Whistleblower policy.

Any stakeholder having any information or knowledge regarding the existence of any violation or suspected violation of the Code has a duty to report the violation or suspected violation to the Hotline (the contact details for which are below), the Office of the General Counsel or the chairperson of the Audit Committee. Stakeholders are also encouraged to raise any issues or concerns regarding the Company's business or operations. Failure to report a suspected or actual violation is itself a violation of the Code and may subject the stakeholder to disciplinary action, up to and including termination of employment or other relationship with the Company or, potentially, legal action. Reports may be made on a completely confidential and anonymous basis. To the extent any investigation is necessitated by a report, the Company will endeavor to keep the proceedings and the identity of the reporting stakeholder confidential, except to the extent disclosure is required by law, regulation or court order or is necessary to permit a complete investigation of such report.

Individuals should consider leaving, but are not required to leave, their name or a contact number when submitting a report. Such information may facilitate a more thorough and efficient investigation. The Office of the General Counsel will strive to maintain the integrity and confidentiality of all compliance-related communications. However, in certain circumstances, the identity of the person reporting the issue may become known or may need to be revealed, particularly if federal or state enforcement authorities become involved in the investigation. The Company cannot guarantee confidentiality, particularly when material evidence of a violation of the law is disclosed or if the person is identified during the normal course of an investigation.

If you are aware of any breach of the Code, you are obligated to report violations to the Hotline, to the Office of the General Counsel or to the chairperson of the Audit Committee. The Hotline is operated by a third party service provider, which the Company has engaged to receive such reports, the contact details for which are below. You may make such reports on a completely anonymous and confidential basis by contacting the Hotline. Stakeholders may report to the Hotline any concerns he or she may have with respect to the Company, including, but not limited to, concerns with the Company's business or operations, suspected violations of the Code, securities or antifraud laws, accounting issues, any law relating to fraud against stockholders, or any other issue concerning the Company or such stakeholder's employment or other relationship with the Company. Reports made to the Hotline will, in turn, be provided directly to the Office of the General Counsel and the Audit Committee on an anonymous (to the extent the report was made anonymously) and confidential basis. The Hotline may be reached 24 hours a day, 7 days a week at the following toll-free number and internet address:

Contact Information for the Whistleblower Compliance Hotline:

Toll-Free Telephone Number:

Any stakeholder who in good faith (a) reports a suspected violation under the Code by any stakeholder, or by the Company or its agents acting on its behalf, or (b) raises issues or concerns regarding the Company's business or operations, in either case to the Hotline, to the Office of the General Counsel or to the chairperson of the Audit Committee, may not be fired, demoted, reprimanded or otherwise harmed for, or because of, the reporting of the suspected violation, issue or concern, regardless of whether the suspected violation, issue or concern involves the stakeholder, his or her supervisor or senior management of the Company.

In addition, any stakeholder who in good faith reports a suspected violation under the Code that he or she reasonably believes constitutes a violation of a federal statute by the Company, or its agents acting on its behalf, to a federal regulatory or law enforcement agency may not be reprimanded, discharged, demoted, suspended, threatened, harassed or in any manner discriminated against in the terms and conditions of his or her employment for, or because of, the reporting of the suspected violation, regardless of whether the suspected violation involves the stakeholder, his or her manager or senior management of the Company.

Implementation of the code.

The Company has attempted to design procedures that promote confidentiality, anonymity and, most importantly, freedom from the fear of retaliation for complying with and reporting violations under the Code.

The Board has appointed an Office of the General Counsel to administer, update and enforce the Code. Ultimately, the Board of Directors of the company must ensure that the Office of the General Counsel fulfills his or her responsibilities.

The Office of the General Counsel will provide a summary of all matters considered under the Code to the Board of Directors or a committee thereof at each regular meeting thereof, or sooner if warranted by the severity of the matter. All proceedings and the identity of the person reporting will be kept confidential to the extent required by applicable law.

The Office of the General Counsel is listed on the web site: . This department can assist you in answering questions or reporting violations or suspected violations under the Code.

