The purpose of the Code of Business Conduct (the “Code”) is to establish the guidelines for behavior for all the people who work or collaborate with Pint Pharma (the “Company").

It is the highest rule in the Company’s internal hierarchy of rules. Its principles are developed in the policies and guidelines adopted by Pint.

The Company takes on the commitment to develop all its activities in compliance with the Code and applicable legislation.

At all levels, the real and effective application of these principles, as well as the achieving of a high level of commitment to compliance with this Code will be monitored.

Introduction

Pint’s mission statement:

“Enable Latin American population with life-altering conditions to live better lives by providing early and efficient access to innovative technologies.”

It is the policy of the Company to conduct its business activities and transactions with the highest level of integrity and ethical standards and in accordance with all applicable laws, rules and regulations. This Code outlines our commitment, as a Company and as individuals, to adopt an honest and ethical conduct and adhere to the highest levels of integrity in service to patients, the medical community, colleagues and shareholders. We conduct all Pint Pharma activities in accordance with the principles described in this Code and in the Company policies and guidelines, as applicable, which are in turn grounded in our corporate values.

The Code applies to the Company’s and its subsidiaries’ directors, officers and associates (collectively, “Covered Persons”). The Code shall also be socialized with the third parties with whom we intend to conduct business (contractors, consultants, vendors and any other third party acting under their control on behalf of the Company, collectively “Agents”) to ensure they adhere to the same ethical principles.

In some cases, the Company may have entered into contracts which are more specific than this Code and in those cases the more specific agreements will prevail.

If any provision of any applicable law, regulation or applicable industry code is stricter than this Code, the stricter of the two will apply with respect to that provision.

Because the effectiveness of the Code depends on the cooperation of the entire Pint Pharma team, each Covered Person is responsible for reading, becoming familiar with, and complying with the Code.

The Code is not intended to address every situation that may arise, but defines the general standards that each Covered Person is expected to follow. Any questions regarding the Code, or questions of ethics or appropriate business conduct not covered by the Code or other Pint Pharma policies, should be directed to the Company’s Compliance department: This email address is being protected from spambots. You need JavaScript enabled to view it..

The Code shall be shared with all Covered Persons and Agents. The Company reserves the right to amend, alter or terminate this Code at any time for any reason. The most current version of this Code can be found on-line on the Pint Pharma webpage under the Compliance Section.

This document is not an employment contract between the Company and any of its associates, officers, directors or Agents.

I. Guiding Principles

1. We put patients first

Our conduct and our interactions facilitate our corporate mission to provide new therapeutic options for patients.

We safeguard patients by: (1) conducting research in compliance with applicable laws and best practices; (2) respecting patient privacy; and (3) communicating accurate safety information about our products.

Our interactions with patient organizations and advocacy groups are scientifically focused and are not aiming at promoting our products. Financial interactions with patient organizations may be in the form of funding consistent with the principles of this Code and the Company policies.

2. We conduct business honestly and ethically

We act with the highest standards of personal and professional integrity and do not tolerate others who attempt to deceive or evade responsibility for their actions.

We are direct, honest and truthful in discussions and interactions within all levels of the Company, regulatory agency officials and government officials, as well as in all dealings with business partners, shareholders and other stakeholders.

We do not offer or provide bribes or kickbacks to win business, to influence a business or prescribing decision, or to advance our interests with government authorities. In particular, our interactions with healthcare professionals, government entities, government officials, and others must be legitimate and never to obtain an improper advantage or to improperly influence or encourage a decision by them.

3. We comply with applicable laws, rules and regulations

We respect and obey the laws of the countries in which we operate and the rules and regulations applicable to the Company’s business, both in letter and in spirit.

We operate in a heavily regulated industry and are subject to a wide range of laws, rules and regulations, including but not limited to those related to drug and medical device development, research and commercialization, bribery, and fair competition.

We understand that these laws are complex and require that Covered Persons take steps to become familiar with those laws, rules and regulations relevant to their areas of responsibilities within the Company. The Company may also have to comply with the rules set forth in the relevant industry codes, as applicable.

4. We respect the medical and scientific communities

We communicate with healthcare professionals and organizations about Pint Pharma products in an accurate, balanced, appropriate and not misleading manner, and in compliance with all applicable laws and regulations.

We seek feedback from the medical and scientific communities, working with them to advance scientific and clinical research in a manner that supports patients and complies with all applicable laws and ethical standards.

We respect the need for healthcare professionals to make independent clinical decisions on the treatment of their patients.

Our interactions with healthcare professionals and organizations are supported by legitimate business needs and are never intended or designed to reward or improperly influence business.

5. We respect each other

We treat our associates and colleagues professionally and fairly, ensuring workplace safety, respecting privacy, and valuing relationships and diverse perspectives. We do not tolerate harassment or discrimination.

6. We protect our shareholders and their investment in Pint Pharma

We hold ourselves and our colleagues accountable for adherence to Pint Pharma’ corporate values and the principles embodied in this Code.

