Common use of Trade Control Laws Clause in Contracts

Trade Control Laws. The Parties shall comply with all applicable economic sanctions and export control laws in the performance of this Agreement, including without limitation the sanctions programs administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) and the Export Administration Regulations (“EAR”) administered by the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”) (collectively “Trade Control Laws”). Licensee represents that neither Licensee nor, to the knowledge of Licensee, any director, officer, employee, or agent of Licensee, is an individual or entity (“Person”) that is, or is fifty percent (50%) or more owned or controlled by Persons that are: (a) the target of any sanctions administered or enforced by the U.S. Government, including by OFAC, or by the governments of Switzerland, the EU, or the United Kingdom (“Sanctions”) or listed on any denied party lists maintained by OFAC, BIS or on the European Union’s Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions, or (b) located, organized or resident in a country or territory that is, or whose government is, the target of Sanctions (including, without limitation, Cuba, Iran, North Korea, Crimea, Venezuela, and Syria) ((a) and (b) collectively, “Sanctions Targets”). Licensee further warrants that in relation to this Agreement it will not, directly or indirectly, use, transfer, sell, donate, lend, contribute or otherwise make available any rights (including intellectual property rights) or Know-How, or the Compound, Product, or Licensed Product, to any Sanctions Target, nor to any Person to engage in any activities or business of or with any Sanctions Target or in any country or territory, that, at the time of such transfer or other transaction, is, or whose government is, the target of Sanctions (including, for the avoidance of doubt, any country listed in Appendix 3) without prior written approval from MPP and Pfizer. Licensee covenants that it shall notify MPP and Pfizer in writing immediately if any of the preceding representations and warranties becomes incorrect during the term of this Agreement. In case of an inaccuracy or breach in the representations, warranties or covenants in this Section 8.4 during the term of this Agreement, MPP shall be entitled to terminate this Agreement immediately and without penalty to MPP. Notwithstanding anything to the contrary in this Agreement, including Appendix 3, the Parties acknowledge that the grant of any rights or Know-How under this Agreement through Pfizer in the Pfizer-MPP Agreement relating to the Compound, Product or Licensed Product for, in, or to the Sanctions Targets require prior authorization, in the form of general licenses, specific licenses, and/or other authorizations, from OFAC and/or BIS. Accordingly, nothing in this Agreement, including Appendix 3 shall be construed as a grant of rights or Know-How under this Agreement with respect to Sanctions Targets. MPP and Licensee shall, to the extent required, comply with applicable Trade Control Laws and shall not cause Pfizer to violate any applicable Trade Control Laws.

Trade Control Laws. (a) The Parties shall comply with all applicable economic sanctions and export control laws in the performance of this Agreement, including without limitation the sanctions programs administered by the U.S. Department of Treasury’s 's Office of Foreign Assets Control (“OFAC”) and the Export Administration Regulations (“EAR”) administered by the U.S. Department of Commerce’s 's Bureau of Industry and Security (“BIS”) (collectively “Trade Control Laws”). Licensee represents that neither Licensee nor, to the knowledge of Licensee, any director, officer, employee, or agent of Licensee, is an individual or entity (“Person”) that is, or is fifty percent (50%) or more owned or controlled by Persons that are: (a) the target of any sanctions administered or enforced by the U.S. Government, including by OFAC, or by the governments of Japan, Switzerland, the EU, or the United Kingdom (“Sanctions”) or listed on any denied party lists maintained by OFAC, BIS or on the European Union’s 's Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions, or (b) located, organized or resident in a country or territory that is, or whose government is, the target of Sanctions (including, without limitation, Cuba, Iran, North Korea, Crimea, Venezuela, and Syria) ((a) and (b) collectively, “Sanctions Targets”). . (b) Licensee further warrants that in relation to this Agreement it will not, directly or indirectly, use, transfer, sell, donate, lend, contribute or otherwise make available any rights (including intellectual property rights) or Know-How, or the Compound, Product, or Licensed Product, to any Sanctions Target, nor to any Person to engage in any activities or business of or with any Sanctions Target or in any country or territory, that, at the time of such transfer or other transaction, is, or whose government is, the target of Sanctions (including, for the avoidance of doubt, any country listed in Appendix 3) without prior written approval from MPP and PfizerShionogi. Licensee covenants that it shall notify MPP and Pfizer Shionogi in writing immediately if any of the preceding representations and warranties becomes incorrect during the term of this Agreement. In case of an inaccuracy or breach in the representations, warranties or covenants in this Section 8.4 during the term of this Agreement, MPP shall be entitled to terminate this Agreement immediately and without penalty to MPP. . (c) Notwithstanding anything to the contrary in this Agreement, including Appendix 3, the Parties acknowledge that the grant of any rights or Know-How under this Agreement through Pfizer Shionogi in the PfizerShionogi-MPP Agreement relating to the Compound, Product Compound or Licensed Product for, in, or to the Sanctions Targets require prior authorization, in the form of general licenses, specific licenses, and/or other authorizations, from OFAC and/or BIS. Accordingly, nothing in this Agreement, including Appendix 3 shall be construed as a grant of rights or Know-How under this Agreement with respect to Sanctions Targets. MPP and Licensee shall, to the extent required, comply with applicable Trade Control Laws and shall not cause Pfizer Shionogi to violate any applicable Trade Control Laws.

