Common use of Anti-Bribery and Corruption Clause in Contracts

Anti-Bribery and Corruption. Neither the Vendor Group nor any Subsidiaries, nor, to the Knowledge of the Vendor Group, any of their respective shareholders, directors, officers, Employees, distributors, resellers, partners, representatives or other Persons acting on its behalf (collectively the “Vendor Group’s Representatives”) have directly or indirectly: (i) offered, promised, made or authorized, or agreed to offer, promise, make or authorize, any contribution, expense, payment or gift of funds, property or anything of value to or for the use or benefit of any government official for the purpose of securing action or inaction or a decision of a Governmental Authority or a government official, influence over such action, inaction or decision, or any improper advantage; or (ii) taken any action which is or would be otherwise inconsistent with or prohibited by the Corruption of Foreign Public Officials Act (Canada), the Criminal Code (Canada), or the Foreign Corrupt Practices Act, the Bribery Act 2010 (United Kingdom) or the rules and regulations promulgated thereunder or under any other legislation of any relevant jurisdiction covering a similar subject matter applicable to the Vendor Group with respect to the Purchased Business (collectively, the “Anti-Corruption Laws”). The Vendor Group and the Vendor Group’s Representatives have instituted and maintain policies and procedures designed to ensure continued compliance with Anti-Corruption Laws, including those for the detection, prevention and reporting of violations. The operations of Vendor Group have been conducted at all times in compliance with Anti-Corruption Laws and there has been no suit, action, investigation (including any internal investigation), inquiry, litigation or proceeding by or before any Governmental Authority, customer, business partner or any arbitrator involving the Vendor Group or any of the Vendor Group’s representatives with respect to Anti-Corruption Laws, and there are, to the Knowledge of the Vendor Group, no circumstances likely to lead or give rise to any such suit, action, investigation, inquiry, litigation or proceeding. The Vendor Group is not ineligible nor, to the Knowledge of the Vendor Group, considered by any Governmental Authority to be ineligible, to tender for any contract or business with, or be awarded any contract or business by, such Governmental Authority, or to tender for or perform any sub-contracting work under a contract with such Governmental Authority.

Anti-Bribery and Corruption. Neither the Vendor Group nor any SubsidiariesSeller, nor, to the Knowledge of the Vendor Group, including any of their respective shareholdersits principals, owners, directors, officers, Employeesemployees, distributorsconsultants, resellersaffiliates, partnerssuppliers, representatives or other Persons acting on its behalf agents, and subcontractors, in connection with any Goods and/or Services (collectively the “Vendor Group’s Representatives”a) have directly or indirectly: (i) offered, promised, made or authorized, or agreed to offer, promise, make or authorize, any contribution, expense, payment or gift of funds, property or anything of value to or for the use or benefit of any government official for the purpose of securing action or inaction or a decision of a Governmental Authority or a government official, influence over such action, inaction or decision, or any improper advantage; or (ii) taken any action which is or would be otherwise inconsistent will comply with or prohibited by the Corruption of Foreign Public Officials Act (Canada), the Criminal Code (Canada), or the Foreign Corrupt Practices Act, the Bribery Act 2010 (United Kingdom) or the rules and regulations promulgated thereunder or under any other legislation of any relevant jurisdiction covering a similar subject matter all laws applicable to the Vendor Group with respect parties under the Agreement relating to the Purchased Business bribery and/or corruption (collectively, the “Anti-Corruption Laws”). The Vendor Group and ; (b) will not directly or indirectly offer, give, authorize, solicit, or accept the Vendor Groupgiving of money or anything else of value to or from any person, whether a government official or private party, to obtain an improper advantage for Buyer, Seller, or any third party, or secure the improper performance of that person’s Representatives have instituted and maintain policies and procedures designed function or misuse of that person’s position; (c) will not directly or indirectly offer, give or authorize the giving of money or anything else of value to ensure continued compliance with any government official in his or her personal capacity, to facilitate or expedite government action or approvals; (d) will not do, or omit to do, any act that will cause Buyer to be in breach of the Anti-Corruption Laws; (e) will not directly or indirectly offer or give to any Buyer’s employee or contractor any gift, including those gratuity, service, favor, or anything else of value to influence or reward that employee or contractor in connection with this Purchase Order; (f) will not accept, and will promptly report to Buyer, any request or demand for any undue financial or other advantage of any kind received by Seller in connection with the detectionperformance of this Purchase Order. Furthermore, prevention Seller represents and reporting warrants that it, and its principals, owners, directors, or officers: (i) have, with regard to any past action or omission related to this Purchase Order, acted consistently with each requirement set forth above, (ii) have not been convicted of violations. The operations any offense involving bribery, corruption, fraud, or dishonesty; (iii) have not been or are not the subject of Vendor Group have been conducted at all times in compliance with Anti-Corruption Laws and there has been no suitany investigation, actioninquiry or enforcement proceedings by any governmental, investigation (including administrative, or regulatory body regarding any internal investigation), inquiry, litigation offense or proceeding by or before any Governmental Authority, customer, business partner or any arbitrator involving alleged offense under the Vendor Group or any of the Vendor Group’s representatives with respect to Anti-Corruption Laws; and (iv) have not been, and there are, to the Knowledge of the Vendor Group, no circumstances likely to lead or give rise to any such suit, action, investigation, inquiry, litigation or proceeding. The Vendor Group is are not ineligible nor, to the Knowledge of the Vendor Group, considered listed by any Governmental Authority to be ineligiblegovernment agency as being, to tender debarred, suspended, proposed for any contract suspension or business withdebarment, or be awarded otherwise ineligible for participation in government procurement programs or government contracts. Seller will promptly notify Buyer if it or any contract or business byof its principals owners, such Governmental Authoritydirectors, or officers become subject to tender for (i), (ii), (iii) or perform any sub-contracting work (iv) above during the course of Buyer performance under a contract with such Governmental Authoritythis Purchase Order.

