Common use of Excluded Entities Clause in Contracts

Excluded Entities. MMCAP Infuse represents and warrants that prior to the Effective Date of this Agreement, it has screened itself, and its officers and directors against the Exclusions Lists and that it has informed Merck if it, or any of its officers or directors has been in Violation. After the execution of the Agreement, MMCAP Infuse shall notify Merck in writing immediately if any such Violation occurs or comes to its attention. Merck shall have the right, in its sole discretion, to terminate this Agreement immediately in the event of any such Violation. For the purpose of this Section the term Violation shall mean that MMCAP Infuse, or any of its officers or directors has been: (1) convicted of any of the felonies identified among the exclusion authorities listed on the U.S. Department of Health and Human Services, Office of Inspector General (OIG) website, including 42 U.S.C. 1320a-7(a) (xxxx://xxx.xxx.xxx/ exclusions/authorities.asp); (2) identified in the OIG List of Excluded Individuals/Entities (LEIE) database (xxxxx://xxx.xxx.xxx/exclusions/index.asp) or the U.S. General Services Administration's list of Parties Excluded from Federal Programs (xxxxx://xxx.xxx.gov/portal/XXX/#1) or (3) listed by any US Federal agency as being suspended, debarred, excluded, or otherwise ineligible to participate in Federal procurement or non- procurement programs, including under 21 U.S.C. 335a (xxxx://xxx.xxx.xxx/ora/compliance_ref/debar/) (each of (1), (2) and (3) collectively the “Exclusions Lists”).

Excluded Entities. MMCAP Infuse The Grantee, represents and warrants that prior to the Effective Date date of this the Agreement, it has screened itself, and its officers and directors against the Exclusions Exclusion Lists and that it has informed Merck if Global Impact whether it, or any of its officers or directors directors, has been in ViolationViolation (as hereinafter defined). After the execution of the Agreement, MMCAP Infuse Grantee shall notify Merck Global Impact in writing immediately if any such Violation occurs or comes to its attention. Merck Global Impact shall also have the right, in its sole discretion, to terminate this Agreement immediately in the event of any such Violation. For the purpose of this Section the The term Violation “In Violation” with respect to any person or entity shall mean that MMCAP Infuse, such person or any of its officers or directors entity has been: (1) convicted of any of the felonies identified among the exclusion authorities listed on the U.S. Department of Health and Human Services, Office of Inspector General (OIG) website, including 42 U.S.C. 1320a-7(a) (xxxx://xxx.xxx.xxx/ exclusions/authorities.aspxxxx://xxx.xxx.xxx/exclusions/authorities.asp); (2) identified in the OIG List of Excluded Individuals/Entities (LEIE) database (xxxxx://xxx.xxx.xxx/exclusions/index.aspxxxx://xxx.xxx.xxx/exclusions/index.asp) or the U.S. General Services Administration's ’s list of Parties Excluded from Federal Programs (xxxxx://xxx.xxx.gov/portal/XXX/#1) xxxxx://xxx.xxx.gov/XXX/); or (3) listed by any US Federal agency as being suspended, debarred, excluded, or otherwise ineligible to participate in Federal procurement or non- procurement nonprocurement programs, including under 21 U.S.C. 335a (xxxx://xxx.xxx.xxx/ora/compliance_ref/debar/xxxxx://xxx.xxx.xxx/inspectionscompliance-enforcement-and-criminal- investigations/compliance-actions-and-activities/fdadebarment-list-drug-product-applications ) (each of (1), (2) and (3) collectively the “Exclusions Lists”), and the term “Violation” shall have a corresponding meaning.

Excluded Entities. MMCAP Infuse Eligible Facility represents and warrants that prior to accepting discounts under the Effective Date of this AgreementProgram, it has screened itself, and its officers and directors against the Exclusions Exclusion Lists and that it has informed Merck if whether it, or any of its officers or directors has been in Violation. After participation in the execution of the AgreementProgram begins, MMCAP Infuse Eligible Facility shall notify Merck in writing immediately if any such Violation occurs or comes to its attention. Merck shall also have the right, in its sole discretion, to terminate this Agreement Eligible Facility’s enrollment immediately in the event of any such Violation. For the purpose of this Section section the term Violation shall mean that MMCAP Infuseeither Eligible Facility, or any of its officers or directors has been: (1) convicted of any of the felonies identified among the exclusion authorities listed on the U.S. US Department of Health and Human Services, Office of Inspector General (OIG) website, including 42 U.S.C. 1320a-7(a) (xxxx://xxx.xxx.xxx/ exclusions/authorities.aspxxxx://xxx.xxx.xxx/fraud/exclusions/authorities.asp); (2) identified in the OIG List of Excluded Individuals/Entities (LEIE) database (xxxxx://xxx.xxx.xxx/exclusions/index.aspxxxx://xxx.xxx.xxx/fraud/exclusions/listofexcluded.html) or the U.S. General Services Administration's ’s list of Parties Excluded from Federal Programs (xxxxx://xxx.xxx.gov/portal/XXX/#1) xxxx://xxx.xxxx.xxx); or (3) listed by any US Federal agency as being suspended, debarred, excluded, or otherwise ineligible to participate in Federal procurement or non- procurement nonprocurement programs, including under 21 U.S.C. 335a (xxxx://xxx.xxx.xxx/ora/compliance_ref/debar/) (each of (1), (2) and (3) collectively the “Exclusions Lists”).