Trade Control Laws. The Parties shall comply with all applicable economic sanctions and export control laws in the performance of this Agreement, including without limitation the sanctions programs administered by the U.S. Department of Treasury’s 's Office of Foreign Assets Control (“OFAC”) and the Export Administration Regulations (“EAR”) administered by the U.S. Department of Commerce’s 's Bureau of Industry and Security (“BIS”) (collectively “Trade Control Laws”). Licensee represents that neither Licensee nor, to the knowledge of Licensee, any director, officer, employee, or agent of Licensee, is an individual or entity (“Person”) that is, or is fifty percent (50%) or more owned or controlled by Persons that are: (a) the target of any sanctions administered or enforced by the U.S. Government, including by OFAC, or by the governments of Switzerland, the EU, or the United Kingdom (“Sanctions”) or listed on any denied party lists maintained by OFAC, BIS or on the European Union’s 's Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions, or (b) located, organized or resident in a country or territory that is, or whose government is, the target of Sanctions (including, without limitation, Cuba, Iran, North Korea, Crimea, Venezuela, and Syria) ((a) and (b) collectively, “Sanctions Targets”). Licensee further warrants that in relation to this Agreement it will not, directly or indirectly, use, transfer, sell, donate, lend, contribute or otherwise make available any rights (including intellectual property rights) or Know-How, or the Compound, Product, or Licensed Product, to any Sanctions Target, nor to any Person to engage in any activities or business of or with any Sanctions Target or in any country or territory, that, at the time of such transfer or other transaction, is, or whose government is, the target of Sanctions (including, for the avoidance of doubt, any country listed in Appendix 3) without prior written approval from MPP and Pfizer. Licensee covenants that it shall notify MPP and Pfizer in writing immediately if any of the preceding representations and warranties becomes incorrect during the term of this Agreement. In case of an inaccuracy or breach in the representations, warranties or covenants in this Section 8.4 during the term of this Agreement, MPP shall be entitled to terminate this Agreement immediately and without penalty to MPP. Notwithstanding anything to the contrary in this Agreement, including Appendix 3, the Parties acknowledge that the grant of any rights or Know-How under this Agreement through Pfizer in the Pfizer-MPP Agreement relating to the Compound, Product or Licensed Product for, in, or to the Sanctions Targets require prior authorization, in the form of general licenses, specific licenses, and/or other authorizations, from OFAC and/or BIS. Accordingly, nothing in this Agreement, including Appendix 3 shall be construed as a grant of rights or Know-How under this Agreement with respect to Sanctions Targets. MPP and Licensee shall, to the extent required, comply with applicable Trade Control Laws and shall not cause Pfizer to violate any applicable Trade Control Laws.