General requirements.

Each of us is expected to be honest, fair, and accountable in all business dealings and obligations, and to ensure:

Conflicts of interest.

Stakeholders should avoid any situation that may involve, or even appear to involve, a conflict between their personal interests and the interests of the Company. In dealings with current or potential customers, suppliers, contractors, and competitors, each stakeholder should act in the best interests of the Company to the exclusion of personal advantage. Immediate family members of stakeholders, executive officers and directors are also covered in certain circumstances. For purposes of this section, an "immediate family member" in respect of any person means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of such person, and any person (other than a tenant or employee) sharing the household of such person.

Stakeholders and, in certain circumstances, their immediate family members, are prohibited from any of the following activities which could represent an actual or perceived conflict of interest:

No stakeholder or immediate family member of a stakeholder shall have a financial interest in, or significant obligation to, any outside enterprise which does or seeks to do business with the Company or which is an actual or potential competitor of the Company, without prior approval of the Office of the General Counsel and the Company's Chief Executive Officer or, in the case of executive officers or members of the Board, without prior approval of the Board or a committee thereof; provided however, that this provision shall not prevent any stakeholder from investing in any mutual fund or owning up to % of the outstanding stock of any publicly traded company.

No stakeholder shall conduct business on the Company's behalf with an outside enterprise which does or seeks to do business with the Company if an immediate family member of such stakeholder is a principal or officer of such enterprise, or an employee of such enterprise who will play a significant role in the business done or to be done between the Company and such enterprise, without prior approval of the Office of the General Counsel and the Company's Chief Executive Officer or, in the case of executive officers or members of the Board, without prior approval of the Board or a committee thereof.

In addition, the Audit Committee will review and approve, in advance, all related-person transactions, as required by any other regulatory body to which the Company is subject from time to time.

Each stakeholder should make prompt and full disclosure in writing to the Office of the General Counsel of any situation that may involve a conflict of interest. Failure to disclose any actual or perceived conflict of interest is a violation of the Code.

Protection and proper use of company assets.

Proper protection and use of Company assets and assets entrusted to it by others, including proprietary information, is a fundamental responsibility of each stakeholder of the Company. Stakeholders must comply with security programs to safeguard such assets against unauthorized use or removal, as well as against loss by criminal act or breach of trust. The provisions of the Code relating to protection of the Company's property also apply to property of others entrusted to it (including proprietary and confidential information).

The removal from the Company's facilities of the Company's property is prohibited, unless authorized by the Company. This applies to furnishings, equipment, and supplies, as well as property created or obtained by the Company for its exclusive use – such as vendor lists, files, personnel information, reference materials and reports, computer software, data processing programs and data bases. Neither originals nor copies of these materials may be removed from the Company's premises or used for purposes other than the Company's business without prior written authorization from the Office of the General Counsel and the Company's Chief Executive Officer.

Each stakeholder has an obligation to use the time for which he or she receives compensation from the Company productively. Work hours should be devoted to activities directly related to the Company's business.

The Company provides its stakeholders with confidential information relating to the Company and its business with the understanding that such information is to be held in confidence and not communicated to anyone who is not authorized to see it, except as may be required by law. The types of information that each stakeholder must safeguard include, by way of example only, to the extent unannounced or otherwise nonpublic, the Company's plans and business strategy; inventions, discoveries, clinical and nonclinical data, results, protocols or other similar information; products; product candidates; intellectual property, regulatory, corporate partnering or M&A information, developments, prospects or communications; contracts; sales data; significant projects; customer and supplier lists; trade secrets; manufacturing techniques and sensitive financial information, in each case whether in electronic or paper format. These are costly, valuable resources developed for the exclusive benefit of the Company. No stakeholder shall disclose the Company's confidential information to an unauthorized third party or use the Company's confidential information for his or her own personal benefit.

