Common use of FCPA and Anti-Corruption Clause in Contracts

FCPA and Anti-Corruption. Except for those matters which, individually or in the aggregate, have not had and would not reasonably be expected to result in material liability to Covidien or any of its Subsidiaries: (i) neither Covidien nor any Covidien Subsidiary, nor any director, manager or employee of Covidien or any Covidien Subsidiary has in the last five years, in connection with the business of Covidien or any Covidien Subsidiary, itself or, to Covidien’s knowledge, any of its agents, representatives, sales intermediaries, or any other third party, in each case, acting on behalf of Covidien or any Covidien Subsidiary, taken any action in violation of the FCPA, since July 1, 2011 only, the Bribery Act, or other applicable Bribery Legislation (in each case to the extent applicable); (ii) neither Covidien nor any Covidien Subsidiary, nor any director, manager or employee of Covidien or any Covidien Subsidiary, are, or in the past five 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 Covidien or any Covidien Subsidiary in any way relating to applicable Bribery Legislation, including the FCPA and, since July 1, 2011 only, the Bribery Act; (iii) Covidien and every 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 Covidien and every Covidien Subsidiary as required by the FCPA in all material respects; (iv) Covidien and every Covidien Subsidiary 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 Covidien or any Covidien 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 result in material liability to Covidien or any of its Subsidiarieshave a Warner Chilcott Material Adverse Effect: (i) neither Covidien Warner Chilcott nor any Covidien Warner Chilcott Subsidiary, nor any director, manager or employee of Covidien Warner Chilcott or any Covidien Warner Chilcott Subsidiary has in the last five (5) years, in connection with the business of Covidien Warner Chilcott or any Covidien Warner Chilcott Subsidiary, itself or, to CovidienWarner Chilcott’s knowledge, any of its agents, representatives, sales intermediaries, or any other third party, in each case, acting on behalf of Covidien Warner Chilcott or any Covidien Warner Chilcott 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 Covidien Warner Chilcott nor any Covidien Warner Chilcott Subsidiary, nor any director, manager or employee of Covidien Warner Chilcott or any Covidien 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 Covidien Warner Chilcott or any Covidien Warner Chilcott 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) Covidien Warner Chilcott and every Covidien 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 Covidien Warner Chilcott and every Covidien Warner Chilcott Subsidiary as required by the FCPA in all material respects; (iv) Covidien Warner Chilcott and every Covidien Warner Chilcott Subsidiary has have 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 Covidien Warner Chilcott or any Covidien Warner Chilcott Subsidiary is a Government Official.