Anti-Bribery/Anti-Corruption. Without limiting the generality anything set forth in this Agreement, Licensee acknowledges that THL and PVH are global companies based in the United States that are subject to the United States Foreign Corrupt Practices Act of 1977, as amended, the United Kingdom Bribery Act of 2010, as amended, and other local fraud and anti-corruption laws in the countries in which THL operates (collectively “Anti-Bribery Laws”). Accordingly, in connection with this Agreement, Licensee agrees that it shall not engage in any conduct that would cause THL to violate any of the Anti-Bribery Laws, including authorizing, offering, promising or giving anything of value (including, without limitation, Licensed Products), directly or indirectly, to any Government Official (defined below) in order to obtain or retain business or otherwise secure an improper advantage. “Government Officials” include # any officer or employee of any government agency or entity, including elected officials, # any candidate, employee or official of a political party, # any legislative, administrative or judicial official, # any employee of a public international organization, # any employee of an entity that the government owns or controls through investment, management, oversight or subsidies, that performs a government function (e.g., banking, health, public safety, or media services, tax administration, utilities), and # any person otherwise categorized as a government official under local law. Examples of Government Officials include customs officials, government inspectors, tax auditors and employees of state-owned companies. Licensee acknowledges it is aware of the penalties and legal consequences involved in participating in corrupt activities. In addition, Licensee acknowledges that THL has a strict policy regarding ethics, and specifically with respect to payments and gifts to its associates. Any offer to, and acceptance by, any of THL’s or its Affiliates’ associates of money, gifts, travel or entertainment or other consideration that is intended to or may be construed as an inducement to act (whether by commission or omission) in any manner is strictly prohibited.

Provider represents and warrants that it complies with, and will remain in compliance with, all domestic and foreign anti-bribery and anti-corruption laws applicable to it in the performance of the Services. Provider shall maintain in place throughout the Term its own policies and procedures, including procedures reasonably designed for Provider and Provider Personnel to comply with anti-bribery and anti-corruption laws and will enforce them where appropriate.

Anti-Corruption. Each Party shall conduct and cause its Affiliates to conduct, and shall use Commercially Reasonable Efforts to cause its Sublicensees, contractors and consultants to conduct, all of its activities contemplated under this Agreement in accordance with all applicable Laws of the country in which such activities are conducted, as well as the US Foreign Corrupt Practices Act and the UK Bribery Act 2010. In addition, each Party shall not, shall ensure that its Affiliates do not, and shall use Commercially Reasonable Efforts to cause its Sublicensees, contractors and consultants not to, take any action that would cause the other Party to violate any applicable anti-corruption or sanctions Laws.

In performing their respective obligations hereunder, the Parties acknowledge that the corporate policies of [[Pfizer:Organization]] and Ideaya and their respective Affiliates require that each Party’s business be conducted within the letter and spirit of the law. By signing this Agreement, each Party agrees to conduct the business contemplated herein in a manner which is consistent with all Applicable Law, including the U.S. Foreign Corrupt Practices Act (“FCPA”), UK Bribery Act, good business ethics, and its ethics and other corporate policies, and to abide by the spirit of the other Party’s applicable ethics and compliance guidelines which may be provided by such other Party from time to time.

The Parties agree and confirm that, in connection with the proposed transaction contemplated by this Agreement, the Parties will comply with all Anti-Corruption Laws and not otherwise take any steps that would subject the Parties, its Affiliates or any of their respective representatives to any civil or criminal penalties or loss of benefits. Each of the Lessor and the Lessee represents and warrants that neither the Party nor any director, partner or officer associated with or acting on behalf of the Party has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; made any direct or indirect unlawful payment to any foreign or domestic Government Official or employee from corporate funds; or violated or is in violation of any provision of the Anti-Corruption Laws.

Anti-Corruption. Each Party will, and will cause its Affiliates and Sublicensees, and its and their Representatives to, # comply with the requirements of the U.S. Foreign Corrupt Practices Act of 1977, as amended; the UK Bribery Act 2010; and other applicable anti-corruption laws in connection with this Agreement; and (b), without limiting the generality of [clause (a) of this Section 13.4], not make, offer, or promise to make or offer any improper payment or transfer of anything of value, directly or indirectly, to any # official or employee of a government or any department, agency, or instrumentality thereof, or official or employee of a public international organization, # political party or political party official, # candidate for political office, in each case of [(i) through (iii)], above, for # the purpose of corruptly obtaining, retaining, or directing business in relation to this Agreement, or # an improper financial or other advantage or the improper performance of the recipient’s relevant function or activity in relation to this Agreement.

Anti-Corruption/Anti-Bribery. Such Committer and its Affiliates, and to such Committer’s knowledge, any director, officer, employee, agent or consultant of such Committer or its Affiliates (in each case acting in its, his or her capacity as such), has not engaged in Anti-Corruption Prohibited Activity. No civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation or investigation, proceeding or demand letter in respect of the Anti-Corruption Laws, Anti-Money Laundering Laws, or sanctions, is pending against such Committer, any such Affiliate or any such other Person (acting in its, his or her capacity as such), nor, to the knowledge of such Committer, is threatened.

To the Seller's Knowledge and except as disclosed in the Due Diligence Material, each Group Entity and its officers and employees have complied with all applicable anti-bribery and anti-corruption laws (including any which have extra-territorial effect) (“Anti-Corruption Laws”) and each agent or representative authorised to act on behalf of any Group Entity has conducted its business relating to such Group Entity in compliance with all Anti-Corruption Laws.

Anti-Corruption. Licensee will comply with all Applicable Laws concerning bribery, money laundering, or corrupt practices or which in any manner prohibit the giving of anything of value to any official, agent, or employee of any government, political party, or public international organization, candidate for public office, health care professional, or to any officer, director, employee, or representative of any other organization specifically including the U.S. Foreign Corrupt Practices Act, and the UK Bribery Act, in each case, in connection with the activities conducted pursuant to this Agreement. Licensee will require any contractors, Subcontractors, distributors, or other Person that provide services to Licensee in connection with this Agreement to comply with Licensee’s obligations under this [Section 8.3.3] (Anti-Corruption).

ARTICLE # NEGATIVE COVENANTS