein in a manner which is consistent with both law and good business ethics. 2.14.2 Without limitation of the foregoing, Ablynx warrants that none of its employees, agents, officers or other members of its management are officials, officers, agents, representatives of any government or international public organization. Ablynx shall not make any payment, either directly or indirectly, of money or other assets, including but not limited to the compensation Ablynx derives from this Agreement (hereinafter collectively referred as a “Payment”), to government or political party officials, officials of international public organizations, candidates for public office, or representatives of other businesses or persons acting on behalf of any of the foregoing (hereinafter collectively referred as “Officials”) where such Payment would constitute violation of any Applicable Law. In addition, regardless of legality, Ablynx shall make no Payment either directly or indirectly to Officials if such Payment is for the purpose of influencing decisions or actions with respect to the subject matter of this Agreement or any other aspect of Merck’s business. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 2.14.3 Ablynx acknowledges that no employee of Merck or its Affiliates shall have authority to give any direction, either written or oral, relating to the making of any commitment by Ablynx or its agents to any Third Party in violation of terms of this or any other provisions of this Agreement.
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Compliance with Law and Ethical Business Practices. 2.12.1 Company shall conduct the activities of the Research Program in accordance with all relevant applicable laws, rules and regulations including, without limitation, all current governmental regulatory requirements concerning Good Laboratory Practices. Company shall notify Merck in writing of any deviations from applicable regulatory or legal requirements if Company becomes aware of any such deviation. Company hereby certifies that it has not and will not employ or otherwise use in any capacity the services of any person or entity debarred under Section 21 USC 335a in performing any services hereunder. Company shall notify Merck in writing immediately if any such debarment occurs or comes to its attention, and shall promptly remove any person or entity so disbarred from performing any activity or function or capacity related to the Research Program. Merck shall have the right, in its sole discretion, to terminate this Agreement immediately in the event that Company fails to promptly remove any such persons. 2.12.2 Company acknowledges that Merck’s corporate policy requires that Merck’s business must be conducted within the letter and spirit of the law. By signing this Agreement, Company agrees to conduct the services contemplated herein in an ethical, reasonable and lawful manner. 2.12.3 Specifically, Company warrants that none of its employees, agents, officers or other members of its management are officials, officers, agents, representatives of any government or international public organization. –NOTE: FOR A LIST OF "American institutions of research, public international organizations and designations under the International Immunities Act" SEE Section 316.20 at hxxx://xxx.xxxx.xxx/xxx-bin/retrieveECFR?gp=&SID=d2739abeb6ca1764c5defa8607248f64&n=8y1.0.1.3.68&r=PART&ty=HTML#8:1.0.1.3.68.0.1.14 Company shall not make any payment, either directly or indirectly, of money or other assets, including but not limited to the compensation Company derives from this Agreement (hereinafter collectively referred as a “Payment”), to government or political party officials, officials of international public organizations, candidates for public office, or representatives of other businesses or persons acting on behalf of any of the foregoing (hereinafter collectively referred as “Officials”) where such Payment would constitute violation of any law. In addition regardless of legality, Company shall make no Payment either directly or indirectly to Officials if such P...
Compliance with Law and Ethical Business Practices. In addition to the other representations, warranties and covenants made by each Party elsewhere in this Agreement, each Party (the “Compliant Party”) represents, warrants or covenants, as applicable, to the other Party that during the Term: 7.4.1. from the Effective Date until expiration or termination of this Agreement, it will perform its obligations under this Agreement in compliance with Applicable Laws; 7.4.2. it is, or will be at the applicable time, licensed, registered or qualified under Applicable Law to do business, and has obtained such licenses, consents, authorizations or completed such registrations or made such notifications as may be necessary or required by Applicable Law to provide the goods or services encompassed within this Agreement, and providing such goods or services is not inconsistent with any other obligation of the Compliant Party; 7.4.3. in conducting its activities under this Agreement, it will, will cause its Affiliates to and will use its Commercially Reasonable Efforts to cause other Representatives to comply in all material respects with Applicable Law and accepted pharmaceutical industry business practices, including, to the extent applicable to each Compliant Party and each such Current Licensor, Affiliate and other Representatives, the Federal Food, Drug, and Cosmetic Act (21 U.S.C. § 301, et seq.), the Anti-Kickback Statute (42 U.S.C. § 1320a-7b), Civil Monetary Penalty Statute (42 U.S.C. § 1320a-7a), the False Claims Act (31 U.S.C. § 3729 et seq.), comparable state statutes, the regulations promulgated under all such statutes and the regulations issued by the FDA, consistent with the Compliance Program Guidance for Pharmaceutical Manufacturers published by the Office of Inspector General, U.S. Department of Health and Human Services; 7.4.4. with respect to any Licensed Products, payments or services provided under this Agreement, it has not taken and will not during the Term take any action directly or indirectly to offer, promise or pay, or authorize the offer or payment of, any money or anything of value in order to improperly or corruptly seek to influence any Government Official or any other person in order to gain an improper advantage, and has not accepted, and will not accept in the future such payment; 7.4.5. it complies with the laws and regulations of the countries where it operates, including anti-bribery and anti-corruption laws, accounting and record keeping laws, and laws relating to interactions with h...
