Common use of FCPA and Anti-Corruption Clause in Contracts

FCPA and Anti-Corruption. Except for those matters which, individually or in the aggregate, would not reasonably be expected to have a Warner Chilcott Material Adverse Effect: (i) neither Warner Chilcott nor any Warner Chilcott Subsidiary, nor any director, manager or employee of Warner Chilcott or any Warner Chilcott Subsidiary has in the last five (5) years, in connection with the business of Warner Chilcott or any Warner Chilcott Subsidiary, itself or, to Warner Chilcott’s knowledge, any of its agents, representatives, sales intermediaries, or any other third party, in each case, acting on behalf of Warner Chilcott or any Warner Chilcott Subsidiary, taken any action in violation of the FCPA, since 1 July 2011 the Bribery Act, or other applicable Bribery Legislation (in each case to the extent applicable); (ii) neither Warner Chilcott nor any Warner Chilcott Subsidiary, nor any director, manager or employee of Warner Chilcott or any Warner Chilcott Subsidiary, are, or in the past five (5) years have been, subject to any actual, pending, or threatened civil, criminal, or administrative actions, suits, demands, claims, hearings, notices of violation, investigations, proceedings, demand letters, settlements, or enforcement actions, or made any voluntary disclosures to any Relevant Authority, involving Warner Chilcott or any Warner Chilcott Subsidiary in any way relating to applicable Bribery Legislation, including the FCPA and since 1 July 2011 only the Bribery Act; (iii) Warner Chilcott and every Warner Chilcott Subsidiary have made and kept books and records, accounts and other records, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Warner Chilcott and every Warner Chilcott Subsidiary as required by the FCPA in all material respects; (iv) Warner Chilcott and every Warner Chilcott Subsidiary have instituted policies and procedures designed to ensure compliance with the FCPA and other applicable Bribery Legislation and maintain such policies and procedures in force; and (v) no officer, director, or employee of Warner Chilcott or any Warner Chilcott Subsidiary is a Government Official.

FCPA and Anti-Corruption. Except for those matters which, individually or in the aggregate, have not had and would not reasonably be expected to have a Warner Chilcott Material Adverse Effectresult in material liability to Covidien or any of its Subsidiaries: (i) neither Warner Chilcott Covidien nor any Warner Chilcott Covidien Subsidiary, nor any director, manager or employee of Warner Chilcott Covidien or any Warner Chilcott Covidien Subsidiary has in the last five (5) years, in connection with the business of Warner Chilcott Covidien or any Warner Chilcott Covidien Subsidiary, itself or, to Warner ChilcottCovidien’s knowledge, any of its agents, representatives, sales intermediaries, or any other third party, in each case, acting on behalf of Warner Chilcott Covidien or any Warner Chilcott Covidien Subsidiary, taken any action in violation of the FCPA, since 1 July 1, 2011 only, the Bribery Act, or other applicable Bribery Legislation (in each case to the extent applicable); (ii) neither Warner Chilcott Covidien nor any Warner Chilcott Covidien Subsidiary, nor any director, manager or employee of Warner Chilcott Covidien or any Warner Chilcott Covidien Subsidiary, are, or in the past five (5) years have been, subject to any actual, pending, or threatened civil, criminal, or administrative actions, suits, demands, claims, hearings, notices of violation, investigations, proceedings, demand letters, settlements, or enforcement actions, or made any voluntary disclosures to any Relevant Authority, involving Warner Chilcott Covidien or any Warner Chilcott Covidien Subsidiary in any way relating to applicable Bribery Legislation, including the FCPA and and, since 1 July 1, 2011 only only, the Bribery Act; (iii) Warner Chilcott Covidien and every Warner Chilcott Covidien Subsidiary have made and kept books and records, accounts and other records, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Warner Chilcott Covidien and every Warner Chilcott Covidien Subsidiary as required by the FCPA in all material respects; (iv) Warner Chilcott Covidien and every Warner Chilcott Covidien Subsidiary have has instituted policies and procedures reasonably designed to ensure compliance with the FCPA and other applicable Bribery Legislation and maintain such policies and procedures in force; and (v) no officer, director, or employee of Warner Chilcott Covidien or any Warner Chilcott Covidien Subsidiary is a Government Official.