Under law, the Company is required to keep books, records and accounts that accurately and fairly reflect all Company transactions, dispositions of assets and other events that are the subject of specific regulatory record keeping requirements, including generally accepted accounting principles and other applicable rules, regulations and criteria for preparing financial statements and for preparing periodic reports filed with the government. All Company reports, accounting records, sales reports, expense accounts, invoices, purchase orders, and other documents must accurately and clearly represent the relevant facts and the true nature of transactions. Reports and other documents should state all material facts of a transaction and not omit any information that would be important in interpreting such report or document. Under no circumstance shall there be any unrecorded liability or fund of the Company, regardless of the purposes for which the liability or fund may have been intended, or any improper or inaccurate entry knowingly made on the books or records of the Company. No payment on behalf of the Company may be approved or made with the intention, understanding or awareness that any part of the payment is to be used for any purpose other than that described by the documentation supporting the payment. In addition, intentional accounting misclassifications (e.g., expense versus capital) and intentional improper acceleration or deferral of expenses or revenues are unacceptable reporting practices that are expressly prohibited.

The Company has or will develop and maintain (a) a system of internal controls to provide reasonable assurance that transactions are executed in accordance with management's authorization, are properly recorded and posted and are in compliance with regulatory requirements and (b) disclosure controls and procedures to ensure that all of the information required to be disclosed by the Company in the reports that it files or submits under the applicable securities laws, is recorded, processed, summarized and reported within the time periods specified by the rules and forms.

Stakeholders are expected to be familiar with, and to adhere strictly to, these internal controls and disclosure controls and procedures, in each case to the extent applicable to their roles at the Company. For clarity, responsibility for compliance with these internal controls and disclosure controls and procedures rests not solely with the Company's accounting personnel, but with all stakeholders involved in approving transactions, supplying documentation for transactions, and recording, processing, summarizing and reporting of transactions and other information required by filed periodic reports. Because the integrity of the Company's external reports to stockholders depends on the integrity of the Company's internal reports and recordkeeping, all stakeholders must adhere to the highest standards of care with respect to our internal records and reporting.

Any stakeholder who believes the Company's books and records are not in accord with these requirements should immediately report the matter to the Hotline, the Office of the General Counsel or the chairperson of the Audit Committee.

Numerous legal statutes require the proper retention of many categories of records and documents that are commonly maintained by companies. In consideration of those legal requirements and the Company's business needs, all stakeholders must maintain records in accordance with these laws and any records retention policy that the Company may adopt from time to time.

Any record, in paper or electronic format, relevant to a threatened, anticipated or actual internal or external inquiry, investigation, matter or lawsuit may not be discarded, concealed, falsified, altered or otherwise made unavailable after the stakeholder in possession of such record has become aware of the existence of such threatened, anticipated or actual internal or external inquiry, investigation, matter or lawsuit. Stakeholders must handle such records in accordance with the procedures outlined in the Company's Document Retention Policy, to the extent such a policy is in effect.

When in doubt regarding retention of any record, do not discard or alter the record in question and seek guidance from the Office of the General Counsel. Stakeholders should also direct all questions regarding document retention and related procedures to the Office of the General Counsel. In addition, the company may adopt additional specific written policies and procedures with respect to document retention or amend existing policies and procedures. All stakeholders will be notified if such policies and procedures are adopted or if existing policies and procedures are amended.

Under law, the Company may not loan money to stakeholders except in limited circumstances. It shall be a violation of the Code for any stakeholder to advance Company funds to any other stakeholder or to himself or herself except for usual and customary business advances for legitimate corporate purposes that are approved by a manager or pursuant to any corporate credit card for usual and customary, legitimate business purposes. It is the Company's policy that any advance to a stakeholder be approved in advance by the Office of the General Counsel and the Company's Chief Executive Officer. Any Company credit cards are to be used only for authorized, legitimate business purposes. A stakeholder will be responsible for any unauthorized charges to a Company credit card.

Fair dealing with customers, suppliers, competitors and stakeholders.

