Common use of Anti-Bribery Clause in Contracts

Anti-Bribery. RECIPIENT and SANOFI agree that the arrangements set out in this Agreement do not take effect and are not intended to take effect as an incentive or reward for a person’s past, present or future willingness to prescribe, administer, recommend (including formal recommendations), purchase, pay for, reimburse, authorize, approve or supply any product or service sold or provided by SANOFI or as an incentive to grant an interview for any sales or marketing purposes. RECIPIENT warrants, that it will comply with the requirements of all applicable anti-bribery regulations, codes and/or sanctions, both national and foreign, including but not limited to the US Foreign Corrupt Practices Act, the UK Bribery Act and the OECD Convention dated 17th December 1997 (the “Anti-Bribery Laws”) and; therefore that it has not and will not make, promise or offer to make any payment or transfer anything of value (directly or indirectly) to (i) any individual, (ii) corporation, (iii) association, (iv) partnership, or (v) public body, (including but not limited to any officer or employee of any of the foregoing) who, acting in their official capacity or of their own accord, are in a position to influence, secure or retain any business for (and/or provide any financial or other advantage to) SANOFI by improperly performing a function of a public nature or a business activity with the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining or retaining business. RECIPIENT will immediately notify SANOFI if, at any time during the term of this Agreement, its circumstances, knowledge or awareness changes such that it would not be able to repeat the warranties set out above at the relevant time. RECIPIENT shall keep detailed and up to date books of the account and records of all acts and payments made by it in relation to this Agreement for a minimum period of seven (7) years and at SANOFI request make them available for inspection. RECIPIENT will ensure that such books of account and records are sufficient to enable SANOFI to verify their compliance with this section of the Agreement. Breach by the RECIPIENT of the terms of this Section will be deemed a material breach of this Agreement and SANOFI may immediately terminate this Agreement at any time, with immediate effect and without any opportunity to remedy the breach by the RECIPIENT, by giving notice in writing to the RECIPIENT. The rights to terminate this Agreement under this Section will be without prejudice to any other right or remedy SANOFI may have accrued up to the date of termination.

Anti-Bribery. RECIPIENT and SANOFI agree that (1) In this Section, Anti-Bribery Laws means the arrangements set out in this Agreement do not take effect and are not intended to take effect as an incentive or reward for a person’s pastany anti-corruption, present or future willingness to prescribe, administer, recommend (including formal recommendations), purchase, pay for, reimburse, authorize, approve or supply any product or service sold or provided by SANOFI or as an incentive to grant an interview for any sales or marketing purposes. RECIPIENT warrants, that it will comply with the requirements of all applicable anti-bribery regulationsor anti-kickback laws or regulations of the laws in the country where the Software is being provided (the “Country Laws”), codes the Bribery Act and/or sanctionsthe FCPA; Associated Person means in relation to any entity, both national a person who (by reference to all the relevant circumstances) provides Software for or on that entity's behalf in any capacity and foreignincluding, including but not limited without limitation, employees, agents, subsidiaries, representatives and subcontractors; Bribery Act means the UK Bribery Act 2010 (as amended from time to time); and FCPA means the US Foreign Corrupt Practices ActAct 1977 (as amended from time to time). (2) Customer shall not, and shall procure that its Associated Persons do not, in connection with the UK performance of its obligations under the Contract, engage in any activity which (i) constitutes an offence under Country Laws; (ii) would constitute an offence under the FCPA if it were carried out in the US; or (iii) would constitute an offence under the Bribery Act if it were carried out in the UK. (3) Breach of this Section shall constitute a breach not capable of remedy and, without prejudice to any other remedy, entitle Alaris to terminate the Contract immediately. (4) Customer shall from time to time, at the reasonable request and reasonable cost of Xxxxxx: (i) confirm in writing that it has complied with its obligations under this Section and provide any information reasonably requested by Xxxxxx in support of such compliance; and (ii) permit Alaris to have such access to Customer's books, accounts and records (and to take such copies thereof) as reasonably necessary in order to verify compliance with this Section, and