Code of Ethics
Honest and Ethical Conduct
The Company's policy is to promote high standards of integrity by conducting its affairs honestly and ethically. Public confidence in and the reputation of the Company are valuable business assets. Accordingly, officers, directors and employees of the Company must comply with this code and Company policies and must conduct themselves in such a manner to avoid even the appearance of improper behavior.
Each director, officer and employee must act with integrity and observe the highest ethical standards of business conduct in his or her dealings with the Company's customers, suppliers, partners, service providers, competitors, employees and anyone else with whom he or she has contact in the course of performing his or her job.
All employees, officers and directors of the Company should comply with all of the laws, rules and regulations of the U.S. and other countries, and the states, counties, cities and other jurisdictions, applicable to the Company or its business.
This Code of Ethics does not and is not intended to summarize all laws, rules and regulations applicable to the Company and its employees, officers and directors. Please consult the Compliance Officer and Company guidelines on specific laws, rules and regulations applicable to the Company.
The Company has designated Mike Arenberg as Compliance Officer to administer this Code.
A "conflict of interest" may exist whenever the private interests of an employee, officer or director (or the interest of a member of his or her family) conflict (or even appear to conflict) in any way with the interests of the Company. A conflict situation can arise when an employee, officer or director (or a member of his or her family) takes actions or has interests that may make it difficult to perform his or her Company work objectively. Conflicts of interest may also arise when an employee, officer or director, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company, whether received from the Company or a third party. Loans by the Company to, or guarantees by the Company of obligations of, employees, officers and directors and their respective family members may create conflicts of interest. Federal law prohibits loans by the Company to, or guarantees by the Company of, loans to directors and executive officers. In addition, it is almost always a conflict of interest for a Company employee, officer or director to work simultaneously for a competitor, customer or supplier.
Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with a member of management or the Compliance Officer. Any employee, officer or director who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, corporate officer or the Compliance Officer.
Except as may be approved by the Board of Directors or a committee of independent directors, employees, officers and directors are prohibited from (a) taking for themselves personally (or for the benefit of friends or family members) opportunities that belong to the Company or are discovered through the use of corporate property, information or position; (b) using corporate property, information or position for personal gain (including gain of friends or family members); and (c) competing with the Company.
All employees and officers, under the Confidential Information and Invention Assignment Agreement signed when they joined the Company, and all directors, must maintain the confidentiality of confidential information entrusted to them by the Company or its suppliers, customers or partners, except when disclosure is authorized by the Company or required by laws, regulations or legal proceedings. As more fully described in the Confidential Information and Invention Assignment Agreement, "confidential information" includes, but is not limited to, non-public information that might be of use to competitors of the Company, or harmful to the Company or its customers, suppliers or partners if disclosed. Whenever feasible, employees, officers and directors should consult the Compliance Officer or outside counsel if they believe they have a legal obligation to disclose confidential information.
Each employee, officer and director must deal fairly with the Company's customers, suppliers, partners, service providers, competitors, officers, employees and anyone else with whom he or she has contact in the course of performing his or her job. No one should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice. Stealing proprietary information, misusing trade secret information that was obtained without the owner's consent, or inducing such disclosures by past or present employees of other companies is prohibited.
All employees, officers and directors should protect the Company's assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company's profitability. All Company assets should be used only for legitimate business purposes. Any suspected incident of fraud or theft should be reported for investigation immediately to the Compliance Officer or through Convercent as described in Section 8. The obligation to protect Company assets includes the Company's proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business and marketing plans, engineering and manufacturing ideas, designs, databases, records and any non-public financial data or reports. Unauthorized use or distribution of this information is prohibited and could also be illegal and result in civil or criminal penalties.
The Company's policy is to comply with all applicable financial reporting and accounting regulations applicable to the Company. Employees, officers or directors who have concerns or complaints regarding questionable accounting or auditing practices are encouraged to promptly submit those concerns or complaints to the Audit Committee of the Board of Directors under the procedures set forth in the Company's "Whistleblower Policy," including on an anonymous and confidential basis if so desired.