The Company does not seek to gain any advantage through the improper use of favors or other inducements. Good judgment and moderation must be exercised to avoid misinterpretation and adverse effect on the reputation of the Company or stakeholders. Offering, giving, soliciting or receiving any form of bribe to or from a vendor, service provider, supplier, regulatory official, physician, clinical investigator, investigative site or the like to influence its conduct is strictly prohibited.

Cash or cash-equivalent gifts must not be given by any stakeholder to any person or enterprise. “Nominal” is not defined in the Code of Conduct or in applicable regulations. Expenditures below are generally considered nominal. A gift exceeding may still qualify as nominal if it is not unreasonable, excessive, or lavish, and if it is appropriate within the relevant cultural context. Examples of nominal gifts exceeding include the cost of a business dinner when an important customer is visiting or attendance at a professional sporting event with a customer. Gifts that would not be considered nominal include providing tickets for a customer and the customer’s family to attend the Super Bowl, or permitting a supplier to provide such benefits. Nominal gifts also include modest branded items such as apparel, mugs, pens, and similar promotional materials bearing the company’s name.

A gift must not be intended to unreasonably or improperly influence the recipient. While gifts are often intended to foster goodwill, any gift given with the intent to improperly sway or influence a decision is prohibited. This includes, but is not limited to, gifts intended to bribe a customer or improperly influence a purchasing decision.

Gifts and entertainment must be provided for a legitimate business purpose and in an appropriate business setting. Reasonable meals and entertainment within the context of an existing or prospective business relationship are customary and, in some cultures, expected. Business-related gifts and entertainment should support legitimate business objectives, contribute to building and maintaining professional relationships, and occur in a professional and appropriate setting.

While there is an element of judgment here, if the gift is reasonable, customary and proportionate to legitimate business circumstances, it generally can be given or received. Please beware of gifts that do not meet the criteria set forth above. Accepting gifts from third parties may very well raise conflict of interest issues. Therefore, receipt of gifts should be very carefully considered and reviewed if you have any hesitancy or uncertainty.

An especially strict standard applies when suppliers are involved. If a gift unduly influences or makes a stakeholder feel obligated to "pay back" the other party with business, receipt of the gift is unacceptable.

It is never acceptable to accept a gift in cash or cash equivalent. Even cash gifts of token value must be declined and returned to the sender.

Although the free enterprise system is based upon competition, rules have been imposed providing what can and what cannot be done in a competitive environment. The following practices can lead to liability for "unfair competition" and should be avoided. They are violations of the Code.

Disparagement of Competitors. It is not illegal to point out weaknesses in a competitor's product, product candidate, service or operation. Stakeholders may not, however, spread false rumors about competitors or make misrepresentations about their businesses. For example, a stakeholder may not pass on anecdotal or unverified stories about a competitor's product, product candidate, service or operation as the absolute truth.

Disrupting a Competitor's Business. This includes bribing a competitor's employees, posing as prospective customers or using deceptive practices such as enticing away employees in order to obtain secrets or destroy a competitor's organization.

Misrepresentations of Price and Product. Lies or misrepresentations about the nature, quality or character of any Company product, product candidate or service are both illegal and contrary to Company policy.

Federal and state antitrust laws are intended to preserve the free enterprise system by ensuring that competition is the primary regulator of the economy. Every corporate decision that involves customers, competitors, and business planning with respect to output, sales and pricing raises antitrust issues. Compliance with the antitrust laws is in the public interest, in the interest of the business community at large, and in the Company's interest.

Failing to recognize antitrust risk is costly. Antitrust litigation can be very expensive and time consuming. Moreover, violations of the antitrust laws can, among other things, subject you and the Company to the imposition of injunctions, treble damages and heavy fines. Criminal penalties may also be imposed, and individual stakeholders can receive heavy fines or even be imprisoned. For this reason, antitrust compliance should be taken seriously at all levels within the Company.