to meet with Customers’ personnel as are relevant to the OECD Convention dated 17th December 1997 Contract to audit such compliance. (5) Customer shall promptly report to Alaris in writing upon becoming aware that it or any of its Associated Persons: (i) have received any request or demand for any undue financial or other advantage in connection with the “performance of the Contract; or (ii) are the subject of any actual, pending or threatened police, judicial or regulatory investigation or proceedings in relation to any suspected breach of any Anti-Bribery Laws”. (6) and; therefore that it has not and will not makeCustomer shall indemnify Alaris against any losses, promise or offer to make any payment or transfer anything of value (directly or indirectly) to (i) any individualliabilities, (ii) corporationdamages, (iii) association, (iv) partnership, or (v) public body, costs (including but not limited to any officer legal fees) and expenses incurred by, or employee awarded against Alaris as a result of any of the foregoing) who, acting in their official capacity or of their own accord, are in a position to influence, secure or retain any business for (and/or provide any financial or other advantage to) SANOFI by improperly performing a function of a public nature or a business activity with the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining or retaining business. RECIPIENT will immediately notify SANOFI if, at any time during the term of this Agreement, its circumstances, knowledge or awareness changes such that it would not be able to repeat the warranties set out above at the relevant time. RECIPIENT shall keep detailed and up to date books of the account and records of all acts and payments made by it in relation to this Agreement for a minimum period of seven (7) years and at SANOFI request make them available for inspection. RECIPIENT will ensure that such books of account and records are sufficient to enable SANOFI to verify their compliance with this section of the Agreement. Breach by the RECIPIENT of the terms breach of this Section will be deemed a material breach of this Agreement and SANOFI may immediately terminate this Agreement at any time, with immediate effect and without any opportunity to remedy the breach by the RECIPIENT, by giving notice in writing to the RECIPIENT. The rights to terminate this Agreement under this Section will be without prejudice to any other right or remedy SANOFI may have accrued up to the date of terminationCustomer.

Anti-Bribery. RECIPIENT and SANOFI agree that the arrangements set out in this Agreement do not take effect and are not intended to take effect as an incentive or reward for a person’s past, present or future willingness to prescribe, administer, recommend (including formal recommendations), purchase, pay for, reimburse, authorize, approve or supply any product or service sold or provided by SANOFI or as an incentive to grant an interview for any sales or marketing purposes. RECIPIENT warrants, that it will comply with the requirements of all applicable anti-bribery regulations, codes and/or sanctions, both national and foreign, including but not limited to the US Foreign Corrupt Practices Act, the UK Bribery Act and the OECD Convention dated 17th December 1997 (the “Anti-Bribery Laws”) and; therefore that it has not and will not make, promise or offer to make any payment or transfer anything of value (directly or indirectly) to (i) any individual, (ii) corporation, (iii) association, (iv) partnership, or (v) public body, (including but not limited to any officer or employee of any of the foregoing) who, acting in their official capacity or of their own accord, are in a position to influence, secure or retain any business for (and/or provide any financial or other advantage to) SANOFI by improperly performing a function of a public nature or a business activity with the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining or retaining business. RECIPIENT will immediately notify SANOFI if, at any time during the term of this Agreement, its circumstances, knowledge or awareness changes such that it would not be able to repeat the warranties set out above at the relevant time. RECIPIENT shall keep detailed and up to date books of the account and records of all acts and payments made by it in relation to this Agreement for a minimum period of seven (7) years and at SANOFI request make them available for inspection. RECIPIENT will ensure that such books of account and records are sufficient to enable SANOFI to verify their compliance with this section of the Agreement. Breach by the RECIPIENT of the terms of this Section will be deemed a material breach of this Agreement and SANOFI may immediately terminate this Agreement at any time, with immediate effect and without any opportunity to remedy the breach by the RECIPIENT, by giving notice in writing to the RECIPIENT. The rights to terminate this Agreement under this Section will be without prejudice to any other right or remedy SANOFI may have accrued up to the date of termination.seven

