Introduction

Thank you for partnering with us and we wish to inform that as one of our business partners you are required to adhere and comply with this Code of Conduct (“Code”) which sets out the minimum standards of business conduct and business practices with which  you, your employees, sub-agents, dealers and medical consultants (“Business Partner”) are to adhere and comply to build a long term  business relationship with Nexgen Pharma Ltd., brand NPU including without limitation to marketing, remarketing (or “reselling”) or your involvement in an opportunity which results in the sale of products or services provided by NPU (“Activities”).

We wish to highlight that compliance with the Code is not limited to observing the same, but also conducting corporate business in a way that recognizes your ethical responsibilities and fulfils them.

By establishing this Code, we are acknowledging your critical role in defining and protecting our most valuable collective asset—the trust that our clients, investors, colleagues, and communities place in NPU and you.

Notwithstanding this Code, as a business partner of Nexgen Pharma Ltd., we also require you to comply with all laws and regulations as applicable to your business, wherever conducted.

In addition to this Code, you must also have a written company code of business ethics and business conduct that at a minimum incorporates the requirements of this Code of Conduct and business ethics, and the laws applicable to your business.

The industry and markets which we serve continue to evolve and subject to changes. As such, we may face the challenges of new regulatory requirements and code of ethics. You must demonstrate the highest ethical principles in all your business activities and avoid engaging in any activity that is improper or can be deemed as in breach this Code, the applicable laws and regulations and general code of ethics. This Code is not regarded as legal advice or legal guidance. You should consult your own legal counsel for questions regarding the legal requirements that apply to your business activities.

Nexgen Pharma Ltd. reserves the rights to change this Code of Conduct at any time by providing you with a written notice enclosing the new Code.

Financial Integrity and Accounting

Accurate and reliable financial and business records are of critical importance for all enterprises. You must not engage in any actions that could result in conveying false or inaccurate financial information to Nexgen Pharma Ltd. and/or its employees, sub-agents, dealers, medical consultants and your portfolio of clients or consumers. You must ensure that all submissions you make to Nexgen Pharma Ltd. (for example, orders, sales reporting, special stock requests, resellers involved, rebates, and reimbursement requests) are complete and accurate.

Solicitation of Nexgen pharma ltd. Employees

You agree not to directly or indirectly form any formal or informal partnership, agreements or dealings to solicit from and engage with Nexgen Pharma Ltd. employees for the purpose of procuring Nexgen Pharma Ltd. confidential information and/or inducing employment opportunities within your organisation, subsidiaries or in any other avenues.

Anti-Trust and Competition Laws

You must fully comply with all applicable antitrust and competition laws and regulations. While these laws may vary in different jurisdictions, our policies require, at a minimum, if you are approved by Nexgen Pharma Ltd. to remarket products and services provided by NPU, that you do so as part of your independent business model and on terms and pricing that you set unilaterally. Furthermore, it is not permissible for you and competing NPU resellers to do or attempt to do any of the following: 1) fix or control prices for NPU offerings; 2) join together to boycott suppliers or clients; 3) divide or allocate markets or customers; 4) coordinate competing bids; and/or 5) partake in fraud or extortion of any kind.

Anti-Bribery and Corruption Policy

Nexgen Pharma Ltd. will uphold all applicable laws relevant to countering bribery and corruption, including the UK Bribery Act 2010.

It is widely accepted that bribery and corruption cause poverty and suffering and inhibit economic growth. Under the UK Bribery Act 2010, bribery and corruption are punishable for individuals by up to ten (10) years’ imprisonment and if Nexgen Pharma Ltd. is found to have taken part in corruption, NPU could face an unlimited fine, be excluded from tendering for public contracts and face damage to its reputation. NPU, therefore, takes its legal responsibilities very seriously.

Nexgen Pharma Ltd. is committed to:

• Conducting all of its business in an honest and ethical manner.
• A zero tolerance approach to bribery and corruption.
• Acting professionally, fairly and with integrity in all of its business dealings and relationships wherever it operates
• Implementing and enforcing effective systems to counter bribery.

It is the responsibility of everyone working for, or under the control of, Nexgen Pharma Ltd. to detect, prevent and report any form of corruption, including bribery.  Nexgen Pharma Ltd. requires its workers to avoid any activity which might lead to, or suggests, a breach of NPU’s anti-bribery and corruption policy.

Nexgen Pharma Ltd. promotes openness and workers are encouraged to report, at the earliest possible time, any concerns they have about any issue or, suspicion of malpractice.  Workers who raise genuine concerns in good faith will be supported, even where mistaken.