Compliance with Law and Ethical Business Practices. Each Party shall conduct the activities of the Research Program and its other activities under this Agreement in accordance with all applicable Laws and good business ethics. Each Party shall notify the other Party in writing of any deviations from applicable Laws relevant to this Agreement of which any of its employees becomes aware. Each Party hereby certifies that it has not and will not employ or otherwise use in any capacity the services of any person or entity debarred under Section 21 USC 335a in performing any activities hereunder. Each Party shall notify the other Party in writing immediately if any such debarment relevant to this Agreement occurs or comes to its attention, and shall promptly remove any person or entity so disbarred from performing any activity or function related to the Research Program. Pfizer shall have the right, in its sole discretion, to terminate this Agreement immediately in the event of any such debarment, which termination shall be deemed a termination for cause.
Compliance with Law and Ethical Business Practices. In addition to the other representations, warranties and covenants made by each Party elsewhere in this Agreement, each Party represents and warrants or covenants and agrees, as applicable, with the other Party that during the Term: (a) it is licensed, registered, or qualified under all Applicable Laws to do business, and has obtained such licenses, consents, authorizations or completed such registrations or made such notifications as may be necessary or required by Applicable Law to provide any products, goods or services encompassed within this Agreement, and providing such products, goods or services is not inconsistent with any other obligation of such Party; (b) in conducting its activities and obligations hereunder, such Party will and will cause its Affiliates and, to the extent of its legal right to do so, use reasonable efforts to cause its other representatives to comply in all material respects with all Applicable Laws and accepted pharmaceutical industry business practices, including, to the extent applicable to such Party and each of its Affiliates and other representatives; (c) to its knowledge with respect to any products, payments or services provided under this Agreement, it has not taken and will not during the Term take any action directly or indirectly to offer, promise or pay, or authorize the offer or payment of, any money or anything of value in order to improperly or corruptly seek to influence any Government Official or any other person in order to gain an improper advantage, and has not accepted, and will not accept in the future, such payment; (d) it complies in all material respects with the laws and regulations of the countries where it operates, including anti-bribery and anti-corruption laws, accounting and record keeping laws, and laws relating to interactions with healthcare professionals or healthcare providers and Government Officials; (e) to its knowledge, it and each of its Affiliates has been and will, for the Term, be in compliance in all material respects with all applicable global trade laws, including those related to import controls, export controls or economic sanctions, and such Party will cause each of its Affiliates to remain in compliance in all material respects with the same during the Term; (f) to its knowledge, except to the extent permissible under United States law, neither it nor any of its Affiliates has, on its own behalf or acting on behalf of any other Person, directly or indirectly engaged with, a...
Compliance with Law and Ethical Business Practices. P53 SHALL COMPLY WITH ALL FEDERAL AND COUNTRY, STATE AND LOCAL LAWS RELATED TO THE MANUFACTURE, DEVELOPMENT, MARKETING AND SELLING OF PRODUCT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING SENTENCE, P53 SHALL NOT PROMOTE PRODUCT IN ANY MANNER IN CONFLICT WITH APPLICABLE LAWS AND REGULATIONS. IN ADDITION, P53 WILL USE REASONABLE EFFORTS TO CAUSE ITS AFFILIATES AND SUBLICENSEES TO COMPLY WITH ALL SUCH LAWS AND TO PROMOTE PRODUCT CONSISTENT WITH THIS SECTION. P53 WILL PROMPTLY TAKE EFFECTIVE ACTION IN THE EVENT IT BELIEVES THAT AN AFFILIATE OR SUBLICENSEE IS NOT COMPLYING WITH THE PRECEDING SENTENCE. 5.3.1 P53 ACKNOWLEDGES THAT MERCK’S CORPORATE POLICY REQUIRES THAT MERCK’S BUSINESS MUST BE CONDUCTED WITHIN THE LETTER AND SPIRIT OF THE LAW. BY SIGNING THIS AGREEMENT, P53 AGREES TO CONDUCT ITS ACTIVITIES HEREIN IN A MANNER WHICH IS CONSISTENT WITH BOTH LAW AND GOOD BUSINESS ETHICS. 5.3.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 3.1, P53 SHALL HOLD IN CONFIDENCE ALL DATA THAT IDENTIFIES OR COULD BE USED TO IDENTIFY AN INDIVIDUAL (“PERSONAL DATA”), EXCEPT AS REQUIRED OR PERMITTED UNDER THIS AGREEMENT, OR TO THE EXTENT NECESSARY TO BE DISCLOSED TO REGULATORY AGENCIES AS PART OF THE REVIEW PROCESS. IN ADDITION, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 3.1, P53 SHALL COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS, AS AMENDED FROM TIME TO TIME, WITH RESPECT TO THE COLLECTION, USE, STORAGE, AND DISCLOSURE OF ANY PERSONAL DATA, INCLUDING WITHOUT LIMITATION, THE U.S. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPAA) AND THE REGULATIONS PROMULGATED THEREUNDER. P53 AGREES TO ENSURE THAT ALL APPROPRIATE TECHNICAL AND ORGANIZATION MEASURES ARE TAKEN TO PROTECT PERSONAL DATA AGAINST LOSS, MISUSE, AND ANY UNAUTHORIZED, ACCIDENTAL, OR UNLAWFUL ACCESS, DISCLOSURE, ALTERATION, OR DESTRUCTION, INCLUDING C Confidential WITHOUT LIMITATION, IMPLEMENTATION AND ENFORCEMENT OF ADMINISTRATIVE, TECHNICAL, AND PHYSICAL SECURITY POLICIES AND PROCEDURES APPLICABLE TO PERSONAL DATA.