Anti-Bribery. RECIPIENT and SANOFI agree that the arrangements set out in (1) In this Agreement do not take effect and are not intended to take effect as an incentive or reward for a person’s pastSection, present or future willingness to prescribeAnti-Bribery Laws means any anti-corruption, administer, recommend (including formal recommendations), purchase, pay for, reimburse, authorize, approve or supply any product or service sold or provided by SANOFI or as an incentive to grant an interview for any sales or marketing purposes. RECIPIENT warrants, that it will comply with the requirements of all applicable anti-bribery regulationsor anti-kickback laws or regulations of the laws in the country where the Software is being provided (the “Country Laws”), codes the Bribery Act and/or sanctionsthe FCPA; Associated Person means in relation to any entity, both national a person who (by reference to all the relevant circumstances) provides Software for or on that entity's behalf in any capacity and foreignincluding, including but not limited without limitation, employees, agents, subsidiaries, representatives and subcontractors; Bribery Act means the UK Bribery Act 2010 (as amended from time to time); and FCPA means the US Foreign Corrupt Practices ActAct 1977 (as amended from time to time). (2) Customer shall not, and shall procure that its Associated Persons do not, in connection with the UK performance of its obligations under the Contract, engage in any activity which (i) constitutes an offence under Country Laws; (ii) would constitute an offence under the FCPA if it were carried out in the US; or (iii) would constitute an offence under the Bribery Act if it were carried out in the UK. (3) Breach of this Section shall constitute a breach not capable of remedy and, without prejudice to any other remedy, entitle Alaris to terminate the Contract immediately. (4) Customer shall from time to time, at the reasonable request and reasonable cost of Xxxxxx: (i) confirm in writing that it has complied with its obligations under this Section and provide any information reasonably requested by Xxxxxx in support of such compliance; and (ii) permit Alaris to have such access to Customer's books, accounts and records (and to take such copies thereof) as reasonably necessary in order to verify compliance with this Section, and to meet with Customers’ personnel as are relevant to the OECD Convention dated 17th December 1997 Contract to audit such compliance. (5) Customer shall promptly report to Alaris in writing upon becoming aware that it or any of its Associated Persons: (i) have received any request or demand for any undue financial or other advantage in connection with the “performance of the Contract; or (ii) are the subject of any actual, pending or threatened police, judicial or regulatory investigation or proceedings in relation to any suspected breach of any Anti-Bribery Laws”. (6) and; therefore that it has not and will not makeCustomer shall indemnify Alaris against any losses, promise or offer to make any payment or transfer anything of value (directly or indirectly) to (i) any individualliabilities, (ii) corporationdamages, (iii) association, (iv) partnership, or (v) public body, costs (including but not limited to any officer legal fees) and expenses incurred by, or employee awarded against Alaris as a result of any of the foregoing) who, acting in their official capacity or of their own accord, are in a position to influence, secure or retain any business for (and/or provide any financial or other advantage to) SANOFI by improperly performing a function of a public nature or a business activity with the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining or retaining business. RECIPIENT will immediately notify SANOFI if, at any time during the term of this Agreement, its circumstances, knowledge or awareness changes such that it would not be able to repeat the warranties set out above at the relevant time. RECIPIENT shall keep detailed and up to date books of the account and records of all acts and payments made by it in relation to this Agreement for a minimum period of seven (7) years and at SANOFI request make them available for inspection. RECIPIENT will ensure that such books of account and records are sufficient to enable SANOFI to verify their compliance with this section of the Agreement. Breach by the RECIPIENT of the terms breach of this Section will be deemed a material breach of this Agreement and SANOFI may immediately terminate this Agreement at any time, with immediate effect and without any opportunity to remedy the breach by the RECIPIENT, by giving notice in writing to the RECIPIENT. The rights to terminate this Agreement under this Section will be without prejudice to any other right or remedy SANOFI may have accrued up to the date of terminationCustomer.