A primary focus of antitrust laws is on dealings between competitors. In all interactions with actual or potential competitors, stakeholders must follow these rules:

Another focus of antitrust law is how a company deals with customers, suppliers, contractors and other third parties. The following practices could raise issues, and stakeholders should always consult with the Office of the General Counsel before doing any of the following:

Company funds, property or services may not be contributed to any political party or committee, or to any candidate for or holder of any office of any government. This policy does not preclude, where lawful, company expenditures to support or oppose public referendum or separate ballot issues, or, where lawful and when reviewed and approved in advance by the Office of the General Counsel and the Company's Chief Executive Officer, the formation and operation of a political action committee.

Compliance with laws, rules and regulations.

The Company expressly forbids any stakeholder from trading on material nonpublic information or communicating material nonpublic information to others in violation of the law. This conduct is frequently referred to as "insider trading." This policy applies to every stakeholder and extends to activities both within and outside their duties to the Company, including trading for a personal account.

The concept of who is an "insider" is broad. It includes officers, directors and employees of a company. In addition, a person can be a "temporary insider" if he or she enters into a special confidential relationship in the conduct of a company's affairs and as a result is given access to information solely for the company's purpose. A temporary insider can include, among others, a company's investment advisors, agents, attorneys, accountants and lending institutions, as well as the employees of such organizations. One may also become a temporary insider of another company with which the Company has a contractual or other relationship. Trading while aware of inside information is not a basis for liability unless the information is material. Generally, this is information that a reasonable investor would consider important in making his or her investment decisions or information that is likely to have a significant effect on the price of a company's securities.

Information is nonpublic until it has been effectively communicated to the marketplace. Tangible evidence of such dissemination is the best indication that the information is public. For example, information found in a report filed in a public office or appearing in a national newspaper would be considered public.

Each stakeholder should be familiar with and abide by the Company's Insider Trading Policy. A copy of this policy available from the Human Resources Department or the Office of the General Counsel.

The Company makes employment-related decisions without regard to a person's race, color, religious creed, age, sex, sexual orientation, marital status, national origin, ancestry or any other legally protected status. "Employment decisions" generally mean decisions relating to hiring, recruiting, training, promotions and compensation, but the term may encompass other employment actions as well.

The Company encourages its stakeholders to bring any problem, complaint or concern regarding any alleged employment discrimination to the attention of the Human Resources Department or the Office of the General Counsel. Stakeholders who have concerns regarding conduct they believe is discriminatory should also feel free to make a report to the Hotline, to the Office of the General Counsel or to the chairperson of the Audit Committee.

The Company is committed to maintaining a collegial work environment in which all individuals are treated with respect and dignity and which is free of sexual harassment. In keeping with this commitment, the Company will not tolerate sexual harassment of stakeholders by anyone, including any manager, coworker, director, consultant, vendor, supplier or customer, whether in the workplace, at assignments outside the workplace, at Company-sponsored social functions or elsewhere.

Each stakeholder should be familiar with and abide by the Company's Sexual Harassment Policy. A copy of this policy is given to all stakeholders and is available from the Human Resources Department or the Office of the General Counsel.

Waivers.

Each stakeholder is encouraged to consult with the Office of the General Counsel about any uncertainty or questions he or she may have about the Code.

If any situation should arise where a course of action would likely result in a violation of the Code but for which you think a valid reason for the course of action exists, you should contact the Office of the General Counsel to obtain a waiver prior to the time the action is taken. You should never pursue a course of action that is unclear under the Code without first consulting the Office of the General Counsel and, if necessary, obtaining a waiver from the Code. Except as noted below, the Office of the General Counsel will review all the facts surrounding the proposed course of action, consult with the Company's Chief Executive Officer and determine whether a waiver from any policy in the Code should be granted.

Waiver Procedures for Executive Officers and Directors. Waiver requests by an executive officer or member of the Board shall be referred by the Office of the General Counsel to the Board or a committee thereof for consideration. If either (i) a majority of the independent directors on the Board or (ii) a committee comprised solely of independent directors agrees that the waiver should be granted, it will be granted and, to the extent required by the rules and regulations, disclosed publicly. If the Board denies the request for a waiver, the waiver will not be granted and the stakeholder shall not pursue the intended course of action.

Waivers from the Code will be granted only in limited and extraordinary circumstances.