Accessing Innovation . . . Serving Patients
NewBridge
CODE OF BUSINESS CONDUCT
MESSAGE FROM THE PRESIDENT & CEO Dear Colleagues, I spent 30 years with “big Pharma”, working closely with talented people, managed blockbuster products and was mentored by many great industry leaders. I also served as Vice Chair for PhRMA MEA and as Chairman of the MEA Ethics Review Board.
TABLE OF CONTENTS Our Company, Our Mission, Vision and Values Understanding our Code of Conduct Section 1 - Conduct in the Workplace A. Confidentiality and Records Management B. Intellectual Property
NewBridge was established to provide a “one-stop-solution” to address our clients’ needs, creating the bridge to bring innovative health care products to address unmet medical needs for patients in the Africa, Middle East and Turkey Region (AfMET), and to become the preferred regional commercial partner to this industry we serve; it is our purpose and our mission.
C. Personal Data Privacy
Performance with integrity is a key part of our foundation. We operate in a sound and ethical manner, complying with applicable laws, regulations and according to our internal Code of Conduct. Our most valuable assets of people, reputation, ethics and integrity sit at the heart of our new Code of Business Conduct. Protecting these assets is the responsibility of everyone in the Company.
G. Personal Political Activity
As you all know, NewBridge’s reputation is integral to our success, and is upheld and enhanced or diminished by each person’s decisions, actions, and sense of business ethics. To that end, we have established a Code of Business Conduct and Ethics to help all of us comply with the law and maintain the highest standards of ethical conduct. Please read this document carefully, understand its contents and then apply the principles it states in the course of your work. If you have any questions or are unsure about a particular policy or compliance issue, we urge you to contact a member of the Compliance Committee.
D. Company Property E. Internet Usage F. Social Media H. Employee Health, Safety and Security I. Drugs and Alcohol J. Anti-Harassment and Non-Discrimination K. Media and Public Enquiries Section 2 - How We Do Business A. Conflict of Interest B. Pharmacovigilance / Adverse Event Reporting C. Marketing Ethics
All employees are required to know and abide by the Code and understand what is expected of each of us. By embracing the Code, we honor our values, which helps us achieve our mission and vision.
D. Prohibited Payments and Anti-Bribery Obligations
With your help, we are confident that our values and reputation will be upheld long into the future.
F. Export Controls and Economic Sanctions
Thank you,
Joe Henein President and Chief Executive Officer
E. Anti-Trust and Competition Law G. Anti-Boycott Section 3 - Compliance Reporting and NonRetaliation
OUR MISSION, VISION AND VALUES
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Mission
OUR COMPANY NewBridge Pharmaceuticals (which is also referred to as NBP throughout this Code) (www.nbpharma.com) is a first-in-class specialty therapeutics company focused on pharmaceuticals, biologics, and other innovative healthcare products. NBP specializes in in-licensing, acquiring, registering and commercializing FDA, EMA/European approved products to address the unmet medical needs of diseases with high regional prevalence and in bringing innovative solutions to the patients in the AfMET Region. Our focus is on products for oncology, immunology, diseases of the central nervous system and metabolic and gastro-intestinal disorders. Future expansion includes establishment of manufacturing and product development capabilities and the establishment of our own branded products. Headquartered in Dubai, NBP is financially backed by Burrill & Company (Burrill), a San Francisco-based global leader in life sciences with activities in venture capital, private equity, merchant banking and media, Kuwait Life Sciences Company (KLSC), the life science arm of National Technology Enterprises Company (NTEC), a Kuwait investment authority mandated fund and Élan Corporation plc., a biotechnology company, headquartered in Ireland (Élan). The Burrill/KLSC/Élan expansive life sciences network and partnership provides NBP unprecedented access to U.S. and Europe and biotechnology companies, products and investment expertise. NewBridge’s innovative business model and efficient commercialization engine is built by successful and respected industry leaders with strong local and international track records. In addition, we have built internal functional expertise in areas of regulatory affairs, medical, pharmacovigilance and commercial sales and marketing. Capabilities acquired through years of experience in multinational pharma. The team is wellconnected to a wide range of partners and key stakeholders both in and out of the region, operating within a compliant model and offering a flexible approach to jointventures and partnerships. This integrated and unique strategy of regional and local expertise coupled with a strong international network makes NewBridge unique in its offering and well positioned to be the partner-of-choice for pharmaceutical, biotechnology and other healthcare companies seeking access to the rapidly expanding markets of the AfMET Region.
