Common use of Compliance with Law and Ethical Business Practices Clause in Contracts

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 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. 2.12.4 Company 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 Company or its agents to any Third Party in violation of terms of this or any other provisions of this Agreement. 2.12.5 Company certifies to Merck that as of the date of this Agreement that Company has screened itself, and its officers, directors and employees against the Exclusions Lists and that it has informed Merck whether Company, or any of its officers or directors has been in Violation. After the execution of this Agreement, Company shall notify Merck in writing immediately if any such Violation occurs or comes to its attention. 2.12.6 Company’s failure to abide by the provisions of Section 2.12 shall be deemed a material breach of this Agreement. In the event that Company fails to cure such failure within the time specified in Section 8.3.1(a) after being notified by Merck of such failure, Merck may in such case and with immediate effect terminate this Agreement at its sole discretion upon written notice to Company and without prejudice to any other remedies that may be available to Merck. 2.12.7 Company shall indemnify and hold Merck 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 negligent or willful acts or omissions of Company or its agents which would constitute a violation of Section 2.12. 2.12.8 Company shall indemnify and hold Merck 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 careless, negligent or willful acts or omissions of Third Parties acting on Company’s behalf which would constitute a violation of Section 2.12. [***]

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 xxxx://xxx.xxxx.xxx/cgi-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 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. 2.12.4 Company 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 Company or its agents to any Third Party in violation of terms of this or any other provisions of this Agreement. 2.12.5 Company certifies to Merck that as of the date of this Agreement that Company has screened itself, and its officers, directors and employees against the Exclusions Lists and that it has informed Merck whether Company, or any of its officers or directors has been in Violation. After the execution of this Agreement, Company shall notify Merck in writing immediately if any such Violation occurs or comes to its attention. 2.12.6 Company’s failure to abide by the provisions of Section 2.12 shall be deemed a material breach of this Agreement. In the event that Company fails to cure such failure within the time specified in Section 8.3.1(a) after being notified by Merck of such failure, Merck may in such case and with immediate effect terminate this Agreement at its sole discretion upon written notice to Company and without prejudice to any other remedies that may be available to Merck. 2.12.7 Company shall indemnify and hold Merck 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 negligent or willful acts or omissions of Company or its agents which would constitute a violation of Section 2.12. 2.12.8 Company shall indemnify and hold Merck 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 careless, negligent or willful acts or omissions of Third Parties acting on Company’s behalf which would constitute a violation of Section 2.12. [***]

Compliance with Law and Ethical Business Practices. 2.12.1 Company 2.15.1 Each Party and its Affiliates shall conduct the activities of the Research Program in accordance with all relevant applicable laws, rules and regulations including, without limitation, including all current governmental regulatory requirements concerning Good Laboratory Practices and Good Manufacturing Practices, as applicable. Company Each Party shall notify Merck the other Party in writing of any deviations from applicable regulatory or legal requirements if Company becomes aware of any such deviationrequirements. Company Each Party and its Affiliates hereby certifies certify that it has not and will not knowingly employ or otherwise use in any capacity the services of any person or entity debarred under Section 21 USC 335a in performing any services activities with respect to the Research Program, Collaboration Candidates or Licensed Products hereunder. Company Each Party shall notify Merck the other Party 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 activities under the Research Programs, or function or capacity related to the Research ProgramPrograms. Merck Each Party shall have the right, in its sole discretion, to terminate this Agreement immediately in the event that Company fails to promptly remove of any such personsdebarment with respect to the other Party. 2.12.2 Company 2.15.2 Artiva 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 each Party agrees to that it and its Affiliates will conduct the services activities contemplated herein in an ethical, reasonable a manner which is consistent with both applicable law and lawful mannergood business ethics consistent with industry standards. 2.12.3 2.15.3 Specifically, Company each Party warrants that none of its or its Affiliates’ 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 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. 2.12.4 Company 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 Company or its agents to any Third Party in violation of terms of this or any other provisions of this Agreement. 2.12.5 Company certifies to Merck that as of the date of this Agreement that Company has screened itself, and its officers, directors and employees against the Exclusions Lists and that it has informed Merck whether Company, or any of its officers or directors has been in Violation. After the execution of this Agreement, Company shall notify Merck in writing immediately if any such Violation occurs or comes to its attention. 2.12.6 Company’s failure to abide by the provisions of Section 2.12 shall be deemed a material breach of this Agreement. In the event that Company fails to cure such failure within the time specified in Section 8.3.1(a) after being notified by Merck of such failure, Merck may in such case and with immediate effect terminate this Agreement at its sole discretion upon written notice to Company and without prejudice to any other remedies that may be available to Merck. 2.12.7 Company shall indemnify and hold Merck 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 negligent or willful acts or omissions of Company or its agents which would constitute a violation of Section 2.12. 2.12.8 Company shall indemnify and hold Merck 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 careless, negligent or willful acts or omissions of Third Parties acting on Company’s behalf which would constitute a violation of Section 2.12. 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Compliance with Law and Ethical Business Practices. 2.12.1 Company 2.14.1 The Parties 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 A Party shall notify Merck the other Party in writing of any deviations from applicable regulatory or legal requirements if Company becomes aware of any such deviationrequirements. Company Each Party hereby certifies that it has not in the past [*], and it will not 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 A Party shall notify Merck the other Party in writing immediately if any such debarment occurs or comes to its attention, attention and shall promptly remove any person or entity so disbarred from performing any activity activities under the Research Program 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 2.14.2 Each Party 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 each Party agrees to conduct the services contemplated herein in an ethical, reasonable a manner which is consistent with both law and lawful mannergood business ethics. 2.12.3 2.14.3 Specifically, Company Cocrystal warrants that none of its current 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 Cocrystal shall not make any payment, either directly or indirectly, of money or other assets, including but not limited to the compensation Company Cocrystal 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, and for clarity, shall comply at all times with the federal Physician Sxxx-Xxxxxxxx Xxx, 00 X.X.X. 0000xx, and the regulations promulgated thereunder, similar state physician self-referral laws and regulations, the federal Medicare/Medicaid Anti-kickback Law and regulations promulgated thereunder and similar state Anti-kickback laws and regulations. In addition addition, regardless of legality, Company Cocrystal 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. 2.12.4 Company acknowledges that no employee of Merck or its Affiliates shall have authority to give any direction, either written or oral, relating 2.14.4 Each Party certifies to the making of any commitment by Company or its agents to any Third other Party in violation of terms of this or any other provisions of this Agreement. 2.12.5 Company certifies to Merck that as of the date of this Agreement that Company it has screened itself, and its officers, directors and employees against the Exclusions Lists and that it has informed Merck the other Party whether Companyit, or any of its officers or directors has been in Violation. After the execution of this Agreement, Company each Party shall notify Merck the other Party in writing immediately if any such Violation occurs or comes to its attention. 2.12.6 Company2.14.5 Cocrystal’s failure to abide by the provisions of this Section 2.12 2.14 shall be deemed a material breach of this Agreement. In the event that Company fails to cure such failure within the time specified in Section 8.3.1(a) after being notified by Merck of such failure, Merck may in such case and with immediate effect terminate this Agreement at its sole discretion upon written notice to Company Cocrystal and without prejudice to any other remedies that may be available to Merck. 2.12.7 Company 2.14.6 Each Party shall indemnify and hold Merck the other Party and any of its Affiliates harmless from and against any and all liabilities Liabilities (including all costs and reasonable attorneys’ fees associated with defending against such claims) that may arise by reason of the negligent or willful its acts or omissions of Company or its agents which would constitute a violation of Section 2.12. 2.12.8 Company shall indemnify and hold Merck 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 careless, negligent or willful acts or omissions of other Third Parties acting on Company’s its behalf which would constitute a violation of this Section 2.122.14. [***]The procedure for such indemnification shall be the same as set forth in Section 6.4, which shall apply mutatis mutandis.