Compliance with Law and Ethical Business Practices. 2.11.1 Neither Party shall make any payment, either directly or indirectly, of money or other assets, including but not limited to the compensation such Party derives from this Agreement (hereinafter collectively referred as a “Payment”), to government or political party officials, officials of international public organizations, candidates for public office, or representatives of other businesses or persons acting on behalf of any of the foregoing (hereinafter collectively referred as “Officials”) where such Payment would constitute violation of any law. In addition regardless of legality, neither Party shall make any Payment either directly or indirectly to Officials if such Payment is for the purpose of influencing decisions or actions with respect to the subject matter of this Agreement or any other aspect of such Party’s or the other Party’s business. 2.11.2 Each Party acknowledges that no employee of the other Party or its Affiliates shall have authority to give any direction, either written or oral, relating to the making of any commitment by such Party or its agents to any Third Party in violation of terms of this Section 2.11. 2.11.3 Each Party certifies to the other Party that as of the date of this Agreement its officers and directors have not been in Violation. After the execution of this Agreement, each Party shall notify the other Party in writing immediately if any such Violation occurs or comes to its attention. 2.11.4 Each Party shall indemnify and hold the other Party and any of its Affiliates harmless from and against any and all liabilities (including all costs and reasonable attorneys’ fees associated with defending against such claims) that may arise by reason of the acts or omissions of it or its agents or other Third Parties acting on its behalf which would constitute a violation of this Section 2.11.
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Compliance with Law and Ethical Business Practices. (a) Each Party shall perform its obligations under this Agreement in compliance with the requirements of applicable law, including without limitation, with respect to the Prototype Materials, the applicable provisions of the Tariff Suspension and Trade Act of 2000 and any subsequent amendments. (b) Scynexis acknowledges that Merck’s corporate policy requires that Merck’s business must be conducted within the letter and spirit of the law, including the U.S. Foreign Corrupt Practices Act. By signing this Agreement, Scynexis agrees to conduct the activities contemplated herein in a manner which is consistent with both applicable law and business ethics. (c) Without limitation of the foregoing, Scynexis warrants that none of its employees, agents, officers or other members of its management are officials, officers, agents, representatives of any government or international public organization. Scynexis shall not make any payment, either directly or indirectly, of money or other assets (hereinafter collectively referred as a “Payment”), to government or political party officials, officials of international public organizations, candidates for public office, or representatives of other businesses or persons acting on behalf of any of the foregoing where such Payment would constitute violation of any applicable law.
Compliance with Law and Ethical Business Practices. 2.12.1 Ambrx acknowledges that Merck’s corporate policy requires that Merck’s business must be conducted within the letter and spirit of the law. By signing this Agreement, Ambrx agrees to conduct the services contemplated herein in a manner which is consistent with both law and good business ethics. 2.12.2 Neither Party shall make any payment, either directly or indirectly, of money or other assets, including but not limited to the compensation such Party derives from this Agreement (hereinafter collectively referred as a “Payment”), to government or political party officials, officials of international public organizations, candidates for public office, or representatives of other businesses or persons acting on behalf of any of the foregoing (hereinafter collectively referred as “Officials”) where such Payment would constitute violation of any ***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
Compliance with Law and Ethical Business Practices. 3.14.1 In conducting its activities under this Agreement, each Party shall comply in all material respects with Applicable Law and accepted pharmaceutical industry business practices, including, without limitation, the Federal Food, Drug, and Cosmetic Act (21 U.S.C. § 301, et seq.), the Anti-Kickback Statute (42 U.S.C. § 1320a-7b), Civil Monetary Penalty Statute (42 U.S.C. § 1320a-7a), the False Claims Act (31 U.S.C. § 3729 et seq.), comparable state statutes, the regulations promulgated under all such statutes, and the regulations issued by the FDA. Each Party shall promptly notify the other Party in writing of any material deviations from Applicable Law with respect to activities under this Agreement of which it becomes aware. 3.14.2 Each Party hereby certifies that it has not and will not employ or otherwise use in any capacity the services of any person or entity debarred under Section 21 U.S.C. § 335a in performing any activities under this Agreement. Each Party shall notify the other Party, in writing, immediately if any such debarment occurs or comes to its attention, and shall, with respect to any person or entity so debarred, promptly remove such person or entity from performing any further activities under this Agreement. 3.14.3 No Party shall, or shall be required to, undertake any activity under or in connection with this Agreement which violates any Applicable Law.
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