COMPLIANCE WITH ANTI-CORRUPTION LAWS
1. Anti-Corruption Principles and Legislation. The Organization for Economic Co-operation and Development (OECD) adopted a convention on combating bribery of foreign public officials in international business transactions, effective 15 February 1999 (the Convention). The Convention requires contracting states to enact legislation relating to combating bribery of foreign public officials in international business transactions. Such legislation has been passed in Israel and, separately, in the United States as the Foreign Corrupt Practices Act (FCPA) and in the United Kingdom as the U.K Bribery Act 2010. These and other anti-corruption laws are herein referred to collectively as the Anti-Corruption Laws and, together with the Convention, as the Anti-Corruption Laws and Principles.
The Anti-Corruption Laws and Principles prohibit the corrupt payment, offer, promise, or authorization of the payment or transfer of anything of value or any benefit, directly or indirectly, to any Government Official, or to any other person while knowing that all or some portion of the payment, thing of value, or benefit will be offered, given, promised, or passed on to a Government Official. Certain of the Anti-Corruption Laws and Principles also prohibit commercial briberyi.e., the payment or transfer of anything of value, any benefit, or any advantage, directly or indirectly, to any private person with the intention to improperly obtain or retain business or any business advantage or to improperly influence the recipients behavior.
2. Knowledge and Compliance. Elan understands, and shall ensure that all Elan Personnel understand, that Teva Pharmaceutical Industries Ltd. and/or its subsidiaries (collectively, the Teva Group) are subject to the Anti-Corruption Laws and Principles. Elan agrees that it shall cause all Elan Personnel to be similarly bound by the provisions contained herein.
Elan agrees to ensure that it and all Elan Personnel are knowledgeable regarding the purpose and provisions of the Anti-Corruption Laws and Principles, and also agrees to take appropriate steps to ensure that it and such Elan Personnel will comply with the letter and spirit of the Anti-Corruption Laws and Principles and will not take any actions which would cause either Party to violate or contravene the Anti-Corruption Laws and Principles.
Elan will maintain, and ensure that any Company that uses Elan Personnel likewise maintain, policies, procedures, and internal controls to ensure that it will be in compliance with the Anti-Corruption Laws and Principles in connection with its performance of the Agreement. Such policies, procedures, and internal controls will include processes through which all Elan Personnel will obtain approval for expenditures that may be incurred on behalf of or result in payments to Government Officials, healthcare professionals, or customers in connection with Elans and any Elan Personnels performance of the Agreement (e.g., gift, travel, entertainment, hospitality, conference, meeting, event, consulting, and research expenditures).
3. Status of Employees, Family Relationships. Elan represents that no Elan Personnel are Government Officials. Elan represents that it has fully disclosed to the Teva Group any existing Close Family Member relationships between any Elan Personnel and any Government Official, and Elan agrees to notify the Teva Group of any such Close Family Member relationship that may arise during the Term.
4. No Action Contrary to Anti-Corruption Laws and Principles. Elan represents that neither it nor any Elan Personnel has been found by a government agency or court to have violated the FCPA or any Anti-Corruption Law of any country. Elan represents and covenants further that nothing of value received by it or any Elan Personnel under or in connection with the Agreement has been or will be accepted or used by it for any purpose that would violate or be contrary to the Anti-Corruption Laws and Principles, nor has it or will it take any action that would violate or be contrary to Anti-Corruption Laws and Principles.