Anti-Bribery and Corruption. Neither the Vendor Group nor The parties shall, and shall ensure that any SubsidiariesAffiliates or persons engaged by or associated with either party in relation to this Agreement - including but not limited to directors, noremployees, contractors, subsidiaries, consultants, advisors, distributors and agents) shall, comply with all applicable laws, statutes, regulations, decrees and/or official government orders and codes relating to anti-bribery and anti-corruption including but not limited to the Knowledge of the Vendor Group, any of their respective shareholders, directors, officers, Employees, distributors, resellers, partners, representatives or other Persons acting on its behalf (collectively the “Vendor Group’s Representatives”) have directly or indirectly: (i) offered, promised, made or authorized, or agreed to offer, promise, make or authorize, any contribution, expense, payment or gift of funds, property or anything of value to or for the use or benefit of any government official for the purpose of securing action or inaction or a decision of a Governmental Authority or a government official, influence over such action, inaction or decision, or any improper advantage; or (ii) taken any action which is or would be otherwise inconsistent with or prohibited by the Corruption of Foreign Public Officials Act (Canada), the Criminal Code (Canada), or the Foreign Corrupt Practices Act, the UK Bribery Act 2010 and the US Foreign and Corrupt Practices Act (United Kingdom) or the rules and regulations promulgated thereunder or under any other legislation of any relevant jurisdiction covering a similar subject matter applicable to the Vendor Group with respect to the Purchased Business (collectively, the “Anti-Corruption LawsActs”). The Vendor Group and parties each undertake that no payments or transfers of anything of value which have the Vendor Group’s Representatives have instituted and maintain policies and procedures designed purpose or effect of public or commercial bribery, money laundering, extortion or other unlawful or improper means of obtaining or retaining business or business advantage shall be made, offered, given, authorised or promised to ensure continued compliance with Anti-Corruption Lawsany person or entity (including, including those for the detectionavoidance of doubt, prevention and reporting of violations. The operations of Vendor Group have been conducted at all times in compliance with Anti-Corruption Laws and there has been no suit, action, investigation (including any internal investigation), inquiry, litigation government official; any political party or proceeding by or before official thereof; any Governmental Authority, customer, business partner candidate for political office; or any arbitrator involving other person, individual or entity at the Vendor Group suggestion, request or direction of or for the benefit of any of the above-described persons and entities) by it or any of its affiliates or persons engaged by or associated with it as listed above. Each party undertakes that it: (a) will not do, or omit to do, any act that will cause or lead the Vendor Group’s representatives with respect to Anti-Corruption Laws, and there are, to the Knowledge of the Vendor Group, no circumstances likely to lead or give rise to any such suit, action, investigation, inquiry, litigation or proceeding. The Vendor Group is not ineligible nor, to the Knowledge of the Vendor Group, considered by any Governmental Authority other party to be ineligible, to tender in breach of either or both paragraphs above; (b) will notify the other party promptly of any request or demand for any contract improper financial or business withother advantage of any kind received from any person in connection with the performance of this Agreement; (c) (if requested), will assist the other party and any of its affiliates in complying with its obligations under the Acts and understands that any breach of this clause will amount to a material breach of this Agreement; (d) indemnifies the other party against any losses, liabilities, damages, fines, costs (including legal fees) and expenses incurred by, or be awarded any contract or business byagainst, such Governmental Authority, or to tender for or perform other party as a result of any sub-contracting work under breach by a contract with such Governmental Authorityparty of this clause.

Anti-Bribery and Corruption. Neither the Vendor Group SUPPLIER nor its Affiliates will make any Subsidiariespayment, nor, to the Knowledge of the Vendor Group, any of their respective shareholders, directors, officers, Employees, distributors, resellers, partners, representatives or other Persons acting on its behalf (collectively the “Vendor Group’s Representatives”) have either directly or indirectly: , of money or other assets, including the compensation SUPPLIER derives from this Agreement (i) offeredcollectively, promiseda “ Payment ”), made to government or authorizedpolitical party officials, officials of International Public Organizations, candidates for public office, or agreed to offer, promise, make representatives of other businesses or authorize, any contribution, expense, payment or gift of funds, property or anything of value to or for the use or benefit persons acting on behalf of any government official of the foregoing (collectively, “ Officials ”) or other individuals where such Payment would constitute violation of any applicable Law, including the Foreign Corrupt Practices Act of 1977 , 15 U . S . C . †† 78 dd - 1 , et seq . , and the United Kingdom Bribery Act . In addition regardless of legality, neither SUPPLIER nor its Affiliates will make any Payment either directly or indirectly to Officials or other individuals if such Payment is for the purpose of securing action improperly influencing decisions or inaction or actions to secure a decision of a Governmental Authority or a government officialbusiness advantage, influence over such action, inaction or decision, or any improper advantage; or (ii) taken any action which is or would be otherwise inconsistent with or prohibited by the Corruption of Foreign Public Officials Act (Canada), the Criminal Code (Canada), or the Foreign Corrupt Practices Act, the Bribery Act 2010 (United Kingdom) or the rules and regulations promulgated thereunder or under any other legislation of any relevant jurisdiction covering a similar subject matter applicable to the Vendor Group including with respect to the Purchased Business (collectively, the “Anti-Corruption Laws”)subject matter of this Agreement . The Vendor Group SUPPLIER shall have necessary procedures in place to prevent bribery and the Vendor Group’s Representatives have instituted corrupt conduct by itself and maintain policies each of its Affiliates and procedures designed to ensure continued compliance with Anti-Corruption Laws, including those for the detection, prevention and reporting of violationssubcontractors . The operations of Vendor Group have been All activities will be conducted at all times in compliance with Anti-Corruption Laws the U . S . False Claims Act and there has been no suitthe U . S . Anti - Kickback Statute . SUPPLIER and each of its Affiliates and subcontractors shall conduct its activities hereunder in accordance with the provisions of Exhibit C to this Agreement . 4. N o Other Representations or Warranties . EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY OTHER WRITTEN AGREEMENT EXECUTED BY EACH OF THE PARTIES, actionTHE PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, investigation (including any internal investigation)EITHER EXPRESS OR IMPLIED, inquiryWRITTEN OR ORAL, litigation or proceeding by or before any Governmental AuthorityIN FACT OR BY OPERATION OF LAW, customerBY STATUTE OR OTHERWISE, business partner or any arbitrator involving the Vendor Group or any of the Vendor Group’s representatives with respect to Anti-Corruption LawsAND EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, and there areINCLUDING ANY EXPRESS OR IMPLIED WARRANTY OF QUALITY, to the Knowledge of the Vendor GroupMERCHANTABILITY, no circumstances likely to lead or give rise to any such suitFITNESS FOR A PARTICULAR PURPOSE, action, investigation, inquiry, litigation or proceeding. The Vendor Group is not ineligible nor, to the Knowledge of the Vendor Group, considered by any Governmental Authority to be ineligible, to tender for any contract or business with, or be awarded any contract or business by, such Governmental Authority, or to tender for or perform any sub-contracting work under a contract with such Governmental AuthorityOR WARRANTY OF NON - INFRINGEMENT .