Nexgen Pharma Ltd. is committed to ensuring that no one suffers any detrimental repercussions as a result of refusing to take part in bribery or corruption, or because of reporting in good faith their suspicion that an actual or potential bribery or other corruption offence has taken place, or may take place in the future.

Nexgen Pharma Ltd. has an adopted and enforces an Anti-bribery and Corruption Policy which applies to all of its workers, agents and business partners.

As such, as a business partner of Nexgen Pharma Ltd. you are required to adopt and operate your businesses on principles equivalent to our anti-corruption and bribery policy.

It is part of Nexgen Pharma Ltd.’s anti-corruption and bribery policy to limit the business amenities which a Nexgen Pharma Ltd.’s employee may accept. Any business amenities which you provide to a Nexgen Pharma Ltd. employee must be appropriate for our business relationship and must not be given with the intention to receive favouritism from Nexgen Pharma Ltd. or to similarly influence or compromise Nexgen Pharma Ltd.’s decision-making regarding our business relationship and must not have the appearance of impropriety.

You must not, directly or indirectly, offer bribes, kickbacks, or other payments of money or other things of value, including business amenities, for the purpose of wrongfully obtaining or retaining business favours related in any way to products or services provided by Nexgen Pharma Ltd.’s employees to you.  This includes giving money or business amenities (including goods, hospitality, gifts or any other items of value) to any third party where there is reason to believe that it will be passed on to anyone involved in the business decision process or for the purpose of influencing the decision. Even where allowed, any travel-related expenses and business amenities provided to these third-party entities related to NPU must be reasonable, tied to business activities including product demonstration and not for the benefits or preferential treatment to the employees of Nexgen Pharma Ltd.

Competing Fairly

Nexgen Pharma Ltd. expects you and your employees to compete fairly and ethically for all business opportunities. Your employees involved in the sale of products and services provided by NPU must ensure that all statements, communications, and representations to clients are accurate, complete, and truthful. Similarly, you must not make or attempt to make any unauthorized commitments on behalf of Nexgen Pharma Ltd. or clients, nor inappropriately implicate or involve Nexgen Pharma Ltd. in your disputes with clients or others.

Competition laws enacted in certain countries are designed to ensure that competition remains vigorous and free from collusion. Even the perception of improper conduct should be avoided. All NPU distributors must refrain from discussing prices, costs, production, products and services, consultation practices, other non-public business matters, sales territories, distribution channels, and/or customers with a competitor and other NPU distributors or dealers; and restricting the right of your appointed re-seller to sell or lease a product or service at or below a certain price.

Professional Leadership

You are obligated to accomplish your activities pertaining to NPU’s products and services while observing ethical and professional principles that facilitate the strengthening of NPU’s reputation and yours, being the distributor or agent.

The behaviour of the distributor must not harm NPU’s reputation or reflect negatively on the activities of other distributors and/or dealers.

You must be polite and treat all persons with whom you come into contact with in the course of your work with respect. You bear the responsibility of maintaining NPU’s reputation. NPU concludes a contract with you, placing its trust in your honesty and decency and your ability to carry out your contract obligations professionally.

You must not make disparaging, defamatory, malicious and slanderous comments or accusations that have connotations that can denote negativity against NPU, brands under Nexgen Pharma Ltd., competitors, clients and NPU distributors or business associates that may operate in the same territories as your business activities.

You must prevent the ethics violation and inform Nexgen Pharma Ltd. in good time with substantiated evidence of any activities carried out by other NPU distributors or dealers that contravenes this point.

Medical Conferences and Professional Meetings

You agree to inform Nexgen Pharma Ltd. prior to any participation in any medical conferences, scientific programs, professional meetings and/or conferences, in order for Nexgen Pharma Ltd. to consent   and pre-approve the presentations made about NPU’s products and services to avoid misrepresentations and misstatements.

Intellectual Property

NPU’s intellectual property covers, including, without limitation, its trademarks, service marks and logos, as necessary for you to perform your obligations and exercise your rights under this Code, and to the best of the knowledge of NPU it is not aware of any  third parties claims that are adverse to any of such intellectual property rights.

You are responsible for protecting NPU’s intellectual property rights. An important element of such protection is maintaining the confidentiality of NPU’s and the client’s confidential information and other proprietary information. You must not reproduce copyrighted software, documentation, or other materials unless you have been properly authorized to do so. You must observe applicable data privacy requirements as per the legal jurisdiction in your territories.