Our mission is to be a premium specialty pharmaceutical company that accesses technology and brings innovative solutions to address unmet medical needs and serve patients in the AfMET region.
Vision We strive to be the regional partner of choice for pharmaceutical and healthcare companies seeking access to the rapidly growing AfMET region and to build our own branded products to improve the health and quality of life for patients in our region and bring value to our partners and to our shareholders.
Our Values Our values are a critical part of who we are as a company today and who we will be tomorrow.
Quality We are committed to introducing high quality and innovative products that enhance the lives of our patients. We strive to provide services that are exceptional and exceed expectations.
Integrity Performance with integrity is a key part of our foundation. We operate in a sound and ethical manner, complying with applicable laws, regulations and according to our internal code of conduct.
Leadership
Teamwork & Collaboration
We recognize that leading with vision is where the road to success begins. We inspire and motivate our people; we recognize and reinforce their efforts and we envision, engage and empower them.
We believe in the power of a promise. Passionate and devoted employees who put their hearts and minds to work in order to achieve the best results. We value honesty, respect and trustworthiness in all our activities and relationships. We communicate openly and transparently, and appreciate diversity of thoughts and actions.
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UNDERSTANDING OUR CODE OF CONDUCT
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Introduction As a first-in-class specialty therapeutics company, it is our policy and commitment to conduct business in a fair, honest and lawful manner while maintaining our ethical obligations to healthcare professionals («HCPs») and patients. It is this that defines us as personal representatives of NewBridge. Consistent with our core values, NBP complies with all applicable laws and regulations, professional requirements and industry standards in the countries in which we conduct business and, as necessary, any applicable extraterritorial laws of the countries in which we have partners and major shareholders. Compliance and ethics, however, are not only at the forefront of our own agenda, but they are priorities for our partners whose commitment must be reflected in our day-to-day business activities on their behalf. Driven by these core values, the provisions of this Code of Business Conduct (“Code”) and its implementing procedures are the benchmarks that we all must follow to ensure we are living up to our highest standards as we conduct our day-to-day business. In addition, all NBP Employees are expected to be aware of and comply with the codes of conduct of all NBP partners for whom they are working.
Every NBP Employee will be required to confirm on a regular basis that they have read and understood the NBP Code of Business Conduct and implementing procedures, and are in compliance with the same. Amendments or modifications to the NBP Code of Business Conduct and implementing procedures may only be made in writing by the NBP Compliance Committee. If you have any concerns or questions regarding the below, please contact either your direct manager or the NBP Compliance Committee.
Scope This Code covers all NBP business. It applies to all NBP employees, consultants, agents, wholesalers, distributors and any other third-parties acting on NBP’s behalf (“Employees”) and any actions they take in furtherance of NBP’s or its partners’ business.
Responsibility As an overarching principle, it is the responsibility of each Employee to ensure that he/she is in compliance with this Code and any implementing procedures. Failure to comply with this Code may result in disciplinary action up to and including termination of employment. It is the responsibility of each Employee to notify NBP as soon as possible if he/she becomes aware of any suspected violations of this Code, implementing procedures, other NBP policies, NBP's partners' codes of conduct, or applicable laws or regulations, or if he/she is asked to engage in any violations of the same or other unethical or inappropriate acts. Responsibility for local implementation, enforcement and adherence to this Code and local implementing procedures is assigned to the NBP Compliance Committee, (See Page 24), who may also delegate certain responsibilities to senior managers based in each country.
SECTION 1
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e. A ll information generated electronically should be saved on the NBP computer system as soon as possible after creation.
CONDUCT IN THE WORKPLACE
f. A ll NBP computers should be password-protected. Passwords must not be shared with anyone other than designated Employees and cannot be stored where someone can find them or be sent over email or other messaging platform. g. L ock or turn off computers when leaving your work area for an extended length of time. h. Laptops must be placed in a secure area or taken home at the end of each day. i. A ttempting to breach computer or network security measures is prohibited.