Anti-Bribery and Corruption. Neither (a) Each of the Vendor Group Shareholders shall exercise all rights and powers available to it in relation to the Company so as to endeavour to ensure that neither the Company nor any Subsidiaries, nor, to the Knowledge of the Vendor Group, any of their respective shareholders, its directors, officers, Employeesagents, distributorsemployees, resellersconsultants and contractors, partners, representatives or any other Persons person acting on its behalf has or will (collectively the “Vendor Group’s Representatives”a) have directly or indirectly: (i) offered, promised, made or authorized, or agreed to offer, promise, make or pay, authorize, or take any contributionact in furtherance of any offer, expensepromise, payment or gift authorization of funds, property or payment of anything of value to or for the use or benefit any Person of any government official Concern for the purpose of securing discretionary action or inaction or a decision of a Governmental Authority or a government officialGovernment Official(s), influence over such action, inaction or decisiondiscretionary action of a Government Official(s), or any an improper advantage; or (iib) taken take any action which is or would be otherwise inconsistent with or prohibited by the substantive prohibitions or requirements of any of the Anti-Bribery and Corruption Laws, in connection with any matter relating to this Agreement. (b) In the performance of Foreign Public Officials Act their obligations under this Agreement, each Party will cause its officers, directors, agents, employees, consultants, contractors, and other persons acting on their behalf, to (Canadaa) comply strictly with all Applicable Laws, including not offering, promising, paying, authorizing, or taking any act in furtherance of any offer, promise, payment or authorization of payment of anything of value to any Person of Concern for the purpose of securing discretionary action or inaction or a decision of a Government Official(s), the Criminal Code (Canadainfluence over discretionary action of a Government Official(s), or an improper advantage; and (b) take no action otherwise inconsistent with or prohibited by the Foreign Corrupt Practices Act, the Bribery Act 2010 (United Kingdom) substantive prohibitions or the rules and regulations promulgated thereunder or under any other legislation requirements of any relevant jurisdiction covering a similar subject Applicable Law, in connection with any matter applicable relating to this Agreement. (c) Each Party hereby agrees that in the Vendor Group with respect performance of its obligations under this Clause 17.3, it shall take appropriate steps to the Purchased Business (collectivelycause Company and its officers, the “Anti-Corruption Laws”). The Vendor Group directors, agents, employees, consultants and the Vendor Group’s Representatives have instituted contractors to implement and maintain while this Agreement is in effect policies and procedures designed to ensure continued compliance with Anti-Corruption all Applicable Laws, including those for the detection, prevention and reporting of violations. The operations of Vendor Group have been conducted at all times in compliance with Anti-Corruption Laws Bribery and there has been no suit, action, investigation (including any internal investigation), inquiry, litigation or proceeding by or before any Governmental Authority, customer, business partner or any arbitrator involving the Vendor Group or any of the Vendor Group’s representatives with respect to Anti-Corruption Laws, and there are, to the Knowledge of the Vendor Group, no circumstances likely to lead or give rise to any such suit, action, investigation, inquiry, litigation or proceeding. The Vendor Group is not ineligible nor, to the Knowledge of the Vendor Group, considered by any Governmental Authority to be ineligible, to tender for any contract or business with, or be awarded any contract or business by, such Governmental Authority, or to tender for or perform any sub-contracting work under a contract with such Governmental Authority.

Anti-Bribery and Corruption. Neither None of the Vendor Group Company nor any of its Subsidiaries, nor any of their respective directors, officers or employees nor, to the Knowledge knowledge of the Vendor GroupCompany, any of their respective shareholdersagents or representatives, directors, officers, Employees, distributors, resellers, partners, representatives or other Persons acting on its behalf (collectively the “Vendor Group’s Representatives”) have directly or indirectly: , (i) offered, promised, made or authorized, or agreed to offer, promise, make or authorize, any contribution, expense, payment or gift of funds, property or anything else of value to or for the use or benefit of any government official Government Official for the purpose of securing action or inaction or a decision of a Governmental Authority Entity or a government officialGovernment Official, influence over such action, inaction or decision, or any improper advantage; or (ii) taken any action which is or would be otherwise inconsistent with or prohibited by the Corruption of Foreign Public Officials Act (Canada), the Criminal Code (Canada), or the Foreign Corrupt Practices Act, the Bribery Act 2010 (United Kingdom) or the rules and regulations promulgated thereunder or under any other legislation of any relevant jurisdiction covering a similar subject matter applicable to the Vendor Group with respect to the Purchased Business (collectively, the “Anti-Corruption Laws”). The Vendor Group and Law binding on the Vendor Group’s Representatives have instituted and maintain policies and procedures designed to ensure continued compliance with Anti-Corruption Laws, including those for the detection, prevention and reporting Company or any of violationsits Subsidiaries. The operations of Vendor Group the Company and its Subsidiaries have been conducted at all times in compliance with Anti-all applicable Anti- Corruption Laws and and, except as disclosed in Schedule 3.1(47) of the Company Disclosure Letter, over the past six years there has been no suit, action, investigation (including any internal investigation), inquiry, litigation or proceeding by or before any Governmental AuthorityEntity, customer, business partner or any arbitrator or any internal investigation involving the Vendor Group Company or any of its Subsidiaries or, to the Vendor Group’s knowledge of the Company, any of their directors, officers, employees, agents or representatives with respect to Anti-Corruption Laws, and there areand, to the Knowledge knowledge of the Vendor GroupCompany, there are no circumstances likely to lead or give rise to any such suit, action, investigation, inquiry, litigation or proceedingproceeding and none are pending or threatened. The Vendor Group is Company and its Subsidiaries are not ineligible nor, to the Knowledge of the Vendor Group, nor considered by any Governmental Authority Entity to be ineligible, to tender for any contract or business with, or be awarded any contract or business by, such Governmental AuthorityEntity, or to tender for or perform any sub-contracting work under a contract with such Governmental AuthorityEntity. Each of the Company and its Subsidiaries have instituted and maintain policies and procedures designed to ensure compliance with such legislation, including those for the detection, prevention and reporting of violations.

