Clinigen : Global Anti-Trust Policy

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1. Executive Summary

Clinigen Limited and its subsidiaries ("Clinigen") is committed to adhering to anti-trust and competition laws ("Anti-Trust Laws"). For this reason, Clinigen has developed this Policy to help ensure that its activities are conducted consistently with Anti-Trust Laws. It is one of the fundamental principles of Clinigen to strictly observe all national and international laws and regulations under which Clinigen is operating and to maintain high ethical standards in conducting its business.

2. Policy Overview

Anti-Trust Laws are intended to promote and protect competition. Competition usually leads to lower prices, higher quality, and increased output of goods and services to the benefit of consumers and antitrust authorities are concerned that competitors might agree to engage in behaviour that affects competition negatively.

Anti-Trust Laws can impact our dealings in a number of situations, including pricing of products and services, relationships with suppliers, customers, distributors, and wholesalers, and, of course, relationships with our competitors.

Clinigen is committed to a zero-tolerance approach to any breach of Anti-Trust Laws, in any way or form and anywhere in the world.

Anti-Trust Laws are generally similar in all countries. However, it is important that you are aware of which specific or local Anti-Trust Laws might apply in a particular situation.

3. Scope

This Policy applies to Clinigen Limited and its subsidiaries and their employees, directors, officers, contractors, and agents who must also comply with any applicable local policy which relates to Anti-Trust Laws.

Paragraph 11 sets out how this Policy affects our Business Partners.

4. Definitions

The following defined terms are used in this Policy.

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5. Basic Rules of Anti-Trust Laws

The following general information applies to all parts of this Policy and is applicable in all circumstances relating to anti-trust issues and questions.

The Three Basic Rules of Anti-Trust Laws

Notwithstanding any differences in detail, for practical purposes Anti-Trust Laws can be reduced to three fundamental rules:

• Do not in any way coordinate your market behaviour with (potential) competitors.
• Do not unreasonably restrict the commercial freedom of customers or suppliers in any sale or supply contracts.
• Do not misuse your market power to exclude other competitors from the market or impede them without good reason or otherwise manipulate the market.

6. Improper Activities

Before covering circumstances under the Anti-Trust Laws, it is useful to set out a few very basic principles. Some conduct is considered unlawful under the Anti-Trust Laws of most countries regardless of:

• the reasons why it is undertaken;
• the revenues or assets of the parties involved in the conduct; or
• the justifications that can otherwise be made for the conduct.

Examples of such unlawful activities include:

• price fixing between competitors;
• sharing markets or customers;
• certain group boycotts of customers;
• bid rigging.

These violations are illegal regardless of the circumstances.

Anti-trust violations can be based either on express or on circumstantial evidence and thus evidence of an explicit agreement is not needed. Therefore comments, for instance, that signal to competitors on issues relevant under Anti-Trust Laws, e.g., that could result in exchanges of competitively sensitive information or be price relevant, must be avoided.

Care is needed in the context of interactions with competitors in relation to trade associations and conferences as well as in social interactions. Please also see Appendix A: Anti-TrustTraffic Light Table.

7. Contact with Competitors

The contacts or arrangements with competitors may infringe Anti-Trust Laws.

The directors and employees of Clinigen must consult with the Legal department if it is suspected that planned or actual contacts or agreements with competitors infringe Anti-Trust Laws.

The directors and employees of Clinigen must not stay at a meeting with competitors if the discussions are suspected to be violation of Anti-Trust Laws.

The following items 1), 2), 3), 4) and 5) are examples of illegal contacts and arrangements between competitors. When reading the examples, please bear in mind that an 'arrangement' covers more than just a formal written contract. It also covers oral agreements, tacit understandings and 'gentlemen's agreements.

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Price fixing between competitors is strictly prohibited in most countries we do business in. Any arrangement or even one single discussion between competitors to fix, raise or lower prices will be regarded as price fixing and is illegal. The same is true for arrangements or discussions between competitors that affect prices indirectly, such as rebates or discounts, pricing methods, output fixing, costs, and payment terms.

This prohibition covers both horizontal Agreements (between actual or potential competitors operating at the same level of the supply chain) and vertical Agreements (between firms operating at different levels, i.e., Agreements between a manufacturer and its distributor). Only limited exceptions are possible and need to be addressed to and confirmed as an exception from the prohibition by Legal before entering them.

Agreements relating to the following pricing or output topics are usually forbidden: wholesale, retail and suggested prices for goods and services, price ranges, pricing formulas, discounts, rebates, minimum prices, reference prices (e.g., using one price as a take-off point for other prices), price increases or decreases, margins, actual or proposed production or changes in production.

2) Sharing Markets or Customers (Non-Competitive Agreements)

So called non-competitive Agreements are Agreements among competitors to allocate, divide or assign customers, territories, products, or services which are also illegal.

Market sharing or customer sharing Agreements between competitors are strictly prohibited in most countries we do business in. The aim of these arrangements is to agree:

1. Which markets to sell and not sell in;
2. Which products and/or services to sell and not sell;
3. Which customers to sell and not sell to; and
4. Which quantities of products and/or services to sell on a given market or to a given customer.

3) Boycotts

A company acting alone generally has the right to select the parties with which it will do business. However, when two or more companies agree not to do business with another business, that Agreement may violate Anti-Trust Laws.

4) Bid Rigging

Bid Rigging is a fraudulent scheme in procurement auctions resulting in non-competitive bids and can be performed by a bidder along with other bidders in an orchestrated act of collusion, or between officials and firms. This form of collusion is illegal in most countries. It is, for example, forbidden to align prices during bidding processes with competitors; exchange information relating to the content of your bid; or to share the information whether you intend to place a bid.

The typical objective of Bid Rigging is to enable the winning party to obtain contracts at uncompetitive prices (i.e., at higher prices if they are sellers, or lower prices if they are buyers). The other parties are compensated in various ways, for example, by cash payments, or by being designated to be the winning bidder on other contracts, or by an arrangement where some parts of the successful bidder's contract will be subcontracted to them. Bid Rigging almost always results in economic harm to the entity, which is seeking the bids, and in case of a public bidding, the affected government and public, who ultimately bear the costs as taxpayers or consumers.

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