CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
[*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.
DISCLAIMER OF WARRANTIES. EXCEPT FOR THE
EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN, NEITHER PARTY MAKES ANY REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS
OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE AND EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER REPRESENTATIONS
AND WARRANTIES, WHETHER WRITTEN OR ORAL OR EXPRESS OR IMPLIED, INCLUDING ANY REPRESENTATION OR WARRANTY OF QUALITY, MERCHANTABILITY
OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY REPRESENTATION OR WARRANTY AS TO THE VALIDITY OR ENFORCEABILITY OF ANY PATENTS
OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.
and Anti-Corruption Compliance.
connection with this Agreement, the Parties shall comply with all applicable local, national, and international laws, regulations,
and industry codes dealing with government procurement, conflicts of interest, corruption or bribery, including, if applicable,
the U.S. Foreign Corrupt Practices Act of 1977, as amended, and any laws enacted to implement the Organisation of Economic Cooperation
and Development Convention on Combating Bribery of Foreign Officials in International Business Transactions.
limiting the other obligations of the Parties set forth in this Section, in connection with any activities of the Parties under
this Agreement, the Parties confirm that they have not made, offered, given, promised to give, or authorized, and will not make,
offer, give, promise to give, or authorize, any bribe, kickback, payment or transfer of anything of value, directly or indirectly,
to any person or to any Government Official for the purpose of: (i) improperly influencing any act or decision of the person or
Government Official; (ii) inducing the person or Government Official to do or omit to do an act in violation of a lawful or otherwise
required duty; (iii) securing any improper advantage; or (iv) inducing the person or Government Official to improperly influence
the act or decision of any organization, including any government or government instrumentality, to assist any Party in obtaining
or retaining business. For the purposes of this Section “Government Official” means: (i) any officer or employee
of: (a) a government, or any department or agency thereof; (b) a government-owned or controlled company, institution, or other
entity, including a government-owned hospital or university; or (c) a public international organization (such as the United Nations,
the International Monetary Fund, the International Committee of the Red Cross, and the World Health Organization), or any department
or agency thereof; (ii) any political party or party official or candidate for public or political party office; and (iii) any
person acting in an official capacity on behalf of any of the foregoing.