Anti-Bribery and Corruption. Neither the Vendor Group Welichem represents and warrants: (i) that neither Welichem nor its Affiliates or any Subsidiaries, nor, to the Knowledge of the Vendor Group, its direct or indirect subsidiaries (including any of their respective shareholdersofficers, directors, officers, Employeesagents, distributors, resellersemployees, partnersstockholders, representatives or other Persons persons associated with or acting on its behalf their behalf) (collectively the “Vendor Welichem Group’s Representatives”) have has directly or indirectly, taken any action which would cause Welichem Group to be in violation of any anti- corruption or anti-corruption law or regulations applicable to Welichem or any of its direct or indirect subsidiaries (“Anticorruption Laws”), including but not limited to the United States Foreign Corrupt Practices Act of 1977, as amended, or the regulations issued thereunder (“FCPA”) and the UK Bribery Act of 2010. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. (ii) Welichem Group has not taken any action that would cause GSK to be in violation of any Anticorruption Laws or the FCPA as of the First Closing Date; (iii) Welichem Group has not promised, authorised, ratified or offered to make, or taken any act in furtherance of any payment or transfer of anything of value, directly or indirectly: (i) offered, promised, made or authorized, or agreed to offer, promise, make or authorize, any contribution, expense, payment or gift of funds, property or anything of value to or for the use or benefit of any government official for the purpose of securing action or inaction or a decision of a Governmental Authority or a government official, influence over such action, inaction or decision, or any improper advantageindividual including Government Officials (as defined below); or (ii) taken to an intermediary for payment to any action which individual including Government Officials; or (3) to any political party. It is the intent of the parties that no payments or transfers of value shall be made, promised, authorised, ratified or offered with the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of securing an improper advantage or obtaining or retaining business; (iv) Welichem Group and each of its direct and indirect subsidiaries is not aware of any signs that a payment has been made in violation of the Anticorruption Laws or the FCPA, including any requests by any third party to be paid in an “off-shore” account, payments in excess of commercially reasonable terms, requests or recommendations from a Government Official for Welichem Group or any direct or indirect subsidiary to retain a particular third party, unusually large expenses by a Company or subsidiary employee or agent, or unusual invoicing procedures or invoices for amounts greater than the amounts Welichem Group or subsidiary actually pays; (v) neither Welichem Group nor any of its officers, directors, employees, agents, or shareholders has been convicted of, or pleaded guilty to, an offense involving fraud, corruption or moral turpitude, and it is not now listed by any government agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or other government contracts; (vi) none of the officers, directors, employees, agents, or shareholders of Welichem Group or any direct or indirect subsidiary are or were Government Officials while they were an officer, director, employee, agent, or shareholder of Welichem Group or such subsidiary, as applicable. As of the date of execution of this Agreement, and during its term, no Government Official is or would be otherwise inconsistent with or prohibited by the Corruption of Foreign Public Officials Act (Canada), the Criminal Code (Canada)will become associated with, or the Foreign Corrupt Practices Actwill own, the Bribery Act 2010 (United Kingdom) or presently owns, an interest, whether direct or indirect, in Welichem Group, or has or will have, any legal or beneficial interest in this Agreement or the rules payments made by GSK hereunder, and regulations promulgated thereunder or under any other legislation that it will notify GSK in the event of any relevant jurisdiction covering a similar subject matter applicable to change in the Vendor Group with respect to the Purchased Business foregoing; CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (collectively, the “Anti-Corruption Laws”)I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. The Vendor IF PUBLICLY DISCLOSED. (vii) Welichem Group and each direct and indirect subsidiary has established and continues to maintain reasonable internal controls and procedures intended to ensure compliance with the Vendor Group’s Representatives have instituted Anticorruption Laws and maintain policies the FCPA, including controls and procedures designed to ensure continued compliance with Anti-Corruption Laws, including those for that Welichem Group’s and its subsidiaries’ agents or other third parties do not make payments in violation of the detection, prevention and reporting of violations. The operations of Vendor Group have been conducted at all times in compliance with Anti-Corruption Anticorruption Laws and there has been no suitthe FCPA; (viii) Welichem Group and its direct and indirect subsidiaries: (A) maintain their books and Records in a manner that, actionin reasonable detail, investigation accurately and fairly reflects the transactions and disposition of their assets; and (including B) maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (I) transactions are executed and access to assets is given only in accordance with management’s authorization, (II) transactions are recorded as necessary to permit preparation of periodic financial statements and to maintain accountability of corporate assets; and (III) recorded assets are compared with existing assets at reasonable intervals and appropriate action is taken with respect to any internal investigation), inquiry, litigation differences between recorded and actual assets; and (IV) No director or proceeding by or before any Governmental Authority, customer, business partner or any arbitrator involving the Vendor officer of Welichem Group or any of its direct or indirect subsidiaries has, directly or indirectly, made or caused to be made false or misleading statements to, or attempted to coerce or fraudulently influence, an accountant in connection with any audit, review, or examination of the Vendor Group’s representatives with respect financial statements of Welichem or any direct or indirect subsidiary. (ix) Welichem Group represents that it has not been convicted of or pleaded guilty to Anti-Corruption Lawsa criminal offence, and there areincluding one involving fraud, corruption, or moral turpitude, that it is not now, to the Knowledge best of its knowledge, the Vendor Groupsubject of any government investigation for such offenses, no circumstances likely to lead or give rise to any such suit, action, investigation, inquiry, litigation or proceeding. The Vendor Group and that it is not ineligible nor, to the Knowledge of the Vendor Group, considered now listed by any Governmental Authority to be ineligiblegovernment agency as debarred, to tender suspended, proposed for any contract suspension or business withdebarment, or be awarded otherwise ineligible for government programmes. (x) Welichem Group represents and warrants that except as disclosed in writing: (1) it does not have any contract interest which directly or business by, such Governmental Authority, or to tender indirectly conflicts with its proper and ethical performance of this Agreement; and (2) it shall maintain arms length relations with all third parties (including government officials) with which it deals for or perform any sub-contracting work under a contract with such Governmental Authorityon behalf of GSK. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED.

Anti-Bribery and Corruption. Neither the Vendor Group Welichem represents and warrants: (i) that neither Welichem nor its Affiliates or any Subsidiaries, nor, to the Knowledge of the Vendor Group, its direct or indirect subsidiaries (including any of their respective shareholdersofficers, directors, officers, Employeesagents, distributors, resellersemployees, partnersstockholders, representatives or other Persons persons associated with or acting on its behalf their behalf) (collectively the “Vendor Welichem Group’s Representatives”) have has directly or indirectly, taken any action which would cause Welichem Group to be in violation of any anti- corruption or anti-corruption law or regulations applicable to Welichem or any of its direct or indirect subsidiaries (“Anticorruption Laws”), including but not limited to the United States Foreign Corrupt Practices Act of 1977, as amended, or the regulations issued thereunder (“FCPA”) and the UK Bribery Act of 2010. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. (ii) Welichem Group has not taken any action that would cause GSK to be in violation of any Anticorruption Laws or the FCPA as of the First Closing Date; (iii) Welichem Group has not promised, authorised, ratified or offered to make, or taken any act in furtherance of any payment or transfer of anything of value, directly or indirectly: (i) offered, promised, made or authorized, or agreed to offer, promise, make or authorize, any contribution, expense, payment or gift of funds, property or anything of value to or for the use or benefit of any government official for the purpose of securing action or inaction or a decision of a Governmental Authority or a government official, influence over such action, inaction or decision, or any improper advantageindividual including Government Officials (as defined below); or (ii) taken to an intermediary for payment to any action which individual including Government Officials; or (3) to any political party. It is the intent of the parties that no payments or transfers of value shall be made, promised, authorised, ratified or offered with the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of securing an improper advantage or obtaining or retaining business; (iv) Welichem Group and each of its direct and indirect subsidiaries is not aware of any signs that a payment has been made in violation of the Anticorruption Laws or the FCPA, including any requests by any third party to be paid in an “off-shore” account, payments in excess of commercially reasonable terms, requests or recommendations from a Government Official for Welichem Group or any direct or indirect subsidiary to retain a particular third party, unusually large expenses by a Company or subsidiary employee or agent, or unusual invoicing procedures or invoices for amounts greater than the amounts Welichem Group or subsidiary actually pays; (v) neither Welichem Group nor any of its officers, directors, employees, agents, or shareholders has been convicted of, or pleaded guilty to, an offense involving fraud, corruption or moral turpitude, and it is not now listed by any government agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or other government contracts; (vi) none of the officers, directors, employees, agents, or shareholders of Welichem Group or any direct or indirect subsidiary are or were Government Officials while they were an officer, director, employee, agent, or shareholder of Welichem Group or such subsidiary, as applicable. As of the date of execution of this Agreement, and during its term, no Government Official is or would be otherwise inconsistent with or prohibited by the Corruption of Foreign Public Officials Act (Canada), the Criminal Code (Canada)will become associated with, or the Foreign Corrupt Practices Actwill own, the Bribery Act 2010 (United Kingdom) or presently owns, an interest, whether direct or indirect, in Welichem Group, or has or will have, any legal or beneficial interest in this Agreement or the rules payments made by GSK hereunder, and regulations promulgated thereunder or under any other legislation that it will notify GSK in the event of any relevant jurisdiction covering a similar subject matter applicable to change in the Vendor Group with respect to the Purchased Business foregoing; [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. (collectively, the “Anti-Corruption Laws”). The Vendor vii) Welichem Group and each direct and indirect subsidiary has established and continues to maintain reasonable internal controls and procedures intended to ensure compliance with the Vendor Group’s Representatives have instituted Anticorruption Laws and maintain policies the FCPA, including controls and procedures designed to ensure continued compliance with Anti-Corruption Laws, including those for that Welichem Group’s and its subsidiaries’ agents or other third parties do not make payments in violation of the detection, prevention and reporting of violations. The operations of Vendor Group have been conducted at all times in compliance with Anti-Corruption Anticorruption Laws and there has been no suitthe FCPA; (viii) Welichem Group and its direct and indirect subsidiaries: (A) maintain their books and Records in a manner that, actionin reasonable detail, investigation accurately and fairly reflects the transactions and disposition of their assets; and (including B) maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (I) transactions are executed and access to assets is given only in accordance with management’s authorization, (II) transactions are recorded as necessary to permit preparation of periodic financial statements and to maintain accountability of corporate assets; and (III) recorded assets are compared with existing assets at reasonable intervals and appropriate action is taken with respect to any internal investigation), inquiry, litigation differences between recorded and actual assets; and (IV) No director or proceeding by or before any Governmental Authority, customer, business partner or any arbitrator involving the Vendor officer of Welichem Group or any of its direct or indirect subsidiaries has, directly or indirectly, made or caused to be made false or misleading statements to, or attempted to coerce or fraudulently influence, an accountant in connection with any audit, review, or examination of the Vendor Group’s representatives with respect financial statements of Welichem or any direct or indirect subsidiary. (ix) Welichem Group represents that it has not been convicted of or pleaded guilty to Anti-Corruption Lawsa criminal offence, and there areincluding one involving fraud, corruption, or moral turpitude, that it is not now, to the Knowledge best of its knowledge, the Vendor Groupsubject of any government investigation for such offenses, no circumstances likely to lead or give rise to any such suit, action, investigation, inquiry, litigation or proceeding. The Vendor Group and that it is not ineligible nor, to the Knowledge of the Vendor Group, considered now listed by any Governmental Authority to be ineligiblegovernment agency as debarred, to tender suspended, proposed for any contract suspension or business withdebarment, or be awarded otherwise ineligible for government programmes. (x) Welichem Group represents and warrants that except as disclosed in writing: (1) it does not have any contract interest which directly or business by, such Governmental Authority, or to tender indirectly conflicts with its proper and ethical performance of this Agreement; and (2) it shall maintain arms length relations with all third parties (including government officials) with which it deals for or perform any sub-contracting work under a contract with such Governmental Authorityon behalf of GSK. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

Anti-Bribery and Corruption. Neither (a) The Borrower undertakes that the Vendor Group nor any SubsidiariesBorrower shall not, norand shall ensure that his personnel, to the Knowledge of the Vendor Group, any of their respective shareholdersofficers, directors, officersagents shall not engage in any form of corruption, Employeesbribery or the giving or receiving of any benefit, distributorsgratification, resellersgift, partnerscommission, representatives financial advantage or advantage/consideration of any kind as an inducement or reward for doing or forbearance from doing any act howsoever related or intending to improperly influence decision making in relation to the Facility or other Persons acting on services from the Bank or any other third party. A breach of this clause may be considered by the Bank to be a material breach and the Bank may, in its behalf discretion, terminate the Facility or other services or contract from the Bank without prejudice to any remedies available to it. (collectively b) The Borrower acknowledges that the “Vendor Group’s Representatives”Bank is under a statutory obligation to report any offer or giving of benefit, gratification, gift, commission or consideration to the relevant regulatory authorities. The Borrower V K D O O W K H U H I R U H S U R P S W O \ D Q G officer(s) have directly or indirectly: director(s):- (i) offered, promised, made request(s) or authorized, demand(s) for or agreed attempt(s) to offer, promise, make request or authorize, any contribution, expense, payment or gift of funds, property or anything of value to or for the use or benefit of any government official for the purpose of securing action or inaction or a decision of a Governmental Authority or a government official, influence over such action, inaction or decision, or any improper advantagedemand for; or and/or (ii) taken receive(s), take(s) or extort(s) or attempts to receive or take or extort any action which is benefit, gratification, gift, commission, financial advantage or would advantage/ consideration of any kind as an inducement or reward for doing or forbearance from doing any act howsoever related or intending to improperly influence any decision to be otherwise inconsistent with or prohibited made by the Corruption Bank whether in connection with the Facility, other services or contract from the Bank. (c) All reporting by the Borrower pursuant to Section 40.1 E D E R Y H P D \ E H Whistle Blowing Policy as set out in ▇▇▇▇▇://▇▇▇.▇▇▇▇.▇▇▇/en/who-weare/overview/corporate- governance/code-of-conduct/whistle-blowing.html. (d) 7 K H % R U U R Z H U D J U H H-opVerate andWprovRide reasoUnablHe assistance during any investigation or audit by the Bank relating to any allegations of Foreign Public Officials Act bribery or corruption. SECTION 4 1 42.1 References in this Agreement (Canada)a) Reference to the masculine gender includes the feminine and neuter genders and vice versa and references to the singular number include the plural and vice versa. (b) Where two or more persons are included in any expression used in this Agreement, the Criminal Code (Canada)such expression will mean all such persons, or the Foreign Corrupt Practices Act, the Bribery Act 2010 (United Kingdom) or the rules and regulations promulgated thereunder or under any other legislation of any relevant jurisdiction covering a similar subject matter applicable to the Vendor Group with respect to the Purchased Business (collectively, the “Anti-Corruption Laws”). The Vendor Group and the Vendor Group’s Representatives have instituted and maintain policies and procedures designed to ensure continued compliance with Anti-Corruption Laws, including those for the detection, prevention and reporting of violations. The operations of Vendor Group have been conducted at all times in compliance with Anti-Corruption Laws and there has been no suit, action, investigation (including any internal investigation), inquiry, litigation or proceeding by or before any Governmental Authority, customer, business partner or any arbitrator involving the Vendor Group each or any of them. All covenants, terms, stipulations, undertakings, certificate, statement, notice, demand or other communications expressed to be made by or on the Vendor Group’s representatives with respect part of such persons will be considered to Anti-Corruption Lawsbe made by and binding upon such persons jointly and severally. (c) References to a natural person are to be construed to include references to a corporation, firm, partnership, joint venture, unincorporated body of persons, individual or any state or agency of a state, whether or not a separate legal entity. (d) Section headings are inserted for ease of reference only. (e) References to any document are references to that document as amended, novated, supplemented, extended or restated, and there areinclude any document which is in addition to or in substitution to such document. (f) References to any statute, law, enactment, guidelines, rule or regulation include the statute, law, enactment, guidelines, rules or regulations as re-enacted, amended, extended or issued under the same from time to time. References to "law" include by-laws, common or customary law and any constitution, decree, judgment, legislation, order, ordinance, regulation, statute, treaty or other legislative measure in any jurisdiction or any present or future directive, regulation, request or requirement (in each case, whether or not having the force of law but, if not having the force of law, the compliance should be in accordance with the general practice of persons to whom the directive, regulation, request or requirement is addressed). (g) References to any Schedule or Section are references to the Knowledge Schedules and Section of the Vendor Group, no circumstances likely this Agreement. (h) All Schedules to lead or give rise to any such suit, action, investigation, inquiry, litigation or proceeding. The Vendor Group is not ineligible nor, to the Knowledge of the Vendor Group, considered by any Governmental Authority this Agreement are to be ineligible, to tender for any contract or business with, or be awarded any contract or business by, such Governmental Authority, or to tender for or perform any sub-contracting work under a contract with such Governmental Authorityread and construed as an essential part of this Agreement.