Anti-Bribery. RECIPIENT and SANOFI agree that (1) In this Section, Anti-Bribery Laws means the arrangements set out in this Agreement do not take effect and are not intended to take effect as an incentive or reward for a person’s pastany anti-corruption, present or future willingness to prescribe, administer, recommend (including formal recommendations), purchase, pay for, reimburse, authorize, approve or supply any product or service sold or provided by SANOFI or as an incentive to grant an interview for any sales or marketing purposes. RECIPIENT warrants, that it will comply with the requirements of all applicable anti-bribery regulationsor anti-kickback laws or regulations of the laws in the country where the Software is being provided (the “Country Laws”), codes the Bribery Act and/or sanctionsthe FCPA; Associated Person means in relation to any entity, both national a person who (by reference to all the relevant circumstances) performs services for or on that entity's behalf in any capacity and foreignincluding, including but not limited without limitation, employees, agents, subsidiaries, representatives and subcontractors; Bribery Act means the UK Bribery Act 2010 (as amended from time to time); and FCPA means the US Foreign Corrupt Practices ActAct 1977 (as amended from time to time). (2) Customer shall not, and shall procure that its Associated Persons do not, in connection with the UK performance of its obligations under the Contract, engage in any activity which (i) constitutes an offence under Country Laws; (ii) would constitute an offence under the FCPA if it were carried out in the US; or (iii) would constitute an offence under the Bribery Act if it were carried out in the UK. (3) Breach of this Section shall constitute a breach not capable of remedy and, without prejudice to any other remedy, entitle Alaris to terminate the Contract immediately. (4) Customer shall from time to time, at the reasonable request and reasonable cost of Xxxxxx: (i) confirm in writing that it has complied with its obligations under this Section and provide any information reasonably requested by Xxxxxx in support of such compliance; and (ii) permit Alaris to have such access to Customer's books, accounts and records (and to take such copies thereof) as reasonably necessary in order to verify compliance with this Section, and to meet with Customers’ personnel as are relevant to the OECD Convention dated 17th December 1997 Contract to audit such compliance. (5) Customer shall promptly report to Alaris in writing upon becoming aware that it or any of its Associated Persons: (i) have received any request or demand for any undue financial or other advantage in connection with the “performance of the Contract; or (ii) are the subject of any actual, pending or threatened police, judicial or regulatory investigation or proceedings in relation to any suspected breach of any Anti-Bribery Laws”. (6) and; therefore that it has not and will not makeCustomer shall indemnify Alaris against any losses, promise or offer to make any payment or transfer anything of value (directly or indirectly) to (i) any individualliabilities, (ii) corporationdamages, (iii) association, (iv) partnership, or (v) public body, costs (including but not limited to any officer legal fees) and expenses incurred by, or employee awarded against Alaris as a result of any of the foregoing) who, acting in their official capacity or of their own accord, are in a position to influence, secure or retain any business for (and/or provide any financial or other advantage to) SANOFI by improperly performing a function of a public nature or a business activity with the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining or retaining business. RECIPIENT will immediately notify SANOFI if, at any time during the term of this Agreement, its circumstances, knowledge or awareness changes such that it would not be able to repeat the warranties set out above at the relevant time. RECIPIENT shall keep detailed and up to date books of the account and records of all acts and payments made by it in relation to this Agreement for a minimum period of seven (7) years and at SANOFI request make them available for inspection. RECIPIENT will ensure that such books of account and records are sufficient to enable SANOFI to verify their compliance with this section of the Agreement. Breach by the RECIPIENT of the terms breach of this Section will be deemed a material breach of this Agreement and SANOFI may immediately terminate this Agreement at any time, with immediate effect and without any opportunity to remedy the breach by the RECIPIENT, by giving notice in writing to the RECIPIENT. The rights to terminate this Agreement under this Section will be without prejudice to any other right or remedy SANOFI may have accrued up to the date of terminationCustomer.

