Brand Security and Anti-Counterfeiting. The Parties will establish contacts for communication regarding brand security issues, and each Party shall reasonably cooperate with the other Party with respect thereto.

Anti-Counterfeiting Materials. To aid THL in policing counterfeiting, upon THL’s written request, Licensee shall provide regular updates of Licensed Products produced by Licensee and any third-party manufacturer, contractor, subcontractor and supplier that manufactures Licensed Products or from which Licensee obtains Licensed Products or materials for the manufacture of Licensed Products, such as line-books, brochures and/or product DVDs. Licensee shall also designate an employee with specialization in the Licensed Products to assist THL in ascertaining whether products are counterfeit. THL shall procure online brand protection services for the Licensed Products that shall include, at a minimum, # the identification, on major online marketplaces throughout the Territory, of listings of counterfeit Licensed Product and of listings of authentic Licensed Products containing copyrighted images of the Licensed Products and # the utilization of such marketplaces’ takedown mechanisms to request the removal of such listings. Licensee shall provide such assistance as is reasonably required in connection with such online brand protection services.

ARTICLE # BRAND DEVELOPMENT, SALES AND [[Unknown Identifier]]

Anti-Bribery and Anti-Corruption. The Parties shall acknowledge and agree that there are anti-bribery and anti-corruption laws, including US Foreign Corrupt Practices Act, the UK Bribery Act 2010, [[Address B:Address]] Unfair Competition Prevention Act and China Anti Commercial Bribery Laws, that prohibit the payment, offering, and/or receiving, as the case may be, of anything of value to or from, a government employee, official, or private individual, for the purpose of # inducing or influencing any governmental act, or decision affecting one Party, # helping one Party obtain or retain any business, or # giving otherwise improperly benefit of one Party’s business activities, and such laws prohibit a Party from being involved with clients, contractors, agents, consultants, advisors or other third parties involved in such activity. Each Party shall agree to refrain from any activity that would constitute a violation of such laws in connection with this Agreement. Each Party shall further ensure that its and/or its Affiliates’ directors, officers, employees, agents, and Sublicensee shall follow and observe all relevant obligations and responsibilities in compliance with anti-bribery and anti-corruption laws in its performance under this Agreement. Each Party shall indemnify the other Party and its directors, officers, employees, agents, and Sublicensee against any and all liabilities, losses and expenses, including any civil or criminal fines imposed by any relevant government or regulatory authority and any legal fees, costs and expenses, which the other Party and its directors, officers, employees and agents may incur as a result of its breach of this [Section 16.14]. Breach of anti-bribery and anti-corruption laws by one Party, its Affiliates, its and their directors, officers, employees, agents, and Sublicensee shall entitle the other Party to terminate this Agreement upon ten (10) days’ prior written notice to such other Party.

Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower and its Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by any individual or entity that is # currently the subject or target of any Sanctions, # included on OFAC’s List of Specially Designated Nationals, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any similar list enforced by the OFAC, the U.S. Department of State, the United Nations Security Council, the European Union or HMT or # located, organized or resident in a Sanctioned Country.

Each Party agrees that it shall comply fully at all times with all Applicable Laws, including, without limitation, anti-corruption laws, and that it has not, and covenants that it will not, in connection with the performance of this Agreement, directly or indirectly, make, promise, authorise, ratify or offer to make, or take any act in furtherance of any payment or transfer of anything of value for the purpose of influencing, inducing or rewarding any act, omission or decision to secure an improper advantage; or improperly assisting it or either Party in obtaining or retaining business, or in any way with the purpose or effect of public or commercial bribery, and warrants that it has taken reasonable measures to prevent subcontractors, agents or any other third parties, subject to its control or determining influence, from doing so. For the avoidance of doubt this includes facilitating payments, which are unofficial, improper, small payments or gifts offered or made to government officials to secure or expediate a routine or necessary action to which we are legally entitled.

Brand Security and Anti-Counterfeiting. The Parties will establish contacts for communication regarding brand security issues, and each Party shall reasonably cooperate with the other Party with respect thereto. Practices around these incidents will comply with [[Aravive:Organization]]’s then-current standards, where such standards define product security features, warehouse/cargo protection requirements, and response and communication process for such incidents.

Each Party represents and warrants to the other Party that it, with respect to the development, manufacture and commercialization of the Compounds or the Products under this Agreement, has complied and will comply with all Applicable Laws governing bribery, money laundering, and other corrupt practices and behavior.

“Packaging and Labeling” means, with respect to a [[Unknown Identifier]] Co-Co Product, primary, secondary, or tertiary packaging and labeling of such [[Unknown Identifier]] Co-Co Product (in its commercial packaging presentation) for sale or use in the Territory, consistent with respect to the applicable [[Unknown Identifier]] Co-Commercialization Plan, including the Approved Labeling and insertion of materials such as patient inserts, patient medication guides, and professional inserts and any other written, printed, or graphic materials accompanying such [[Unknown Identifier]] Co-Co Product and any brand security or anti-counterfeiting measures included in the packaging elements for such [[Unknown Identifier]] Co-Co Product considered to be part of the finished packaged [[Unknown Identifier]] Co-Co Product, and all testing and release thereof.

Anti-Corruption and Anti-Bribery. Licensee will have in place formal anti-corruption and anti-bribery compliance policies, with terms that comply with Applicable Law and that are consistent with reasonable practices of prudent companies having comparable resources in the biopharmaceutical industry, and will ensure that it, its Affiliates and their respective employees, agents, officers and other members of its management, and any employees, agents, officers and other members of management of any of their respective sublicensees or contractors acting on their behalf in connection with this Agreement, comply with such compliance policies.