Trade Control Laws. The Parties shall comply with all applicable economic sanctions and export control laws in the performance of this Agreement, including without limitation the sanctions programs administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) and the Export Administration Regulations (“EAR”) administered by the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”) (collectively “Trade Control Laws”). Licensee MPP represents that neither Licensee MPP nor, to the knowledge of LicenseeMPP, any director, officer, employee, or agent of LicenseeMPP, is an individual or entity (“Person”) that is, or is fifty percent (50%) or more owned or controlled by Persons that are: (a) the target of any sanctions administered or enforced by the U.S. Government, including by OFAC, or by the governments of Switzerland, the EU, or the United Kingdom (“Sanctions”) or listed on any denied party lists maintained by OFAC, BIS or on the European Union’s Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions, or (b) located, organized or resident in a country or territory that is, or whose government is, the target of Sanctions (including, without limitation, Cuba, Iran, North Korea, Crimea, Venezuela, and Syria) ((a) and (b) collectively, “Sanctions Targets”). Licensee MPP further warrants that in relation to this Agreement it will not, directly or indirectly, sublicense, use, transfer, sell, donate, lend, contribute or otherwise make available any rights (including intellectual property rights) or Know-How, or the Compound, Product, or Licensed Product, to any Sanctions Target, nor to any Person to engage in any activities or business of or with any Sanctions Target or in any country or territory, that, at the time of such transfer or other transaction, is, or whose government Government is, the target of Sanctions (including, for the avoidance of doubt, any country listed in Appendix 3Exhibit C) without prior written approval from MPP and Pfizer. Licensee MPP covenants that it shall notify MPP and Pfizer in writing immediately if any of the preceding representations and warranties becomes incorrect during the term of this Agreement. In case of an inaccuracy in, or breach in of, the representations, warranties or covenants in this Section 8.4 4.8 during the term of this Agreement, MPP Pfizer shall be entitled to terminate this Agreement immediately and without penalty to MPPPfizer. Notwithstanding anything to the contrary in this Agreement, including Appendix 3Exhibit C, the Parties acknowledge that the grant of any rights or Know-How by Pfizer under this Agreement through Pfizer in the Pfizer-MPP Agreement relating to the Compound, Product or Licensed Product for, in, or to the Sanctions Targets require prior authorization, in the form of general licenses, specific licenses, and/or other authorizations, from OFAC and/or BIS. Accordingly, nothing in this Agreement, including Appendix 3 Exhibit C, shall be construed as a grant of rights or Know-How under this Agreement with respect to Sanctions Targets. MPP shall and Licensee shall ensure that the Sublicensees shall, to the extent required, comply with applicable Trade Control Laws and shall not cause Pfizer to violate any applicable Trade Control Laws.

Trade Control Laws. The Parties shall comply with all applicable economic sanctions and export control laws in the performance of this Agreement, including without limitation the sanctions programs administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) and the Export Administration Regulations (“EAR”) administered by the U.S. Department of Commerce’s ’ s Bureau of Industry and Security (“BIS”) (collectively “Trade Control Laws”). Licensee represents that neither Licensee nor, to the knowledge of Licensee, any director, officer, employee, or agent of Licensee, is an individual or entity (“Person”) that is, or is fifty percent (50%) or more owned or controlled by Persons that are: (( a) the target of any sanctions administered or enforced by the U.S. Government, including by OFAC, or by the governments of Switzerland, the EU, or the United Kingdom (“Sanctions”) or listed on any denied party lists maintained by OFAC, BIS or on the European Union’s Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions, or (b) located, organized or resident in a country or territory that is, or whose government is, the target of Sanctions (including, without limitation, Cuba, Iran, North Korea, Crimea, Venezuela, and Syria) ((a) and (b) collectively, “Sanctions Targets”). Licensee further warrants that in relation to this Agreement it will not, directly or indirectly, use, transfer, sell, donate, lend, contribute or otherwise make available any rights (including intellectual property rights) or Know-How, or the Compound, Product, or Licensed Product, to any Sanctions Target, nor to any Person to engage in any activities or business of or with any Sanctions Target or in any country or territory, that, at the time of such transfer or other transaction, is, or whose government is, the target of Sanctions (including, for the avoidance of doubt, any country listed in Appendix 3) without prior written approval from MPP and Pfizer. Licensee covenants that it shall notify MPP and Pfizer in writing immediately if any of the preceding representations and warranties becomes incorrect during the term of this Agreement. In case of an inaccuracy or breach in the representations, warranties or covenants in this Section 8.4 during the term of this Agreement, MPP shall be entitled to terminate this Agreement immediately and without penalty to MPP. Notwithstanding anything to the contrary in this Agreement, including Appendix 33 , the Parties acknowledge that the grant of any rights or Know-How under this Agreement through Pfizer in the Pfizer-MPP Agreement relating to the Compound, Product or Licensed Product for, in, or to the Sanctions Targets require prior authorization, in the form of general licenses, specific licenses, and/or other authorizations, from OFAC and/or BIS. Accordingly, nothing in this Agreement, including Appendix 3 shall be construed as a grant of rights or Know-Know- How under this Agreement with respect to Sanctions Targets. MPP and Licensee shall, to the extent required, comply with applicable Trade Control Laws and shall not cause Pfizer to violate any applicable Trade Control Laws.

