CODE OF BUSINESS CONDUCT
I. Introduction
At BioTx Pharmaceuticals, we are dedicated to enhancing and improving the health and welfare of patients in the Middle East & north Africa Region. In achieving our promise, we will embrace our Core Values and Business Principles. Our Core Values—People, Excellence, Change, Integrity, and Co-prosperity— define our corporate culture and the way we operate.
This Code of Business Conduct sets out the manner by which we, as a company and as individual officers and employees, endeavor to conduct our business and must be strictly followed by all officers and employees affiliated with Biotherapeutics Pharmaceuticals The company and its officers and employees share the responsibility of making the right decision when faced with difficult choices. The Code of Conduct will be used by our officers and employees as a tool to remind ourselves of our commitment to Biotherapeutics Pharmaceuticals’ Core Values and Business Principles and will help us navigate through difficult choices by setting out how each one of us must act to build and maintain our reputation. We are committed to solidifying Biotherapeutics Pharmaceuticals’ presence, not only as a leader in the biopharmaceutical industry, but also as a company that stands firmly on its foundation of virtue.
II. Compliance with Laws and Ethical Standards
In our industry, there are a minefield of laws and regulations that we must comply with in conducting our business activities. As a company with such significant operations, we will comply with all applicable laws and regulations including, but not limited to, those relating to the research, development, manufacturing, marketing, promotion, and distribution of BioTx Pharmaceuticals’ products in all of the countries where we conduct business activities. In addition, we will adopt and follow industry codes of practice applicable to our business. No violations of laws or regulations will be tolerated. Always remember that violation of laws and regulations can subject the company and also individual officers and employees to civil and/or criminal penalties.
III. Maintenance of a Transparent Organizational Culture
Accounting and Books. All financial transactions must be authorized by the company and properly recorded. We are subject to various securities laws, regulations and industry accounting standards. These laws, regulations and industry accounting standards require the company to record, maintain, and disclose accurate and complete information regarding its business. Pursuant to such requirements, we will keep full, balanced, accurate, timely, comprehensible, and truthful financial records. Where required, we will file public disclosures based on such information as required by applicable laws, regulations, and industry accounting standards. Inaccurate, incomplete, or untimely recording or reporting of such records will not be tolerated as it can severely damage the company and may result in legal liability.
Insider Trading. Officers and employees are prohibited from using or disclosing to others non-public information that a reasonable partner would consider material in making investment choices, about the company (or about other companies), that they have gathered during the course of performing the company’s business activities. Insider trading disrupts the natural working order of the market and is an activity, which is prohibited by law.
Giving Benefits. Officers and employees will not, directly, or indirectly, offer or give any benefits, including, but not limited to, money, gifts, or hospitality to public officials, third party service providers or their employees, customer or any other organization (or their family members or friends), if doing so could give the appearance of influencing that party’s relationship with the company.
We will comply with relevant anti-bribery and anti-corruption laws, including, without limitation, the US Foreign Corrupt Practices Act, the UK Bribery Act & The Global Anti-Corruption, in our dealings with public officials and other applicable third parties.
Anti-bribery and anti-corruption laws prohibit giving anything of value directly or indirectly to public officials or other applicable third parties for the purpose of obtaining or retaining business. Providing benefits to healthcare professionals, healthcare organizations, or other parties having influence over decision making that could provide a business benefit to Biotherapeutics Pharmaceuticals throughout the course of its business may be subject to such laws, so extra care must be taken by officers and employees when interacting with these parties.
Receiving Benefits. Officers and employees (or their family members or friends) may not directly or indirectly, solicit or accept from anyone benefits, including but not limited to money, gifts or hospitality that could influence or give appearance of influencing company’s business relationship with that party. If you receive a benefit from someone in the course of carrying out the company’s business, even if the gift was unsolicited, you must notify your compliance department and take appropriate measures, which may include returning or disposing of what you received.
Conflict of Interest. A conflict of interest may arise where an officer or employee (or their family members or friends) becomes involved in activities or relationships that could influence or appear to influence their judgment while performing company’s business activities. Officers and employees have an obligation to the company to act in its best interests at all times. As a conflict of interest situation may prevent, or appear to prevent, officers and employees from putting the company’s interests first, officers and employees will use their best endeavors not to create these situations. If a potential conflict of interest situation arises unavoidably, officers and employees must promptly come forward and disclose these details to the compliance department. The company will work with officers and employees to evaluate the situation and determine ways to eliminate the conflict.
IV. Respect of Customers, Shareholders and Employees
Quality and Safety. We will comply with all applicable quality standards including but not limited to Good Distribution Practices (GDPs) in all stages of product lifecycle. We may conduct pharmacovigilance obligations on behave of our partners and manufacturers depending on the nature of our partnership. Pharmacovigilance refers to the set of mechanisms for detecting adverse events and collecting data on them for reporting, assessment and prevention purposes. To ensure we meet our pharmacovigilance obligations, we will make sure that all adverse events collected are appropriately addressed and that such information is reported to the relevant authorities.
From time to time, we may receive requests from regulatory authorities to answer certain questions relating to our products or to visit our partners manufacturing facilities for the purposes of monitoring the quality and safety of these products throughout the product lifecycle. We will cooperate fully with such requests and endeavor to remedy any deficiencies that come to our attention.
Protection of Personal Data. During our day-to-day business activities, there will be circumstances where we come across personal data (data that can identify, or be used to identify a natural person). We will protect the personal data of consumers, healthcare professionals, business partners, officers, employees and other individuals with whom we interact with great rigor and care. We will ensure that we collect personal data only where we have a legitimate business reason for doing so and only upon notice (or consent where required by law). The personal data collected will only be used for the purposes disclosed to the data subject and in accordance with laws. We will ensure to take appropriate organizational measures to protect such personal data against alteration, destruction, or unauthorized disclosure or access. Where there is a legitimate business need to transfer data internationally, such transfer will only occur after we have made sure that appropriate safeguards are in place as required by local laws.