We protect Pint Pharma’ assets and ensure their proper and efficient use for business purposes; this includes immediately reporting to the Company any suspected incident of fraud or theft.

We maintain the confidentiality of Company information entrusted to us by Pint Pharma, limiting disclosure of confidential information to those who have a clear need to know such information for conducting Company business and who are also obligated to protect its confidentiality.

 

7. We maintain accurate records and communicate responsibly

We keep accurate Company books and records, complying fully with all applicable financial reporting and accounting regulations.

We ensure that all of the Company’s books, records, accounts and financial statements are maintained in reasonable detail, fairly reflect the Company’s financial position and transactions and conform to applicable legal requirements, the Company’s system of internal controls and accounting principles generally accepted in the countries in which we operate.

We do not make false, misleading or artificial entries into the Company’s books or records, and follow internal accounting controls established to ensure the complete and accurate recording of all transactions.

We are committed to accurate, timely and understandable communications through public disclosures and regulatory filings, balancing the importance of disclosure with the need and importance for confidentiality with respect to non-public negotiations or other business developments.

8. We avoid conflicts of interest

We avoid situations in which personal interests conflict, or have the appearance of conflicting, with those of the Company.

If potential or actual conflicts do arise, we address them honestly, ethically, and in accordance with the Company policies and values.

We do not enter into transactions or arrangement that may involve a conflict of interest unless they have been specifically approved in advance.

We do not use the Company property, information or our position in the Company for improper personal gain or take on outside projects or work that might compete with the Company.

9. We conduct business fairly

We seek to outperform our competition fairly and honestly. We seek competitive advantages through superior performance, never through unethical or illegal business practices.

We endeavor to respect the rights of, and to deal fairly with customers, suppliers, consultants, competitors, and other persons with whom the Company conducts business.

10. We interact appropriately with government officials

We deal honestly and fairly with government representatives and agents, and comply with valid and reasonable governmental requests.

We do not provide bribes, kickbacks or other improper payments, directly or indirectly, to any person in order to obtain a commercial benefit or government action.

11. We respect data privacy rights

We respect and protect the privacy of people who provide their personal data and information of a sensitive nature.

We control the channels by means of which the Company obtains personal data and we ensure that the Company complies with applicable laws and regulations. This data shall be preserved by appropriate security measures.

The reviews and inspections derived from any reported infringements of this Code, as described below, shall be made following a protocol that guarantees respect to the privacy and dignity of the people affected.

12. We respect the environment

The Company is entirely committed to the protection, preservation and improvement of the environment and of the natural capital. Therefore it develops its activities through the sustainable management of the natural resources and the minimization of its environmental footprint in the various stages of the life cycle.

13. We strive for IT security

The Company shall watch over the prevention and control of crimes that may be committed by use of information technologies.

II. Ensuring Compliance

1. Asking questions & reporting suspected violations

Pint Pharma supports an open and honest atmosphere in which questions should be asked, and potential problems or concerns can be raised.

We are all responsible for Pint Pharma individually, and as members of the Pint Pharma team, each of us is responsible for acting with integrity every day. Each of us must accept this commitment for ours is a shared responsibility.

It is not only our responsibility to conduct ourselves in an ethical business manner. We also have a responsibility to ensure that others do the same. Any associate who knows or believes that any other associate has engaged or is engaging in Company-related conduct that violates applicable law or this Code should report such information.

Any Covered Person who becomes aware of an existing or potential violation of this Code, of any law, rule or regulation or of the Company policy has an obligation to report the complaint or concern.

Although not all Covered Persons are expected to know the details of all laws, rules and regulations to which the Company is subject, it is important to understand enough to determine when it is necessary or appropriate to seek advice or report suspected violations. When in doubt, Covered Persons are expected to seek guidance.

Questions, complaints or concerns may be directed to an associate’s supervisor, Human Resources, the Compliance Lead or in the case of suspected violations of financial, accounting or auditing laws, policies or internal controls, to the Finance Lead.

2. Investigations

The Company Directors are committed to taking prompt and consistent action in response to suspected or reported violations of the Code, of any law, rule or regulation.

Covered Persons are required to cooperate fully with internal investigations by providing complete and truthful information in a timely manner.

All parties involved in investigations must respect privacy and confidentiality by not discussing or disclosing information to anyone outside the investigation, unless required by law or when seeking personal legal advice.

3. Non-Retaliation

Pint Pharma will not tolerate any retaliation against individuals for raising in good faith possible violations of the Code, any applicable law, rule or regulation.

4. Accountability

Covered Persons are responsible for adhering to the values and standards set forth in this Code and for raising questions or concerns when they exist.

5. Oversight & Availability

This Code is overseen by Pint Pharma’s Board of Directors and is administered by the Compliance Lead.

Any Covered Person seeking a waiver of the Code should speak to the Company’s Compliance Lead.

 

Approved on: 10th January 2018

  
David Muñoz, CEO