Anti-Bribery and Corruption. Neither 17.1 Each Group Company, each Seller, and the Vendor officers, directors, employees, shareholders, partners, contractors, sub-contractors, intermediaries, representatives and agents of each Group nor any Subsidiaries, nor, to Company and Seller in the Knowledge of the Vendor Group, any course of their respective shareholdersduties to such companies have complied with: (a) all applicable anti-bribery and/or anti-corruption laws, directorsstatutes, officers, Employees, distributors, resellers, partners, representatives or other Persons acting on its behalf (collectively the “Vendor Group’s Representatives”) have directly or indirectly: (i) offered, promised, made or authorized, or agreed to offer, promise, make or authorize, any contribution, expense, payment or gift of funds, property or anything of value to or for the use or benefit of any government official for the purpose of securing action or inaction or a decision of a Governmental Authority or a government official, influence over such action, inaction or decision, or any improper advantage; or (ii) taken any action which is or would be otherwise inconsistent with or prohibited by the Corruption of Foreign Public Officials Act (Canada), the Criminal Code (Canada), or the Foreign Corrupt Practices Act, the Bribery Act 2010 (United Kingdom) or the rules codes and regulations promulgated thereunder or under any other legislation of any relevant jurisdiction covering a similar subject matter applicable to the Vendor Group with respect to the Purchased Business (collectively, the “Anti-Corruption Laws”). The Vendor ) of any jurisdiction in which the relevant Group Company or Seller conducts its business; and (b) any relevant anti-bribery and anti-corruption obligations pursuant to any contract between the Vendor Grouprelevant Group Company or Seller and any third party. 17.2 So far as the Sellers are aware, none of the officers, directors, employees, shareholders, partners, contractors, sub-contractors, representatives and agents of any Group Company have, in the course of their activities relating to the business of any Group Company, and no Seller has: (a) offered, paid, promised to pay or authorised the payment of (whether directly or indirectly) anything of value to any other person as an inducement or reward for a person to improperly perform or omit a relevant function or activity, to influence the acts or decisions of a government official in that person’s Representatives have instituted and maintain policies and procedures designed official capacity, to ensure continued compliance use that person’s influence with Anti-Corruption a government or its instrumentality to influence an official act or decision, to secure an improper advantage; or (b) the purpose was to obtain or retain business, to direct business to any person, or to influence any official actions or decisions with respect to the Permits; and (c) such offer, payment, promise of payment, or authorization of payment was unlawful under Applicable Laws, including those but not limited to, Anti- Corruption Laws. For the purposes of this paragraph 18.2 a function or activity is a "relevant function or activity" if such function or activity is commercial or public in nature and expected to be performed in good faith or impartially or in a position of trust including but not limited to any official duties of a public official that is required by law. For the purposes of this paragraph 18.2 a “government official” includes any officer, employee, or agent of (i) any national, regional, or local government or any department, agency, or instrumentality thereof; (ii) any public international organization; (iii) any political party or candidate for political office; (iv) any state-owned enterprise; or (v) any person acting in an official capacity for or on behalf of the detectionforegoing governmental entities, prevention and reporting public international organizations, political parties or candidates, or state-owned enterprises. 17.3 No Group Company, nor any of violations. The operations the officers, directors, employees or agents of Vendor any Group have been conducted at all times Company is involved in compliance with Anti-Corruption Laws and there has been no suit, action, investigation (including any internal investigation), inquiry, litigation claim or proceeding proceedings in relation to any alleged bribery or corruption offence or similar conduct, nor so far as the Sellers are aware are any such investigations, inquiries, claims or proceedings pending or threatened by or before against any Governmental Authority, customer, business partner Group Company or any arbitrator involving officer, director, employee or agent of any Group Company, nor so far as the Vendor Group Sellers are aware are there any facts or any of the Vendor Group’s representatives with respect to Anti-Corruption Laws, and there are, to the Knowledge of the Vendor Group, no circumstances likely to lead or which may give rise to any such suitinvestigations, actioninquiries, investigation, inquiry, litigation claims or proceeding. The Vendor Group is not ineligible nor, to the Knowledge proceedings being commenced by or against any of the Vendor Groupforegoing persons. 17.4 Each Group Company has established and maintains adequate anti-bribery and anti-corruption policies and procedures (including policies relating to facilitation payments, considered by any Governmental Authority to be ineligiblepolitical donations, to tender gifts, hospitality, recordkeeping and accounting for any contract or business withexpenses, or be awarded any contract or business by, such Governmental Authority, or to tender for or perform any sub-contracting work under a contract internal controls and audits) and has fully implemented the foregoing policies and procedures in compliance with such Governmental Authorityall Applicable Laws.