Company Assets. Officers and employees must take care to protect the intellectual property of the company such as partners agreements, trademarks, trade secrets, and copyrights and to refrain from making unauthorized disclosures relating to company confidential information. Although intellectual property is not tangible, it is of an intrinsic value to the company. Loss of intellectual property caused by unauthorized disclosures of company confidential information will result in immeasurable loss for the company. Unauthorized disclosures of company confidential information may not only lead to loss of intellectual property, but may also cause extreme damage to the company’s competitiveness. Officers and employees will fully comply with the established security procedures in order to ensure that we do not jeopardize the intellectual property rights and competitiveness of the company.
Document Management. We will maintain, approve, archive, and manage documents of all types, both paper and electronic, in accordance with our document retention and document management procedures in order to protect our intellectual property and to comply with applicable laws and regulations.
Any documents that must be retained in accordance with any legal or contractual obligations will be clearly labeled and maintained securely to ensure that such documents are properly maintained during their retention period.
Employee Treatment. We strive for a positive and harassment-free work environment. Officers and employees will treat each other with dignity and respect, and each is expected to display high standards of personal and professional conduct. There will be no discrimination against individuals based on their race, nationality, color, ethnic origin, age, disability, gender, sexual orientation, or religious or other beliefs. We will not tolerate harassment or discrimination in any shape or form.
V. Care for the Environment, Health and Safety
Environment. We will comply with all applicable laws and regulations to protect the environment in performing our business activities. We will minimize risk of environmental hazards and any associated impact thereof by putting in place appropriate measures and procedures.
Employee Health and Safety. We are committed to creating a healthy and safe working environment for our officers and employees. We will strive to minimize potential hazards in our working environments and raise awareness of safety standards and practices applicable to our officers and employees. When our officers and employees carry out the company’s business activities, we will always make sure that they fully comply with all applicable health and safety laws and regulations in order to protect and ensure their personal well-being.
In order to ensure the health and safety of our officers and employees, the company imposes a zero tolerance policy on alcohol and substance abuse. Any use of, or working under the influence of, alcohol or other substances is strictly prohibited.
VI. Social Responsibility as Corporate Citizens , Fair Dealing with Suppliers and Service Providers
We believe that developing mutually beneficial relationships with our partners, suppliers and service providers is essential to our success.
When engaging in business activities with our partners, suppliers and service providers, we will always treat them fairly and with respect. Where we are in a contractual relationship with our partners, suppliers and service providers, we will observe and fully adhere to the terms and conditions agreed upon. We understand the importance of a company’s confidential information and intellectual property rights. As such, when we deal with confidential information and/or intellectual property of our partners, suppliers and service providers, we will ensure that they are handled with great rigor and care.
Product Promotion. We will not encourage or influence unnecessary or inappropriate prescribing, purchasing or use by providing information relating to products that is misleading. All information on the products that we convey will be up-to-date, accurate, balanced, fair, objective and verifiable. For products that have not yet received marketing and/or regulatory approvals, we will ensure that no claims about the safety or efficacy of such unapproved products are made, and that any communications relating to these unapproved products are limited to exchanges of scientific information only. For products that are approved, we will promote only for their approved uses and only to those whom we are able to promote to under applicable law.
Fair Competition. We believe that fair competition is crucial to the advancement of the pharmaceutical industry and the improvement of the care received by patients. As such, we will comply with all applicable laws designed to promote fair competition. We will not engage in any anti-competitive conduct, including but not limited to, conduct that can be seen as abusing market dominance, price-fixing, or mislabeling. Furthermore, we will not obtain confidential business information of our competitors through improper or unlawful means. We will gather information used for competition that is either freely available in the public domain, or through legitimate sources that gather such information legally and ethically.
Giving Back to the Public. From time to time we may carry out charitable activities and/or make charitable donations for legitimate causes. We will only support qualified charities whose activities and objectives are to support the needs of the public at large and/or to enhance and improve the health and welfare of patients. All charitable activities and/or charitable donations will be made in line with applicable laws and this Code of Conduct.
VII. Employee Resources
Guidance for Compliance. To ensure that all our officers and employees fully understand and comply with all the requirements of our Code of Conduct, we will provide our officers and employees with a set of written policies and procedures that provide more detailed guidance on the rules set out herein. Such company-wide policies and procedures should be adopted by all departments and each function will apply the policies and procedures in carrying out its business activities. A variety of training materials, educational sessions, and other resources will also be made available to assist our officers and employees in their understanding his or her responsibilities.
Despite having various written resources and training to guide our officers and employees, these resources cannot enumerate every possible situation that one may encounter in carrying out one’s daily business activities. Where officers and employees are faced with uncertainty, the compliance department is available to assist the individuals come to an answer.
Reporting Violations. The company encourages all officers and employees to report any suspected violations of the Code of Conduct, policies, procedures, or applicable laws, regulations or codes of practice. Under certain circumstances, failure to report any known wrongdoing may also be a basis for disciplinary action. Officers and employees may report concerns to the compliance department. Anonymity is guaranteed.
Whether concerns are raised, they will be taken seriously and investigated thoroughly and appropriately. Individuals found to be involved in the wrongdoing will be subject to disciplinary action, which may include termination of employment, and legal action.
Anti-Retaliation. An employee reporting a suspected wrongdoing in good faith will not be subject to retaliation, discipline or other disadvantages for having done so, even if the report is ultimately established to be erroneous. The company supports a corporate culture that makes it safe for officers and employees to speak up and voice their concerns. Retaliation is strictly prohibited and will be a ground for disciplinary action.