Employees are encouraged to talk to supervisors, managers or other appropriate personnel about observed illegal or unethical behavior including regulatory compliance and clinical safety and, when in doubt, about the best course of action in a particular situation. Any employee, officer or director who believes that a violation of this Code by any employee, officer or director has occurred or may occur should promptly contact the Compliance Officer directly or report such violation through Convercent, the third party service provider retained by the Company, via telephone by calling the following 24-hour hotline (Telephone Number: 1-800-461-9330) or via the internet using the following web address, (www.convercent.com/report), in which case the report will be forwarded automatically to the Compliance Officer and, if relevant, other Company employees or Directors. If the employee desires, the employee can make such report on an anonymous and confidential basis. The Compliance Officer will refer complaints submitted, as appropriate, to the Board of Directors or an appropriate Committee of the Board.
The Company does not tolerate acts of retaliation against any director, officer or employee who makes a good faith report of known or suspected acts of misconduct or other violations of this Code.
As a public company, it is of critical importance that the Company’s filings with the Securities and Exchange Commission be accurate and timely. Depending on their respective positions with the Company, employees, officers or directors may be called upon to provide information necessary to assure that the Company's public reports are complete, fair and understandable. The Company expects employees, officers and directors to take this responsibility very seriously and to provide prompt and accurate answers to inquiries related to the Company's public disclosure requirements. The Company has formed a Disclosure Committee consisting of James Brown, Mike Arenberg, and Jian Li and other employees as appropriate to oversee the preparation and review of public disclosure documents.
This Code may be amended, modified or waived by the Board of Directors, subject to the disclosure and other provisions of the Securities Exchange Act of 1934, and applicable Nasdaq rules. Any waiver of the Code with respect to the Company's principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions will be promptly publicly disclosed by a method selected by the Board of Directors in conformity with applicable SEC rules.
While no one can anticipate all the situations that may present the challenges of doing business in the worldwide marketplace, the following guidelines always apply.
All employees, directors and officers must:
- Observe all laws and regulations, both U.S. and non-U.S., that apply to the Company’s business abroad, including without limitation the Unites States Foreign Corrupt Practices Act and the UK Bribery Act.
- Observe all licensing requirements and the requirements of applicable import and export control laws.
- Observe all privacy and data protection laws and regulations of other countries (such as China, Hong Kong, Japan, and Australia) and authorities (such as the European Union).
- Observe all import and export laws and regulations, including the regulations promulgated by the Office of Foreign Asset Control (OFAC) of the U.S. Department of the Treasury, the Export Administration Act and the International Traffic in Arms Regulations, as well as the import and export laws and regulations of all countries applicable to our global business. Information regarding countries subject to OFAC sanctions can be found at https://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/consolidated.aspx.
All employees, directors and officers may not:
- Directly or indirectly offer, accept or provide anything of value, including but not limited to a bribe, kickback, special commission, inappropriate travel, exorbitant meals or fee, in order to improperly influence a government official or private party or to obtain an improper advantage. This prohibition includes, but is not limited to, obtaining business for the Company from private businesses or government bodies, anywhere in the world. Medical doctors in many countries are regarded as government officials.
- This prohibition also includes, but is not limited to, giving, promising or authorizing any other person to give or promise any payments or anything of value to a private party, a foreign official, a foreign political party or official thereof, or any candidate for foreign political office for the purpose of (i) improperly influencing any act or decision, (ii) inducing such official, party or candidate to do or omit to do any act in violation of the lawful duty of such official, party or candidate, or (iii) inducing such official, party or candidate to use his or her influence with a foreign government or agency to improperly affect or influence any act or decision of such foreign government or agency.
The guidelines set forth apply to third parties acting on the Company’s behalf, such as contractors, business partners, distributors, contract research organizations, travel agents, attorneys, intermediaries or consultants. Directors, officers and employees are prohibited from engaging any third party if the circumstances indicate that the third party will likely violate any of the guidelines set forth above.
When in doubt concerning the propriety of a proposed payment or gift, contact the Compliance Officer for guidance.