Anti-Bribery and Corruption. Neither 9.1 The Consultant acknowledges that PIDG has a zero tolerance of bribery and corruption. 9.2 When providing the Vendor Group nor Services to PIDG Ltd, the Consultant will and will require that the Consultant’s Personnel and its Associated Persons involved in delivering the Services comply with all applicable Anti-Bribery Laws. 9.3 The Consultant covenants throughout the term of this Contract to use all reasonable endeavours to procure that none of the Consultant’s Personnel or Associated Persons involved in delivering the Services will engage in any Subsidiariesactivity, norpractice or conduct or take any action, directly or indirectly, which would constitute an offence under any applicable Anti-Bribery Laws. 9.4 In connection with the Services the Consultant will either: (a) comply, and require the Consultant’s Personnel and Associated Persons to comply, with the PIDG Anti-corruption and Integrity Operating Policy as amended from time to time; or (b) maintain throughout the term of the Contract and comply with, and require the Consultant’s Personnel and Associated Persons to comply with, the Consultant’s own anti-corruption policies, procedures and systems which are no less stringent than the PIDG Anti-corruption and Integrity Operating Policy to ensure compliance with all applicable Anti-Bribery Laws. 9.5 The Consultant will, as soon as the Consultant is made aware, promptly report to PIDG Ltd: (a) any request or demand for a bribe, kickback, facilitation payment or any other undue financial or other Advantage of any kind received by the Consultant or any of the Consultant’s Personnel or Associated Persons in connection with the Services; and/or (b) any allegations or proceedings or investigation against the Consultant, the Consultant’s Personnel or Associated Persons in connection with bribery or corruption; or (c) if a Public Official (as such term is defined in the applicable Anti-Bribery Laws) becomes a member of the Consultant’s Personnel or Associated Persons. 9.6 The Consultant represents and warrants that: (a) None of the Consultant, any member of the Consultant’s Personnel or, to the Knowledge knowledge of the Vendor GroupConsultant, any of Associated Person or their respective shareholders, directors, officersofficers or employees or Associated Persons, Employeesis aware of or has taken any action, distributors, resellers, partners, representatives or other Persons acting on its behalf (collectively the “Vendor Group’s Representatives”) have directly or indirectly: , that could result in a violation by such persons of Anti- Bribery Laws, to which the Consultant, any member of the Consultant’s Personnel or any Associated Person is subject and, without limitation, they have not (directly or indirectly) (i) offered, promisedpaid, made promised to pay or authorizedauthorised the payment of any money or other Advantage that could constitute a bribe, (ii) solicited, accepted or agreed received any money or other advantage that could constitute a bribe or (iii) given, promised to offer, promise, make give or authorize, any contribution, expense, payment or gift authorised the giving of funds, property or anything of value to or for any Public Official (as such term is defined in the use or benefit of any government official for the purpose of securing action or inaction or a decision of a Governmental Authority or a government official, influence over such action, inaction or decision, or any improper advantage; or (ii) taken any action which is or would be otherwise inconsistent with or prohibited by the Corruption of Foreign Public Officials Act (Canada), the Criminal Code (Canada), or the Foreign Corrupt Practices Act, the Bribery Act 2010 (United Kingdom) or the rules and regulations promulgated thereunder or under any other legislation of any relevant jurisdiction covering a similar subject matter applicable to the Vendor Group with respect to the Purchased Business (collectively, the “Anti-Corruption Bribery Laws”). ) in contravention of the applicable Anti-Bribery Laws. (b) The Vendor Group Consultant, has conducted its business in compliance with applicable Anti- Bribery Laws and the Vendor Group’s Representatives have has instituted and maintain policies maintained policies, procedures and procedures systems designed to ensure, and which are reasonably expected to continue to ensure continued compliance with such Anti-Corruption Bribery Laws, including those for the detectionmaintenance of complete and accurate books and records and an effective system of internal accounting controls; and (c) No investigation, prevention and reporting of violations. The operations of Vendor Group have been conducted at all times in compliance with Anti-Corruption Laws and there proceedings or claim has been no suit, action, investigation (including any internal investigation), inquiry, litigation or proceeding by or before any Governmental Authority, customer, business partner initiated against the Consultant or any arbitrator involving the Vendor Group or any member of the Vendor GroupConsultant’s representatives with respect to Anti-Corruption Laws, and there arePersonnel or, to the Knowledge knowledge of the Vendor Consultant, its Associated Persons or their directors, officers, employees or Associated Persons, by any governmental, administrative, judicial or regulatory body, authority or organisation in relation to any applicable Anti-Bribery Laws. 9.7 The Consultant shall indemnify and hold harmless and keep indemnified PIDG Ltd (for itself, and for any member of the PIDG Group), its directors, officers, employees and agents from and against all and any liability or loss suffered or incurred in any jurisdiction by PIDG Ltd or the PIDG Group, its directors, officers, employees or agents due to a breach by the Consultant, the Consultant’s Personnel or its Associated Persons of any applicable Anti-Bribery Laws. 9.8 If any taxation authority in any jurisdiction brings into any charge to taxation any sum payable under the indemnity contained in this clause, the amount so payable will be increased by such amount as will ensure that the person to whom payment is made will retain, after deduction of the taxation so chargeable, the amount it would have retained had no circumstances likely to lead or give rise to any such suittax been payable. 9.9 In order that PIDG Ltd may ensure its own compliance with the applicable Anti-Bribery Laws, actionthe Consultant agrees, investigation, inquiry, litigation or proceeding. The Vendor Group is not ineligible noron reasonable notice, to allow PIDG Ltd to inspect its anti- corruption policies, procedures and systems and, where necessary, to make any recommendations for improvement that may be found to be necessary. Such inspection is to be carried out as expediently as possible and with as minimum disruption to the Knowledge business of the Vendor Group, considered by any Governmental Authority to be ineligible, to tender for any contract or business with, or be awarded any contract or business by, such Governmental Authority, or to tender for or perform any sub-contracting work under a contract with such Governmental AuthorityConsultant as possible.

Anti-Bribery and Corruption. Neither the Vendor Group nor any SubsidiariesEach Party is committed to conducting its business in an ethical manner and expects all its employees and parties with which it has a contractual relationship to conduct themselves with high ethical standards and to comply with applicable laws and regulations relating to anti-corruption, nor, to the Knowledge of the Vendor Group, any of their respective shareholders, directors, officers, Employees, distributors, resellers, partners, representatives or other Persons acting on its behalf (collectively the “Vendor Group’s Representatives”) have directly or indirectly: (i) offered, promised, made or authorized, or agreed to offer, promise, make or authorize, any contribution, expense, payment or gift of funds, property or anything of value to or for the use or benefit of any government official for the purpose of securing action or inaction or a decision of a Governmental Authority or a government official, influence over such action, inaction or decision, or any improper advantage; or (ii) taken any action which is or would be otherwise inconsistent with or prohibited by the Corruption of Foreign Public Officials Act (Canada)including but not limited to, the Criminal Code (Canada), or the United States Foreign Corrupt Practices ActAct of 1977, the UK Bribery Act of 2010 (United Kingdom) or and the rules laws and regulations promulgated thereunder or under any other legislation of any relevant jurisdiction covering a similar subject matter applicable to the Vendor Group with respect to the Purchased Business where each Party resides (collectively, the “Anti-Corruption Laws”). The Vendor Group Merchant shall review and comply with Grab’s Anti-Bribery and Corruption Policy and/or any other relevant rules provided by Grab. Each Party represents and warrants that, to the Vendor Groupbest of its knowledge, neither it nor any person who (by reference to all relevant circumstances) performs services or acts for or on its behalf in any capacity (including, without limitation, employees, agents, related corporations, and subcontractors) (“Representatives”) has contravened, or procured or encouraged third parties (including, for the avoidance of doubt, the employees or any person acting on its behalf) to contravene Anti-Corruption Laws in connection with the Agreement. The Merchant covenants that it has not and shall not, in all activities in connection with the performance of this Agreement, directly or indirectly, offer or pay, promise to pay or authorize such offer or payment of any money or anything of value to any individual, including a government official, for the purpose of influencing, inducing or rewarding any act or omission of an act to secure an improper advantage or to improperly acquire or preserve or obtain business. The Merchant shall not instruct, cause or permit any third party to violate the conditions set forth in this Clause 27.3 on behalf of the Merchant or Grab. The Merchant shall immediately notify Grab if, any person employed by Grab or acting on Grab’s behalf or any of Merchant’s Representatives, has contravened or attempted to contravene any Anti-Corruption Laws in connection with the Agreement, and shall take adequate steps to protect the interests of both Grab and Merchant. All notices to Grab in this regard should be sent to the following email address ▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ or via filling up the following ▇▇▇▇://▇▇.▇▇▇▇.▇▇▇/wb. Grab shall be entitled to terminate this Agreement forthwith if the other party or any of its Representatives have instituted and maintain policies and procedures designed has contravened or attempted to ensure continued compliance with contravene any Anti-Corruption Laws, including those for whether in connection with the detection, prevention Agreement or otherwise. Such termination shall be without prejudice to Grab other rights and reporting of violations. The operations of Vendor Group have been conducted at all times in compliance with Anti-Corruption Laws and there has been no suit, action, investigation (including any internal investigation), inquiry, litigation remedies whether under the Agreement or proceeding by or before any Governmental Authority, customer, business partner or any arbitrator involving the Vendor Group or any of the Vendor Group’s representatives with respect to Anti-Corruption Laws, and there are, to the Knowledge of the Vendor Group, no circumstances likely to lead or give rise to any such suit, action, investigation, inquiry, litigation or proceeding. The Vendor Group is not ineligible nor, to the Knowledge of the Vendor Group, considered by any Governmental Authority to be ineligible, to tender for any contract or business with, or be awarded any contract or business by, such Governmental Authority, or to tender for or perform any sub-contracting work under a contract with such Governmental Authorityotherwise.