Anti-Bribery. RECIPIENT and SANOFI agree that the arrangements set out in this Agreement do not take effect and are not intended to take effect as an incentive or reward for a person’s past, present or future willingness to prescribe, administer, recommend (including formal recommendations), purchase, pay for, reimburse, authorize, approve or supply any product or service sold or provided by SANOFI or as an incentive to grant an interview for any sales or marketing purposes. RECIPIENT warrants, that it will comply with the requirements of all applicable anti-bribery regulations, codes and/or sanctions, both national and foreign, including but not limited to the US Foreign Corrupt Practices Act, the UK Bribery Act and the OECD Convention dated 17th December 1997 (the “Anti-Bribery Laws”) and; therefore that it has not and will not make, promise or offer to make any payment or transfer anything of value (directly or indirectly) to (i) any individual, (ii) corporation, (iii) association, (iv) partnership, or (v) public body, (including but not limited to any officer or employee of any of the foregoing) who, acting in their official capacity or of their own accord, are in a position to influence, secure or retain any business for (and/or provide any financial or other advantage to) SANOFI by improperly performing a function of a public nature or a business activity with the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining or retaining business. RECIPIENT will immediately notify SANOFI if, at any time during the term of this Agreement, its circumstances, knowledge or awareness changes such that it would not be able to repeat the warranties set out above at the relevant time. RECIPIENT shall keep detailed and up to date books of the account and records of all acts and payments made by it in relation to this Agreement for a minimum period of seven (7) years and at SANOFI request make them available for inspection. RECIPIENT will ensure that such books of account and records are sufficient to enable SANOFI to verify their compliance with this section of the Agreement. Breach by the RECIPIENT of the terms of this Section will be deemed a material breach of this Agreement and SANOFI may immediately terminate this Agreement at any time, with immediate effect and without any opportunity to remedy the breach by the RECIPIENT, by giving notice in writing to the RECIPIENT. The rights to terminate this Agreement under this Section will be without prejudice to any other right or remedy SANOFI may have accrued up to the date of termination. Activity (hereinafter the “Trademarks”). The purposes, format, support and the territory will be agreed from time to time between the Parties in accordance with this Agreement. The use of Trademarks by the RECIPIENT shall be made in accordance with SANOFI’s instructions and directives. In order to ensure that the use of the Trademarks is in compliance with such instructions and directives, RECIPIENT shall send SANOFI, upon SANOFI’s request, the samples of uses allowing SANOFI to verify such compliance. SANOFI shall have the right to withdraw this authorization at any time provided that SANOFI sends a registered mail to the RECIPIENT. Fifteen (15) days after receipt of such registered mail the RECIPIENT shall cease to use Trademarks. If not terminated earlier, this license to use the Trademarks shall cease upon termination of this Agreement.

Anti-Bribery. RECIPIENT and SANOFI agree that the arrangements set out in this Agreement do Seelos has not take effect and are not intended made any contribution or other payment to take effect as an incentive any official of, or reward for a person’s past, present or future willingness to prescribe, administer, recommend (including formal recommendations), purchase, pay candidate for, reimburseany federal, authorizestate or foreign office in violation of any law which violation is required to be disclosed. Neither Seelos, approve nor any of its affiliates, nor any director, officer, agent, employee or supply other person associated with or acting on behalf of Seelos, or any product or service sold or provided by SANOFI or as an incentive to grant an interview of its affiliates, has (i) used any funds for any sales unlawful contribution, gift, entertainment or marketing purposes. RECIPIENT warrantsother unlawful expense relating to political activity, that it will comply (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which Seelos does or seeks to do business (a "Private Sector Counterparty") or to foreign or domestic political parties or campaigns, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the requirements OECD Convention on Combating Bribery of all Foreign Public Officials in International Business Transactions or any applicable anti-bribery regulations, codes and/or sanctions, both national and foreign, including but not limited to provision of the US U.S. Foreign Corrupt Practices ActAct of 1977, as amended (the "FCPA"), the UK Bribery Act U.K. Xxxxxxx Xxx 0000, or any other similar law of any other jurisdiction in which Seelos operates its business, including, in each case, the rules and the OECD Convention dated 17th December 1997 regulations thereunder (the “"Anti-Bribery Laws”) and; therefore that it has not and will not