A) Confidentiality and Records Management 1. In the course of your work at NBP you will come across Confidential Information, intellectual property and proprietary materials of NBP, its partners, vendors, customers and Employees. All Employees are obligated to maintain the confidentiality of this data by complying with this Code. The duty to keep such data confidential extends even after your employment with NBP. 2. What information is confidential? The term “Confidential Information� refers to anything that is not known to the general public or third-parties, such as business plans/strategies, financial information about NBP, its customers, partners or suppliers, personal information, intellectual property and proprietary material. As a general rule, however, all information should be treated as confidential, should only be used for its intended purpose and should not be disclosed to third-parties without the appropriate permission. This Code is not intended to limit your confidentiality obligations under your employment/labor contract or other contracts (such as nondisclosure agreements with NBP customers or partners). 3. To Whom Can I Disclose Confidential Information? Confidential Information is generally not to be disclosed to anyone outside of NBP. At times, however, disclosure will be necessary in the course of NBP’s business. While in such cases Confidential Information may be authorized to be disclosed to third-parties, if you are ever in doubt about whether such information can be disclosed, make sure that you discuss it first with your manager. 4. Keeping Confidential Information Confidential. To best ensure that Confidential Information remains confidential, Employees must comply with the following: a. A t all times keep confidential documents and files in locked drawers or filingcabinets provided by the company unless the documents are being used. b. I f away from your desk for an extended period, such as for a lunch-break, sensitive or confidential working papers are expected to be placed in locked drawers or filing cabinets. c. At the end of the working day, NBP employees are expected to tidy their desks and to put away all office papers. d. A ny confidential document that is disposed of should be shredded, and should not simply be thrown away.
j. Only NBP Employees may use NBP issued computers and the NBP IT system. Such items may only be used for business purposes. k. C onfidential Information must not be transmitted to or from personal email addresses. Business should not be conducted using personal email addresses. l. M emory sticks and other storage devices must be password protected and stored in a secure location. m. A ny lost or stolen computer or memory device must be reported to NBP immediately.
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Employees while working for NBP is the property of NBP. Employees must disclose and assign to NBP any creations, ideas, inventions or discoveries conceived or made while working for NBP that: a. d irectly or indirectly relate to matters within the scope of their duties or responsibilities; b. are based on knowledge of actual or anticipated business interests of NBP or its customers; or
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c. a re aided by the use of time, materials, facilities and information of NBP. 8. I ntellectual Property of Others. Any use of third-party intellectual property must comply with the terms with which the intellectual property was provided for use. For example, partner brands must not be used or copied without express permission from the owner. 9. Examples of Violations. Intellectual Property rights are easily violated and can include: a. Disclosing protected test data; b. Marketing and selling a generic substance while the drug is on-patent; c. Marketing or advertising products without permission;
B) Intellectual Property 5. During the course of your work at NBP you will come across intellectual property and proprietary materials of NBP, its suppliers, partners, customers and Employees. In many cases this information is considered Confidential Information and it must be treated as such. However, as NBP is both an owner and user of Intellectual Property, there are additional considerations that Employees must take into account when dealing with Intellectual Property as detailed below. 6. What is Intellectual Property? The term “Intellectual Property” refers to creations of the mind for which exclusive rights are recognized through the issuance of protections such as patents, copyrights and trademarks, and trade secret laws. Intellectual property belongs to its owner who can grant or deny use of the property. Such creations include: a. P roduct names and symbols; b. P ackaging designs; c. Product ingredients; d. P roduction processes; e. W orks of authorship protected by copyright law; f. N ew, useful and non-obvious inventions; and g. V aluable information not generally known that has been kept secret by its owner. 7. NBP’s Intellectual Property. All intellectual property developed or conceived by
d. Copying computer software without express permission; e. Using copied software without authorization; f. Installing software on multiple computers where the license only permits the use by one computer; and g. Downloading copyrighted materials from the Internet without permission from the copyright holder. 10. If in doubt regarding how intellectual property should be handled, contact your manager or a member of the NBP Compliance Committee.
C) Personal Data Privacy 11. NBP respects the privacy of its Employees and other individuals whose personal data is provided to NBP within the context of the working relationship. 12. All personal data collected will be used only for the purpose for which it was collected. In keeping with the purposes for which the data was collected, NBP may transfer personal data to its affiliates or third-party service providers. Such entities may be located outside the country in which the data was collected. In such cases, NBP will require these affiliates and third-parties to protect personal data in accordance with applicable law. 13. O ther than as provided above, data will not be shared outside of NBP unless required by applicable law and regulation; pursuant to a subpoena or order issued by a court of competent jurisdiction; or as required by a judicial, regulatory, administrative or legislative body.