Anti-Bribery and Corruption. Neither None of the Vendor Group Company nor any of its Subsidiaries, nor any of their respective directors, officers or employees nor, to the Knowledge knowledge of the Vendor GroupCompany, any of their respective shareholdersagents or representatives, directors, officers, Employees, distributors, resellers, partners, representatives or other Persons acting on its behalf (collectively the “Vendor Group’s Representatives”) have directly or indirectly: , (i) offered, promised, made or authorized, or agreed to offer, promise, make or authorize, any contribution, expense, payment or gift of funds, property or anything else of value to or for the use or benefit of any government official Government Official for the purpose of securing action or inaction or a decision of a Governmental Authority Entity or a government officialGovernment Official, influence over such action, inaction or decision, or any improper advantage; or (ii) taken any action which is or would be otherwise inconsistent with or prohibited by the Corruption of Foreign Public Officials Act (Canada), the Criminal Code (Canada), or the Foreign Corrupt Practices Act, the Bribery Act 2010 (United Kingdom) or the rules and regulations promulgated thereunder or under any other legislation of any relevant jurisdiction covering a similar subject matter applicable to the Vendor Group with respect to the Purchased Business (collectively, the “Anti-Corruption Laws”). The Vendor Group and Law binding on the Vendor Group’s Representatives have instituted and maintain policies and procedures designed to ensure continued compliance with Anti-Corruption Laws, including those for the detection, prevention and reporting Company or any of violationsits Subsidiaries. The operations of Vendor Group the Company and its Subsidiaries have been conducted at all times in compliance with all applicable Anti-Corruption Laws and over the past six years there has been no suit, action, investigation (including any internal investigation), inquiry, litigation or proceeding by or before any Governmental AuthorityEntity, customer, business partner or any arbitrator or any internal investigation involving the Vendor Group Company or any of its Subsidiaries or, to the Vendor Group’s knowledge of the Company, any of their directors, officers, employees, agents or representatives with respect to Anti-Corruption Laws, and there areand, to the Knowledge knowledge of the Vendor GroupCompany, there are no circumstances likely to lead or give rise to any such suit, action, investigation, inquiry, litigation or proceedingproceeding and none are pending or threatened. The Vendor Group is Company and its Subsidiaries are not ineligible nor, to the Knowledge of the Vendor Group, nor considered by any Governmental Authority Entity to be ineligible, to tender for any contract or business with, or be awarded any contract or business by, such Governmental AuthorityEntity, or to tender for or perform any sub-contracting work under a contract with such Governmental AuthorityEntity. Each of the Company and its Subsidiaries have instituted and maintain policies and procedures designed to ensure compliance with such legislation, including those for the detection, prevention and reporting of violations.

Anti-Bribery and Corruption. Neither the Vendor Group Purchaser nor any of its Subsidiaries, nor any of their respective directors, officers or employees nor, to the Knowledge knowledge of the Vendor GroupPurchaser, any of their respective shareholders, directors, officers, Employees, distributors, resellers, partners, agents or representatives or other Persons acting on its behalf (collectively the “Vendor Group’s Representatives”) have directly or indirectly: , (i) offered, promised, made or authorized, or agreed to offer, promise, make or authorize, any contribution, expense, payment or gift of funds, property or anything else of value to or for the use or benefit of any government official Government Official for the purpose of securing action or inaction or a decision of a Governmental Authority Entity or a government officialGovernment Official, influence over such action, inaction or decision, or any improper advantage; or (ii) taken any action which is or would be otherwise inconsistent with or prohibited by the Corruption of Foreign Public Officials Act (Canada), the Criminal Code (Canada), or the Foreign Corrupt Practices Act, the Bribery Act 2010 (United Kingdom) or the rules and regulations promulgated thereunder or under any other legislation of any relevant jurisdiction covering a similar subject matter applicable to the Vendor Group with respect to the Purchased Business (collectively, the “Anti-Corruption Laws”). The Vendor Group and the Vendor Group’s Representatives have instituted and maintain policies and procedures designed to ensure continued compliance with Anti-Corruption Laws, including those for the detection, prevention and reporting of violations. The operations of Vendor Group the Purchaser and its Subsidiaries have been conducted at all times in compliance with Anti-Corruption Laws and over the past six years there has been no suit, action, investigation (including any internal investigation), inquiry, litigation or proceeding by or before any Governmental AuthorityEntity, customer, business partner or any arbitrator or any internal investigation involving the Vendor Group Purchaser or any of the Vendor Group’s its Subsidiaries or any of their directors, officers, employees, agents or representatives or, with respect to Anti-Corruption Laws, and there are, to the Knowledge of the Vendor Group, are no circumstances likely to lead or give rise to any such suit, action, investigation, inquiry, litigation or proceedingproceeding and none are pending or threatened. The Vendor Group is Purchaser and its Subsidiaries are not ineligible nor, to the Knowledge of the Vendor Group, nor considered by any Governmental Authority Entity to be ineligible, to tender for any contract or business with, or be awarded any contract or business by, such Governmental AuthorityEntity, or to tender for or perform any sub-contracting work under a contract with such Governmental AuthorityEntity. Each of the Purchaser and its Subsidiaries have instituted and maintain policies and procedures designed to ensure compliance with such legislation, including those for the detection, prevention and reporting of violations.