make, promise or offer to make any payment or transfer anything of value (directly or indirectly) to (i) any individual, (ii) corporation, (iii) association"), (iv) partnershiptaken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) public bodyotherwise made any offer, (including but not limited to any officer or employee of any of the foregoing) whobribe, acting in their official capacity or of their own accordrebate, are in a position to influencepayoff, secure or retain any business for (and/or provide any financial or other advantage to) SANOFI by improperly performing a function of a public nature or a business activity with the purpose or effect of public or commercial briberyinfluence payment, acceptance of or acquiescence in extortion, kickbacks unlawful kickback or other unlawful payment; Seelos has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; none of Seelos, nor any of its affiliates will directly or improper means of obtaining or retaining business. RECIPIENT will immediately notify SANOFI if, at any time during indirectly use the term of this Agreement, its circumstances, knowledge or awareness changes such that it would not be able to repeat the warranties set out above at the relevant time. RECIPIENT shall keep detailed and up to date books proceeds of the account and records of all acts and payments made by it in relation to this Agreement for a minimum period of seven (7) years and at SANOFI request convertible securities or lend, contribute or otherwise make them available for inspection. RECIPIENT will ensure that such books of account and records are sufficient to enable SANOFI to verify their compliance with this section of the Agreement. Breach by the RECIPIENT of the terms of this Section will be deemed a material breach of this Agreement and SANOFI may immediately terminate this Agreement at any time, with immediate effect and without any opportunity to remedy the breach by the RECIPIENT, by giving notice in writing to the RECIPIENT. The rights to terminate this Agreement under this Section will be without prejudice proceeds to any subsidiary, affiliate, joint venture partner or other right person or remedy SANOFI may entity for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are, and have accrued up been, no allegations, investigations or inquiries with regard to the date a potential violation of termination.any Anti-Bribery Laws by Seelos, or its affiliates, or any of their respective current or former directors, officers, employees, stockholders, representatives or agents, or other persons acting or purporting to act on their behalf. Exhibit 10.1

Anti-Bribery. RECIPIENT CONSULTANT and SANOFI agree that the arrangements set out in this Agreement do not take effect and are not intended to take effect as an incentive or reward for a person’s past, present or future willingness to prescribe, administer, recommend (including formal formulary recommendations), purchase, pay for, reimburse, authorize, approve or supply any product or service sold or provided by SANOFI or as an incentive to grant an interview for any sales or marketing purposes. RECIPIENT CONSULTANT warrants, that it will comply with the requirements of all applicable anti-bribery regulations, codes and/or sanctions, both national and foreign, including but not limited to the US Foreign Corrupt Practices Act, the UK Bribery Act and the OECD Convention dated 17th December 1997 (the “Anti-Bribery Laws”) and; therefore that it has not and will not make, promise or offer to make any payment or transfer anything of value (directly or indirectly) to (i) any individual, (ii) corporation, (iii) association, (iv) partnership, or (v) public body, (including but not limited to any officer or employee of any of the foregoing) who, acting in their official capacity or of their own accord, are in a position to influence, secure or retain any business for (and/or provide any financial or other advantage to) SANOFI by improperly performing a function of a public nature or a business activity with the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining or retaining business. RECIPIENT CONSULTANT will immediately notify SANOFI if, at any time during the term of this Agreement, its circumstances, knowledge or awareness changes such that it would not be able to repeat the warranties set out above at the relevant time. RECIPIENT CONSULTANT shall keep detailed and up to date books of the account and records of all acts and payments made by it in relation to this Agreement for a minimum period of seven (7) years and at SANOFI request make them available for inspection. RECIPIENT CONSULTANT will ensure that such books of account and records are sufficient to enable SANOFI to verify their compliance with this section of the Agreement. Breach by the RECIPIENT CONSULTANT of the terms of this Section will be deemed a material breach of this Agreement and SANOFI may immediately terminate this Agreement at any time, with immediate effect and without any opportunity to remedy the breach by the RECIPIENTCONSULTANT, by giving notice in writing to the RECIPIENTCONSULTANT. The rights right to terminate this Agreement under this Section will be without prejudice to any other right or remedy SANOFI may have accrued up to the date of termination.

