PURCHASE ORDER CLAUSE

1. The supplier represents and warrants that any activity performed, directly and indirectly, under this purchase order shall be conducted in accordance with all applicable laws and regulations (civil, criminal, administrative, etc., both national and international), including, without limitation, Legislative Decree No. 219/2006, Legislative Decree No. 332/2000, Legislative Decree No. 206/2005, applicable copyright and/or intellectual and industrial property laws and regulations and the provisions of the Italian Civil Code on unfair competition, as well as the rules set forth in the Code of Ethics of Farmindustria, the Code of Ethics of Assobiomedica, or similar, as applicable, as well as the principles of Italian Legislative Decree 231/2001 and international anti-corruption legislations, such as OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, UK Bribery Act and US Foreign Corrupt Practices Act (hereinafter, the "Laws").
2. The supplier further represents and warrants that the goods supplied and/or the services rendered pursuant to this purchase order shall not infringe any third party's copyrights and/or intellectual or industrial property rights.
3. In the performance of this purchase order, the supplier represents and warrants to have carefully read, and comply with the principles of Company's Ethical Code and with Company's General Principles of Conduct (hereinafter, collectively, the "Compliance Program"), available at Ethics & Compliance
4. The supplier agrees that the Company shall have the right to conduct audits in order to verify the supplier's compliance with the terms of this clause.
5. Should the supplier breach the Laws or the Compliance Program, the following sanctions may be applied by the Company:
   a) warning notice to ask the supplier to strictly abide by the Company's Compliance Program. The warning notice may provide the implementation, at the supplier's sole cost and responsibility, of one or more corrective actions to remedy the violation (hereinafter, the "Remediation Plan").
   b) In case the Remediation Plan is not implemented, the Company may apply to the supplier a penalty of 10% (ten per cent) of the overall value of this purchase order or, taking into account the importance of the breach, may immediately terminate the commercial relationship with the supplier;
   c) immediate termination of the commercial relationship with the supplier.
6. The provisions of the preceding paragraphs are without prejudice to the right of the Company to claim further damages in case of violation of the laws, regulations, provisions and principles set forth in this clause by the supplier.
7. It is understood that the supplier shall defend, indemnify and hold harmless the Company from any and all obligation, expense, fine, consequences or adverse implications, third party' claim or action for any reason (including, claim or action pursuant to copyright and/or intellectual and industrial property rights laws and regulations) that may result from the conduct of the supplier violating the laws, regulations, provisions and principles set forth in the present clause.