When you market directly to your customer portfolio, you must ensure the appropriate NPU materials and product terms are provided to the end user in a format sufficient to create an enforceable agreement under applicable law (for example, certain countries require receipts in hard copy and proper invoices) before the sale to the end user is finalized; and to avoid misrepresenting NPU’s product and services.

You must comply with the terms and conditions as outlined in the Rights of Usage for Nexgen Pharma Ltd.’s sales, marketing and education content agreement.

Respect and Dignity

You must provide your employees with a work environment free of coercion, discrimination, and harassment.

Social Media

You are prohibited from engaging in any form of social media discourse including content sharing pertaining to any NPU’s products or services.

Marketing to Other Remarketers (Resellers or Agents)

You must require your resellers or agents who do not have a contract with Nexgen Pharma Ltd. under which they are approved to market products or services provided by Nexgen Pharma Ltd. (for example,  resellers or agents) to comply with this Code of Conduct. You must also require such remarketers to obtain relevant training and product knowledge to ensure no miscommunication or misrepresentation of NPU’s products or services. You bear all liability of your remarketers conduct.

Acquiring Products from Unauthorized Sources

Dealing in NPU products from unauthorized sources undermines the Nexgen Pharma Ltd.’s Distributor’s Agreement and our commitment to serve our customers at the highest levels of quality and business value. Acquiring NPU products from unauthorized sources also represents a significant risk to you and your potential end user customers because you have no assurance that these products are free of defects or alterations (or both) or if the product is counterfeit, which may affect subsequent warranty claims and customer satisfaction.

Monitoring / Record Keeping

You must maintain documentations to demonstrate your compliance with this Code of Conduct and provide Nexgen Pharma Ltd. or its independent auditor with access to such documentation upon Nexgen Pharma Ltd.’s request.

Compliance

When dealing with others, including other Nexgen Pharma Ltd. business associates, you must exercise due diligence to ensure that you are aware of any potential warning signals that may indicate potential issues and that they abide by the terms of this Code. You shall advise Nexgen Pharma Ltd. of any potential violations or concerns or potential breach of this Code.

Confidentiality

During and after your tenure as a distributors and/or dealer, you will keep confidential and protect all confidential information, including trade secrets and business or medical information; and will not disclose formally or informally such information to any third party; nor use such information for any purpose other than stipulated in your Distributor’s Agreement or as may be required by relevant governing authorities.

Reporting Violations

If you become aware of any unlawful or unethical situation involving or related to the sale of products or services NPU provides, you are obliged to immediately notify Nexgen Pharma Ltd. and communicate any information you have regarding the incident or situation. Information that you provide to Nexgen Pharma Ltd. must be accurate to the best of your knowledge. Nexgen Pharma Ltd. expects you to assist Nexgen Pharma Ltd. with any investigations of an incident or situation that you report to Nexgen Pharma Ltd. Reporting false information to Nexgen Pharma Ltd. may result in Nexgen Pharma Ltd.’s termination of your business relationship(s) with Nexgen Pharma Ltd., including all related contracts.

You shall report to Nexgen Pharma Ltd. on any conduct which you believe in good faith to be an actual, apparent, or potential violation of this Code. Prompt reporting of violations is in the best interest of everyone. Reports will be handled as confidentially as possible.

In violating any terms outlined in this Code of Conduct you subject yourself to possibilities of civil or criminal liabilities provided by the current law in the jurisdiction of your business activities, or as in the context of an individual in the territory of your permanent residency.

Conflict of Interest

A conflict of interest occurs when an or organization is involved in multiple interests, one of which could possibly corrupt the motivation. The presence of a conflict of interest is independent of the occurrence of impropriety. Therefore, a conflict of interest can be discovered and voluntarily defused before any corruption occurs. The term “conflict of interest” describes any circumstance that could cast doubt on your ability to act with total objectivity with regard to the distribution of NPU products and services. Nexgen Pharma Ltd. wants its partners’ loyalty to be free from any conflict of interest. Conflict of interest situations may arise in many ways. If you feel that you have an actual or potential conflict with Nexgen Pharma Ltd. or any of its employees you must report to Nexgen Pharma Ltd. immediately.

Enforcement

This Code places you and Nexgen Pharma Ltd. in the forefront with those corporations throughout the world that emphasize the importance of honest business conduct and solid business ethics. Our standards can be met only with your cooperation. Nexgen Pharma Ltd. trusts that you will recognize that you must adhere to the standards of this Code. Any violation of this Code will constitute the basis for the immediate termination of your distribution agreements with Nexgen Pharma Ltd. and the cancellation and forfeiture of any fees payable to you, pursuant to applicable laws and without any liability to the part of Nexgen Pharma Ltd.