Compliance with Law and Ethical Business Practices. 2.12.1 Company 2.11.1 Each Party shall conduct the activities of the Research Program allocated to it under this Agreement in accordance with all relevant applicable laws, rules and regulations including, without limitation, all current governmental regulatory requirements concerning Good Laboratory PracticesPractices where applicable. Company Each Party shall notify Merck the other Party in writing of any material deviations from applicable regulatory or legal requirements if Company becomes aware of any such deviationrequirements. Company Each Party hereby certifies that it (and its Affiliates) has not and will not employ or otherwise use in any capacity the services of any person or entity Person debarred under United States law, including under Section 21 USC 335a 335a, or any foreign equivalent thereof, in performing any services hereunder. Company Each Party shall notify Merck the other Party in writing immediately if any such debarment occurs or comes to its attention, and shall promptly remove any person or entity Person so disbarred from performing any activity activities under the Research Program, 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 of any such persons.debarment by or on behalf of Company. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED 2.12.2 2.11.2 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 perform its activities under the services contemplated herein Research Program in an ethical, reasonable a manner which is consistent with both applicable law and lawful mannergood business ethics. 2.12.3 2.11.3 Specifically, each of Company and Merck 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 Neither Company nor Merck 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 addition, regardless of legality, neither Company nor Merck shall make no 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 Merck’s business. 2.12.4 Company 2.11.4 Each Party acknowledges that no employee of Merck 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 Company such first Party or its agents to any Third Party in violation of terms of this or any other provisions of this Agreement. 2.12.5 2.11.5 Company certifies to Merck that as of the date of this Agreement that Company has screened itself, and its officers, directors and employees against the Exclusions Lists and that it has informed Merck whether Company, or any of its officers or directors has been in Violation. After the execution of this Agreement, Company shall notify Merck in writing immediately if any such Violation occurs or comes to its attention. 2.12.6 Company2.11.6 A Party’s failure to abide by the provisions of this Section 2.12 2.11 shall be deemed a material breach of this Agreement. In the event that Company fails to cure such failure within the time specified in Section 8.3.1(a) after being notified by Merck of such failure, Merck The non-breaching Party may in such case and with immediate effect terminate this Agreement at its sole discretion upon written notice to Company the breaching Party and without prejudice to any other remedies that may be available to Merckthe non-breaching Party. 2.12.7 Company shall indemnify and hold Merck 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 negligent or willful acts or omissions of Company or its agents which would constitute a violation of Section 2.12. 2.12.8 Company shall indemnify and hold Merck 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 careless, negligent or willful acts or omissions of Third Parties acting on Company’s behalf which would constitute a violation of Section 2.12. 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