Excluded Entities. MMCAP Infuse Participant represents and warrants that prior to the Effective Date of accepting discounts under any Product Program through this AgreementLOP, it has screened itself, and its officers and directors against the Exclusions Exclusion Lists and that it has informed Merck if whether it, or any of its officers or directors has been in Violation. After the execution of the Agreementparticipation begins, MMCAP Infuse Participant shall notify Merck in writing immediately if any such Violation occurs or comes to its attention. Merck shall also have the right, in its sole discretion, to terminate this Agreement any Participant’s enrollment immediately in the event of any such Violation. For the purpose of this Section the term Violation shall mean that MMCAP Infuseeither Participant, or any of its officers or directors has been: (1) convicted of any of the felonies identified among the exclusion authorities listed on the U.S. Department of Health and Human Services, Office of Inspector General (OIG) website, including 42 U.S.C. 1320a-7(a) (xxxx://xxx.xxx.xxx/ exclusions/authorities.aspxxxx://xxx.xxx.xxx/exclusions/authorities.asp); (2) identified in the OIG List of Excluded Individuals/Entities (LEIE) database (xxxxx://xxx.xxx.xxx/exclusions/index.aspxxxx://xxx.xxx.xxx/exclusions/index.asp) or the U.S. General Services Administration's list of Parties Excluded from Federal Programs (xxxxx://xxx.xxx.gov/portal/XXX/#1) xxxx://xxx.xxxx.xxx); or (3) listed by any US Federal agency as being suspended, debarred, excluded, or otherwise ineligible to participate in Federal procurement or non- non-procurement programs, including under 21 U.S.C. 335a (xxxx://xxx.xxx.xxx/ora/compliance_ref/debar/) (each of (1), (2) ), and (3) collectively the “"Exclusions Lists”").

Excluded Entities. MMCAP Infuse The Grantee, represents and warrants that prior to the Effective Date date of this the Agreement, it has screened itself, and its officers and directors against the Exclusions Exclusion Lists and that it has informed Merck if Global Impact whether it, or any of its officers or directors directors, has been in ViolationViolation (as hereinafter defined). After the execution of the Agreement, MMCAP Infuse Grantee shall notify Merck Global Impact in writing immediately if any such Violation occurs or comes to its attention. Merck Global Impact shall also have the right, in its sole discretion, to terminate this Agreement immediately in the event of any such Violation. For the purpose of this Section the The term Violation “In Violation” with respect to any person or entity shall mean that MMCAP Infuse, such person or any of its officers or directors entity has been: (1) convicted of any of the felonies identified among the exclusion authorities listed on the U.S. Department of Health and Human Services, Office of Inspector General (OIG) website, including 42 U.S.C. 1320a-7(a) (xxxx://xxx.xxx.xxx/ exclusions/authorities.aspxxxx://xxx.xxx.xxx/exclusions/authorities.asp); (2) identified in the OIG List of Excluded Individuals/Entities (LEIE) database (xxxxx://xxx.xxx.xxx/exclusions/index.aspxxxx://xxx.xxx.xxx/exclusions/index.asp) or the U.S. General Services Administration's ’s list of Parties Excluded from Federal Programs (xxxxx://xxx.xxx.gov/portal/XXX/#1) xxxxx://xxx.xxx.gov/XXX/); or (3) listed by any US Federal agency as being suspended, debarred, excluded, or otherwise ineligible to participate in Federal procurement or non- procurement programs, including under 21 U.S.C. 335a (xxxx://xxx.xxx.xxx/ora/compliance_ref/debar/xxxxx://xxx.xxx.xxx/inspections- compliance-enforcement-and-criminal- investigations/compliance-actions-and-activities/fda- debarment-list-drug-product-applications ) (each of (1), (2) and (3) collectively the “Exclusions Lists”), and the term “Violation” shall have a corresponding meaning.