Anti-Bribery. RECIPIENT Contractor and SANOFI Sanofi agree that the arrangements set out in this Agreement do not take effect and are not intended to take effect as an incentive or reward for a person’s past, present or future willingness to prescribe, administer, recommend (including formal recommendations), purchase, pay for, reimburse, authorize, approve or supply any product or service sold or provided by SANOFI Sanofi or as an incentive to grant an interview for any sales or marketing purposes. RECIPIENT Contractor warrants, that it will comply with the requirements of all applicable anti-bribery regulations, codes and/or sanctions, both national and foreign, including but not limited to the US Foreign Corrupt Practices Act, the UK Bribery Act and the OECD Convention dated 17th December 1997 (the “Anti-Bribery Laws”) and; therefore that it has not and will not make, promise or offer to make any payment or transfer anything of value (directly or indirectly) to (i) any individual, (ii) corporation, (iii) association, (iv) partnership, or (v) public body, (including but not limited to any officer or employee of any of the foregoing) who, acting in their official capacity or of their own accord, are in a position to influence, secure or retain any business for (and/or provide any financial or other advantage to) SANOFI Sanofi by improperly performing a function of a public nature or a business activity with the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining or retaining business. RECIPIENT Contractor will immediately notify SANOFI Sanofi if, at any time during the term of this Agreement, its circumstances, knowledge or awareness changes such that it would not be able to repeat the warranties set out above at the relevant time. RECIPIENT Contractor shall keep detailed and up to date books of the account and records of all acts and payments made by it in relation to this Agreement for a minimum period of seven (7) years and at SANOFI Sanofi request make them available for inspection. RECIPIENT Contractor will ensure that such books of account and records are sufficient to enable SANOFI Sanofi to verify their compliance with this section of the Agreement. Breach by the RECIPIENT of the terms of this Section will be deemed a material breach of this Agreement and SANOFI may immediately terminate this Agreement at any time, with immediate effect and without any opportunity to remedy the breach by the RECIPIENT, by giving notice in writing to the RECIPIENT. The rights to terminate this Agreement under this Section will be without prejudice to any other right or remedy SANOFI may have accrued up to the date of termination.

Anti-Bribery. 3.1 RECIPIENT and SANOFI agree that the arrangements set out in this Agreement do not take effect and are not intended to take effect as an incentive or reward for a person’s 's past, present or future willingness to prescribe, administer, recommend (including formal recommendations), purchase, pay for, reimburse, authorize, approve or supply any product or service sold or provided by SANOFI or as an incentive to grant an interview for any sales or marketing purposes. RECIPIENT warrants, that it will comply with the requirements of all applicable anti-bribery regulations, codes and/or sanctions, both national and foreign, including but not limited to the US Foreign Corrupt Practices Act, the UK Bribery Act and the OECD Convention dated 17th December 1997 (the “"Anti-Bribery Laws”") and; therefore that it has not and will not make, promise or offer to make any payment or transfer anything of value (directly or indirectly) to (i) any individual, (ii) corporation, (iii) association, (iv) partnership, or (v) public body, (including but not limited to any officer or employee of any of the foregoing) who, acting in their official capacity or of their own accord, are in a position to influence, secure or retain any business for (and/or provide any financial or other advantage to) SANOFI by improperly performing a function of a public nature or a business activity with the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining or retaining business. RECIPIENT will immediately notify SANOFI if, at any time during the term of this Agreement, its circumstances, knowledge or awareness changes such that it would not be able to repeat the warranties set out above at the relevant time. RECIPIENT shall keep detailed and up to date books of the account and records of all acts and payments made by it in relation to this Agreement for a minimum period of seven (7) years and at SANOFI request make them available for inspection. RECIPIENT will ensure that such books of account and records are sufficient to enable SANOFI to verify their compliance with this section of the Agreement. Breach by the RECIPIENT of the terms of this Section will be deemed a material breach of this Agreement and SANOFI may immediately terminate this Agreement at any time, with immediate effect and without any opportunity to remedy the breach by the RECIPIENT, by giving notice in writing to the RECIPIENT. The rights to terminate this Agreement under this Section will be without prejudice to any other right or remedy SANOFI may have accrued up to the date of termination.