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D) Company Property 14. Records and documents created, received or used by NBP Employees in the normal course of business are the property of NBP. This includes work completed by external parties for NBP. Employees may not share or otherwise disclose to third parties information which is company property (such as market intelligence, corporate presentations, policies etc.) without the prior approval of their Manager. 12
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15. All items issued by NBP (e.g. computers, phones, digital storage devices, company cars, email, voicemail, desks, filing cabinets, etc.) are the property of NBP and are intended for business use only. 16. Employees shall have no privacy protection with regard to any of the above mentioned items or information stored on or generated by the NBP IT system. NBP or its authorized parties have the right to, without notice and/or without the applicable NBP Employee’s permission, access and inspect these items and remove all business related information, documents and other items for any business related or compliance purpose. NBP may also request at any time that these items be returned to NBP.
E) Internet Usage 17. When using the Internet on NBP issued devices or using the NBP IT system, Employees may not visit websites that may be considered offensive, derogatory, promoting violence or religious proselytism or sectarianism, defamatory, pornographic, harassing, obscene or otherwise. 18. A s NBP Employees shall have no privacy protection with respect to NBP issued devices or when using the NBP IT system, NBP has the right to, without notice and without the applicable NBP Employee's permission, access and review all Internet/ data correspondence that takes place over these devices and/or the NBP IT system.
F) Social Media 19. Social Media, includes any online tools that enable people to create, share content, opinions, insight, experiences and perspectives. As NBP's business involves sensitive information that is highly regulated, as well as third-party proprietary information, there is a risk that the posting of NBP related content may lead to unapproved promotional claims, the inadvertent disclosure of proprietary information or violation of copyright or trademarks. Hence, Employees may not post on the Internet unapproved content regarding NBP, its partners or customers, or any products it represents. 20. O nly NBP Employees specifically designated by the CEO may therefore use social media on behalf of NBP. Any online content relating to NBP posted by a designated NBP Employee must be approved in advance by PR/Communications and Legal so as to ensure compliance with relevant laws, regulations and codes of conduct. Further, when posting to the Internet, designated Employees must be sure, at all times, to clearly identify themselves and their position at NBP and ensure that communications are made with sound judgement and common sense, and are in keeping with NBP's core values.
21. Personal posts on social media should not make reference to NBP, its business interests, products, employees and former employees, partners, policies, research, relationships and competitors.
G) Personal Political Activity 22. NBP employees must ensure that any personal political activity is conducted in their own time and complies with the local laws and regulations of the country in which they reside and work. It is imperative that any activity is strictly personal and care must be taken to ensure that any such action is not and could not reasonably be construed to be associated with NBP or to represent the political views of NBP. Company equipment, facilities and/or property should not be used for this purpose. If any NBP Employee proposes to act or is appointed to act in an official capacity in respect of any political party or activity, he or she should give advance notice of this fact to the Company.
H) Employee Health, Safety And Security 23. People are a top priority of NBP. It is our Employees that define us. NBP commits to providing a safe and secure working environment so as to protect the health, safety, and security of its Employees.
24. A s a part of this commitment, NBP has evaluated the health and safety of its business and established controls, such as the use of swipe cards to access NBP’s facilities, to ensure a safe and secure environment. It is each Employee’s responsibility to ensure that he/she abides by these standards.
SECTION 2
25. N BP will not tolerate threats or acts of violence in the workplace, and such acts should be reported immediately. 14
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I) Drugs And Alcohol 26. N BP is a drug and alcohol free environment. Being under the influence of unprescribed drugs or alcohol while on the job poses serious safety and health risks to the user and those that work with him/her. 27. The use, sale, possession, manufacture or distribution of illegal drugs, drug-related paraphernalia or alcohol (other than alcohol consumed at an official NBP function or other business function) is strictly prohibited in connection to NBP business and may result in disciplinary action including the termination of employment. 28. This policy does not apply to medications legally prescribed or obtained over-thecounter and used as intended. Nevertheless, as such medications may adversely affect an Employee›s ability to conduct business, NBP encourages all Employees to use sound judgement when assessing their ability to attend to NBP business.