Trade Control Laws. ‌ ( a) The Parties shall comply with all applicable economic sanctions and export control laws in the performance of this Agreement, including without limitation the sanctions programs administered by the U.S. Department of Treasury’s 's Office of Foreign Assets Control (“OFAC”) and the Export Administration Regulations (“EAR”) administered by the U.S. Department of Commerce’s 's Bureau of Industry and Security (“( BIS”) (( collectively “Trade Control Laws”)) . Licensee represents that neither Licensee nor, to the knowledge of Licensee, any director, officer, employee, or agent of Licensee, is an individual or entity (“Person”) that is, or is fifty percent (50%) or more owned or controlled by Persons that are: (a) the target of any sanctions administered or enforced by the U.S. Government, including by OFAC, or by the governments of Japan, Switzerland, the EU, or the United Kingdom (“Sanctions”) or listed on any denied party lists maintained by OFAC, BIS or on the European Union’s 's Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions, or (b) located, organized or resident in a country or territory that is, or whose government is, the target of Sanctions (including, without limitation, Cuba, Iran, North Korea, Crimea, Venezuela, and Syria) ((a) and (b) collectively, “Sanctions Targets”). . ( b) Licensee further warrants that in relation to this Agreement it will not, directly or indirectly, use, transfer, sell, donate, lend, contribute or otherwise make available any rights (including intellectual property rights) or Know-How, or the Compound, Product, or Licensed Product, to any Sanctions Target, nor to any Person to engage in any activities or business of or with any Sanctions Target or in any country or territory, that, at the time of such transfer or other transaction, is, or whose government is, the target of Sanctions (including, for the avoidance of doubt, any country listed in Appendix 3) without prior written approval from MPP and PfizerShionogi. Licensee covenants that it shall notify MPP and Pfizer Shionogi in writing immediately if any of the preceding representations and warranties becomes incorrect during the term of this Agreement. In case of an inaccuracy or breach in the representations, warranties or covenants in this Section 8.4 during 8.4during the term of this Agreement, MPP shall be entitled to terminate this Agreement immediately and without penalty to MPP. Notwithstanding anything to the contrary in this Agreement, including Appendix 3, the Parties acknowledge that the grant of any rights or Know-How under this Agreement through Pfizer in the Pfizer-MPP Agreement relating to the Compound, Product or Licensed Product for, in, or to the Sanctions Targets require prior authorization, in the form of general licenses, specific licenses, and/or other authorizations, from OFAC and/or BIS. Accordingly, nothing in this Agreement, including Appendix 3 shall be construed as a grant of rights or Know-How under this Agreement with respect to Sanctions Targets. MPP and Licensee shall, to the extent required, comply with applicable Trade Control Laws and shall not cause Pfizer to violate any applicable Trade Control Laws.

Trade Control Laws. The Parties shall comply with all applicable economic sanctions and export control laws in the performance of this Agreement, including without limitation the sanctions programs administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) and the Export Export‌ Administration Regulations (“EAR”) administered by the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”) (collectively “Trade Control Laws”). Licensee represents that neither Licensee nor, to the knowledge of Licensee, any director, officer, employee, or agent of Licensee, is an individual or entity (“Person”) that is, or is fifty percent (50%) or more owned or controlled by Persons that are: (a) the target of any sanctions administered or enforced by the U.S. Government, including by OFAC, or by the governments of Switzerland, the EU, or the United Kingdom (“Sanctions”) or listed on any denied party lists maintained by OFAC, BIS or on the European Union’s Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions, or (b) located, organized or resident in a country or territory that is, or whose government is, the target of Sanctions (including, without limitation, Cuba, Iran, North Korea, Crimea, Venezuela, and Syria) ((a) and (b) collectively, “Sanctions Targets”). Licensee further warrants that in relation to this Agreement it will not, directly or indirectly, use, transfer, sell, donate, lend, contribute or otherwise make available any rights (including intellectual property rights) or Know-How, or the Compound, Product, or Licensed Product, to any Sanctions Target, nor to any Person to engage in any activities or business of or with any Sanctions Target or in any country or territory, that, at the time of such transfer or other transaction, is, or whose government is, the target of Sanctions (including, for the avoidance of doubt, any country listed in Appendix 3) without prior written approval from MPP and Pfizer. Licensee covenants that it shall notify MPP and Pfizer in writing immediately if any of the preceding representations and warranties becomes incorrect during the term of this Agreement. In case of an inaccuracy or breach in the representations, warranties or covenants in this Section 8.4 during the term of this Agreement, MPP shall be entitled to terminate this Agreement immediately and without penalty to MPP. Notwithstanding anything to the contrary in this Agreement, including Appendix 3, the Parties acknowledge that the grant of any rights or Know-How under this Agreement through Pfizer in the Pfizer-MPP Agreement relating to the Compound, Product or Licensed Product for, in, or to the Sanctions Targets require prior authorization, in the form of general licenses, specific licenses, and/or other authorizations, from OFAC and/or BIS. Accordingly, nothing in this Agreement, including Appendix 3 shall be construed as a grant of rights or Know-How under this Agreement with respect to Sanctions Targets. MPP and Licensee shall, to the extent required, comply with applicable Trade Control Laws and shall not cause Pfizer to violate any applicable Trade Control Laws.