HOW WE DO BUSINESS
J) Anti-Harassment And Non-Discrimination 29. NBP values and appreciates its Employees and commits to ensure that all Employees are treated with respect and dignity. 30. H arassment and discrimination of any kind, whether based on race, ethnicity, color, religion, sex, national origin, age, disability or the like, is prohibited. Any NBP Employee found to have engaged in harassment or discrimination will be subject to disciplinary action which may include counseling, suspension, transfer, training or termination of employment. 31. Discrimination or harassment must be reported immediately to your manager. If you are uncomfortable reporting to that individual, you may report directly to a member of the NBP Compliance Committee as detailed in the below section titled “Compliance Reporting and Non-Retaliation”.
K) Media and Public Enquiries
A) Conflict of Interest
32. From time-to-time media outlets and other third-parties may contact NBP for information regarding its products, operations, performance and/or outlook. As only designated Employees may respond to such enquiries, all enquiries of this nature must be referred to the PR & Communications Manager to handle in accordance with the defined Standard Operating Procedure.
33. W hat is conflict of interest? A conflict of interest arises when a personal business interest interferes with, is contrary to or is not consistent with the best interests of NBP. Examples of conflicts of interest include: a. M arketing/promoting products of NBP’s competitors and/or those of its partners. b. O btaining a large ownership stake in a NBP partner, competitor, vendor, supplier or a partner's competitor.
c. A cting in a dual capacity as both an employee of NBP and an employee of a NBP competitor, partner, vendor or supplier. d. A ssisting a family member or other closely related party with doing business with NBP or competing with NBP.
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e. A ctivities for which employees are personally remunerated from an external source/party that involve, or might reasonably be perceived to involve, the name, facilities and/or the equipment of NBP. f. Using unpublished materials from NBP’s database or other confidential information for personal benefit/profit, or assisting an external party such as a NBP competitor by giving it unreasonable exclusive access to such information. 34. H ow to avoid conflicts of interest. a. A void business or financial relationships/dealings with third-parties that NBP works with (e.g., customers, partners, agents, suppliers and vendors). b. D o not in any capacity work for or in any way assist NBP competitors. c. S tay impartial and avoid starting any business or financial relationship with those who could influence your business judgment with respect to NBP business. This includes working with friends or family who may be marketing products or services to NBP. 35. W hat should you do when a conflict of interest arises? You must immediately disclose any potential or actual conflicts of interest either you or an immediate family member may have to your manager or a member of the NBP Compliance Committee. It is important to disclose an actual or potential conflict of interest before you or your immediate family member become involved in or acquire a financial interest in an outside business. If you are unsure of whether a conflict of interest has arisen, you should discuss the situation with your immediate manager or the NBP Compliance Committee. It is important to note that failure to disclose a potential or actual conflict of interest may lead to disciplinary action up to and including the termination of employment.
B) Pharmacovigilance / Adverse Event Reporting 36. The prompt and accurate reporting of Adverse Events is imperative to protect the health and safety of patients. 37. An "Adverse Event" is any untoward medical occurrence in a patient or clinical investigation subject that has been administered a pharmaceutical product, in which the occurrence does not have to have a causal relationship with the treatment. "Adverse Event" also includes any exposure to pharmaceutical products while pregnant and/or breast feeding as well as medical errors, overdose, misuse or abuse of pharmaceutical products. 38. All Adverse Events in the territories covered by NBP and related to a NBP product or those that NBP markets or distributes must be reported to the Qualified Person for Pharmacovigilance (QPPV) and corresponding medical team within 24 hours of learning of the Adverse Event. In the event of death, life threatening condition or hospitalization, the Adverse Event must be reported immediately.
39. Adverse Events must be reported to the QPPV, (whose contact details are set out in the insert at the back of this document), via email, telephone or fax. It is the responsibility of all NBP Employees to report Adverse Events of which they are aware. 40. If possible, when making a report you should have the following information on hand: a. P atient identifier (date of birth, age, gender or initials); b. Suspect drug (batch number and dosage if known); c. D escription of the adverse event or complaint; and d. R eporter complete contact information (consumer or healthcare provider). 41. Adverse Event reporting requirements should be defined in contracts for activities such as advisory boards, clinical trials, market research or key opinion leader case studies.
C) Marketing Ethics 42. In keeping with NBP's core values, the health and well-being of patients must always come first. To maintain these values, NBP and its partners are committed to ensuring that all product promotion is for the benefit of patients and/or enhances the practice of medicine. 43. As such, all interactions with stakeholders, such as physicians, medical institutions and patient organizations, must be focused on informing the stakeholders about medicines, providing scientific and educational information and supporting medical research and education. All information provided to stakeholders must be truthful, accurate, balanced and scientifically valid and be perceived as such. Information must not be misleading or exaggerated in any way.
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44. Product promotion may only take place in accordance with relevant law and regulation. This means that NBP may have to receive approval before marketing in some countries. As national law and regulation may require promotional information to be in a certain format and contain certain content, promotion should not be inconsistent with locally approved product information and approved uses. Off-label uses must not be promoted. 18
45. Direct promotion to the public is only allowed in accordance with local law, regulation and/or relevant codes of practice. 46. All promotional materials or other information must be transparent, and clearly and accurately reflect NBP and/or the manufacturer’s name. Promotion should not be disguised. Any promotional material must be pre-approved in accordance with the relevant NBP Standard Operating Procedure to ensure consistency with NBP's or its partners› brand and/or policies, and comply with all relevant laws and regulations.
improperly influencing any external party to abuse his/her position or improperly direct business to NBP or its customers. 49. Consistent with NBP’s policy on unlawful and inappropriate payments, Employees must comply with the following: a. E mployees must not directly or indirectly offer, promise or provide anything of value (e.g. gifts, money, travel, entertainment, job opportunities, favours, etc.) to a government official with the intent of influencing his/her official actions so as to retain or maintain business or direct business to anyone. b. E mployees may not directly or indirectly offer, promise or provide to private parties or accept from anyone any item of value (e.g. gifts, money, travel, entertainment, job opportunities, favours, etc.) which is intended to induce the recipient to breach his/her duty to act in good faith, impartially or in accordance with a position of trust. c. A ll expenditures and payments must be supported by documentary proof. Payments made by or on behalf of NBP may only be made for the purposes stated in the documents supporting payment. d. N o Employee shall knowingly pay or authorize to be paid on behalf of NBP an amount which is overstated. e. G ifts, promotional items, meals, entertainment and travel may only be provided according to accepted business courtesies and boundaries and if compliant with the applicable Policy and Standard Operating Procedure.
D) Prohibited Payments And Anti-Bribery Obligations 47. NBP is committed to achieving its corporate objectives, while at all times remaining true to its ethical standards and core values. This means complying with all applicable laws and regulations in each country in which NBP conducts business or has major shareholders, including all applicable anti-bribery and corruption laws. 48. It is thus forbidden to use NBP funds or other resources for inappropriate or unlawful purposes, or accept inappropriate or unlawful payments or benefits in connection to NBP business. Bribes, kickbacks and undisclosed commissions are examples of such inappropriate or unlawful payments. Thus, as an overarching principle, NBP will not permit the giving or offering of anything of value: a. a s a condition for a healthcare professional agreeing to use, recommend, supply, administer or buy any NBP product; or b. w hich may be construed as having been given or offered for the purpose of
f. C haritable contributions and political donations cannot be made in a manner that personally benefits an individual HCP or government official and must not be used as or likely to bring about suspicion of being regarded as an improper inducement to use, supply, administer, recommend, or buy a NBP product. g. A ll contracts with third-parties should include antibribery provisions and, if applicable, compliance certifications should be requested.
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52. Given the breadth and complexity of anti-trust and competition laws, it is important that Employees consider the spirit of the laws and use common sense and avoid situations that create the potential of anticompetitive behavior. This means Employees should avoid situations where they may be perceived as entering into an agreement (either written or otherwise) with competitors, customers or suppliers to restrain competition.
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53. While trade and industry associations greatly benefit NBP and are important forums for the exchange of information, when competitors and customers gather there is a risk that anti-competitive topics may arise. If a competitor or customer tries to discuss topics that raise anti-competitive issues (e.g. terms of sales, markets, customers, prices, sales territories), it is important that you refuse to participate in the discussion and, if necessary, leave the meeting. 54. If you have any questions or concerns, you are urged to consult the NBP Compliance Committee. Further, if you believe you have been approached to participate in anti-competitive conduct or are aware of someone at NBP who is participating in such conduct, you should report immediately to the NBP Compliance Committee.
F) Export Controls and Economic Sanctions E) Anti-Trust And Competition Law 50. To encourage competition and protect consumers from unfair business arrangements and practices, many countries have enacted anti-trust or competition laws that regulate anti-competitive conduct by prohibiting actions that inhibit meritbased competition. Not only do we ourselves have to comply with these laws, but given the nature of our business, the obligations of our partners are at times passed on to us. 51. It is NBP’s policy to comply with all applicable anti-trust and competition laws. While the scope of such laws differ by country, generally these laws prohibit behavior such as: a. A greeing with a competitor to control prices or output; b. A greeing with a competitor or customer to boycott entities and individuals; c. D ividing territories or customers between competitors; d. R equiring a customer to purchase one product in order to get another product; e. S haring information with competitors on pricing, terms of sale, cost, discounting practices, profit margin and strategic or marketing plans; and f. S elling products in a competitive market at a loss.
55. Economic sanctions and export controls are a common way for countries to promote national security and foreign policy objectives. The United States and the European Union, as well as international entities such as the United Nations have established broad controls and sanctions on a number of governments/countries, non-state entities/organizations and individuals throughout the world. These controls vary widely from country to country, but may include bans on commercial/financial dealings, the export and reexport of certain products including goods, technology, software, services and information.
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56. There are a number of ways transactions can fall under these laws, which include being a party to a controlled transaction or conducting business in a particular currency. Given the nature of NBP’s business and its role representing global companies in international transactions, NBP must at all times abide by all applicable economic sanctions and export controls due to either the origin of the products it sells or the currency in which it is dealing. 57. If you have any questions regarding export controls and economic sanctions, ensure that you consult your manager and/or the NBP Compliance Committee.
SECTION 3
COMPLIANCE REPORTING AND NON-RETALIATION
G) Anti - Boycott 58. Anti-boycott laws refer to United States laws and regulations that prohibit participation in restrictive trade practices or boycotts. Special care must be exercised in dealing with purchase orders, invoices, shipping documents and other ‘boilerplate’ forms from third parties since these could contain provisions that if accepted, may result in a violation of anti-boycott laws. If Employees become aware of any restrictive trade practices or boycotts or are asked by a third party to participate on behalf of NBP in any restrictive trade practices or boycotts, they should elevate their concerns immediately to the NBP Legal department or the Compliance Committee.
59. Employees must notify NBP as soon as possible if they (1) become aware of any suspected violations of this Code, the codes of conduct of NBP partners, other NBP policies, or applicable laws or regulations in connection to NBP business; (2) are asked to engage in conduct that will violate this Code, the codes of conduct of NBP partners, other NBP policies, or applicable laws or regulations; or (3) are asked to engage in any unethical or inappropriate act. 60. Anyone who violates this Code, the codes of conduct of NBP partners, or any NBP policy, or who fails to report a violation of these policies may be subject to disciplinary action including the termination of their employment. 61. Concerns should be directed to NBP’s Compliance Committee:
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NBP Compliance Committee President & CEO 24 Vice President HR & Legal
Finance Director
Chief Medical Officer
CERTIFICATION OF COMPLIANCE
62. Concerns regarding government officials, however, should be made directly to NBP Legal. 63. Any reports made should be kept confidential and should not be discussed with anyone unless otherwise directed by the NBP Compliance Committee. 64. NBP will not engage in or tolerate retaliation against an Employee who truthfully reports a potential violation of this Code, other NBP policies, or applicable laws or regulations, or cooperates with an investigation into misconduct. However, filing a report which an Employee knows to be false is prohibited and will subject the Employee to discipline which may include the termination of his/her employment.
NEWBRIDGE PHARMACEUTICALS CODE OF BUSINESS CONDUCT In accordance with the NewBridge Pharmaceuticals (ÂŤNBPÂť) Code of Business Conduct, I confirm that: 1. I have within the last sixty (60) days read the NBP Code of Business Conduct in its entirety. 2. I understand the NBP Code of Business Conduct, and agree to comply with the same.
65. NBP will promptly investigate all reported potential violations with the highest degree of confidentiality possible under the circumstances. If, after investigation, NBP determines that a violation has occurred, it will take the action it believes to be most appropriate or that is required by law. This could include disciplinary action against the individuals involved. Disciplinary action will vary depending on the circumstances, but may range from counseling to terminating the employment of the individuals involved.
3. I am in compliance with the NBP Code of Business Conduct. 4. I am aware that if I have any questions regarding the NBP Code of Business Conduct and implementing procedures that I am free to discuss them with the NBP Compliance Committee. Name: Title: Location: Date: Signature: