Mycovia Code of Conduct

This Code of Conduct (the Code) outlines specific practices and guidance for Mycovia Pharmaceuticals, Inc. (Mycovia) and all employees and collaborators to uphold the Mycovia mission and values. In conjunction with other policies and business practices, the Code was developed to describe:

• The Mycovia mission, vision, and values; and
• Expectations of Mycovia employees and collaborators when working with one another and with others in support of the Mycovia mission.

The Code applies to all Mycovia employees, consultants, contractors, suppliers, service providers, and other collaborators and anyone working for or on behalf of Mycovia.

We’re driven to make a difference in patients’ lives by advancing treatments for under-addressed medical conditions.

Based in the Research Triangle of North Carolina, Mycovia is a late stage emerging biopharmaceutical company that embodies the community’s commitment to innovation in the life sciences. Mycovia is dedicated to recognizing and empowering those living with unmet medical needs by developing novel therapies to address overlooked conditions. We believe in treatment equality and supporting those who suffer from medical conditions that have not been addressed adequately.

Mycovia’s mission to effect positive change extends beyond the pursuit of therapeutic innovations. We are committed to make a meaningful impact both in our global community, with the development and commercialization of novel molecules, and in our local community, through our charitable initiatives and philanthropic efforts.

Core to Mycovia operations and integral to the achievement of the Mycovia mission are the following key values:

• Respect.
• Integrity.
• Perseverance.
• Innovation.
• Quality.
• Excellence.

Mycovia is dedicated to serving all of our stakeholders, including:

• Patients and caregivers.
• Medical and scientific professionals.
• Employees.
• Neighbors and community.
• Partners, suppliers and distributors.
• Shareholders and investors.

Mycovia requires employees and anyone working for or on behalf of Mycovia to conduct themselves in interactions with each other, clients, vendors, and all third parties with uncompromising honesty, and a commitment to the highest standards of corporate and personal integrity. Mycovia is strongly committed to the concept of good business citizenship. Mycovia’s reputation for integrity and excellence requires careful observance of the spirit and letter of all applicable laws and regulations, as well as a scrupulous regard for the highest standards of conduct and personal integrity.

Our teams owe a duty to Mycovia, and all of its stakeholders to act in a way that will merit the continued trust and confidence of the public. The use of good judgment, based on high ethical principles, will guide employees with respect to acceptable conduct. If a situation arises where it is difficult to determine the proper course of action, the matter should be discussed openly within the Mycovia organization, including with an immediate supervisor and, if necessary, with a member of Mycovia Senior Management or the Mycovia Compliance Committee.

Mycovia is subject to many rules and regulations designed to protect patients and consumers, improve the quality of medicines and healthcare services, and help eliminate fraud and improper influence on medical judgment. For this reason, Mycovia is committed to following the laws and regulatory requirements that govern our business. This commitment includes compliance with all applicable federal, state, and local laws, including, but not limited to the U.S. Federal Anti-kickback Statute, Foreign Corrupt Practices Act, Food Drug and Cosmetic Act, False Claims Act, and all material aspects of the PhRMA Code. Mycovia policies and procedures additionally promote the adherence to FDA guidance, PhRMA Guidelines, and the adoption of industry best practices, where applicable.

In addition, Mycovia expects its directors, officers, employees, and anyone acting on Mycovia’s behalf, to conduct business in accordance with the letter, spirit and intent of all relevant laws and to refrain from any illegal, dishonest or unethical conduct. Where laws and regulations may be ambiguous and difficult to interpret, Mycovia Senior Management, the Compliance Committee, or the Legal Department are available for consultation as necessary with respect to this policy and strict adherence to all laws and regulations.

In service to the Mycovia Mission, Mycovia employs consultants, contractors, suppliers, service providers, and other collaborators who work for or on behalf of Mycovia. These collaborators are expected to adhere to the principles of this Code. Mycovia may set standards and enforce expectations by thorough diligence in the selection of these collaborators, by contract, and by close supervision of collaborator performance. All collaborators are held to high standards and must comply with all applicable laws, adhering to industry best practices, where applicable. Mycovia’s business practices encourage the fair selection and evaluation of all suppliers, service, providers, and third party collaborators.

Compliance with this policy of business ethics and conduct is a responsibility Mycovia takes very seriously. If a person believes that either Mycovia, a Mycovia employee, or anyone acting for or on behalf of Mycovia has violated any applicable law or behaved unethically in the conduct of their business, such person should promptly report the facts of the incident or incidents, names of the individuals involved, and the names of any witnesses to a supervisor, Mycovia Senior Management, or the Compliance Committee. Additional reporting options are available through the MyCOMPASS Compliance and Ethics Reporting Hotline which can be reached in the following ways:

MyCOMPASS Compliance and Ethics Hotline

Website: www.lighthouse-services.com/mycovia

Toll-Free Telephone:
English speaking USA and Canada: 877-222-1142
Spanish speaking USA and Canada: 800-216-1288

E-mail: reports@lighthouse-services.com (must include the Mycovia company name with report)
Fax: 215-689-3885 (must include the Mycovia company name with report)

Mycovia will promptly, thoroughly and objectively investigate all claims and will take appropriate corrective action, which may include disciplinary action.

Disregarding or failing to comply with this standard of business ethics and conduct could lead to consequences. For employees, such consequences may include disciplinary action, up to and including possible termination of employment. For consultants, contractors, suppliers, service providers, and other collaborators and anyone working for or on behalf of Mycovia, such consequences may include the termination of the business relationship.

No adverse action will be taken against any person for reporting or opposing any form of unlawful conduct or for reporting a violation of this Code or any Mycovia Policy. Retaliation is generally defined as any kind of negative action that takes the form of punishment or creates a hostile, threatening, or uncomfortable environment. Specific examples include:

• Any material alteration in established workplace norms that may negatively impact an individual’s experience at work or the ability to fulfill his or her responsibilities.
• Exclusion of an employee from communications, discussions, or meetings.
• Refusal to provide necessary material, equipment, or information.
• Destruction of or interference with the employee’s personal property.
• Termination or retraction of benefits.
• Demotion.
• Reduction of compensation.
• Victimization.
• Unsatisfactory marks on a work performance evaluation.
• Exclusion from company events.
• Isolation of the employee in the workplace.
• Defamation of character.

This prohibition of retaliation applies to all official or unofficial reports made in good faith. The Company reserves the right to take disciplinary action against any employee or collaborator for retaliation. The Company also reserves the right to take action against any employee or collaborator for the repeated filing of false reports or unreasonable complaints or who have been proven, in reports or investigations, to have been intentionally lying, falsifying evidence, acting maliciously, or otherwise acting for personal benefit.

Mycovia does not discriminate against employees or applicants based on any protected characteristic under local, state or federal law, including race, color, religion, sex, sexual orientation, national origin, citizenship, veteran status, age, disability, or genetic information. All employees are responsible for supporting the concept of equal opportunity and diversity.

Mycovia respects the personal dignity of all individuals and requires all employees and collaborators to exhibit conduct free from discrimination, intimidation, coercion, libel, slander, harassment or threats of any kind. Employees are encouraged to report bullying, harassment and any form of unwelcome verbal, written, visual, physical or similar conduct that could create an intimidating, offensive, or hostile work environment.

A healthy work environment necessarily involves collaboration. Employees and collaborators are encouraged to engage and participate in discussions, sharing experience, facts, knowledge, opinion, and perspective. The honest expression of diverse ideas and opinions allows a team to expand its understanding of an issue and can offer innovative solutions in any problem-solving endeavor. For this reason, an environment of open and collegial exchange is integral to Mycovia’s success. In all such exchanges, all participants will be treated with dignity, empathy and respect.

Mycovia desires to avoid misunderstandings, complaints of favoritism, possible claims of sexual harassment and the employee morale and dissension problems that can result from certain personal relationships between employees or others working together for or on behalf of Mycovia.

Accordingly, romantic involvements in the workplace are discouraged. These personal relationships may create an actual conflict of interest, cause disruption, create a negative or unprofessional work environment, present problems regarding supervision, work performance, attitude, safety, security or morale, or cause other work-related problems. Relationships creating any of the above situations are prohibited. All employees should remember that Mycovia maintains a strict policy against unlawful harassment of any kind, including sexual harassment.

Personal or romantic involvement with a competitor, client, supplier or vendor may impair a person’s ability to exercise good judgment on behalf of Mycovia. Relationships of this type should be disclosed to a supervisor or Mycovia’s Senior Vice President, Finance and Administration. Mycovia will determine if an actual conflict of interest exists. If a conflict is determined to exist, Mycovia will take whatever corrective action it deems to be appropriate. An employee’s failure to disclose any of the relationships set forth in this policy may result in discipline, up to and including termination.

While Mycovia does not seek to interfere with off duty conduct, certain types of off duty conduct may interfere with Mycovia’s legitimate business interests.

Employees and other persons working for or on behalf of Mycovia are expected to conduct their personal affairs in a manner that does not adversely affect Mycovia’s integrity, reputation or credibility. Off duty conduct that adversely affects Mycovia’s legitimate business interests or the ability to meet expectations at Mycovia may result in discipline up to and including termination, subject to applicable law.

As a condition of employment, an employee may have signed an EMPLOYEE CONFIDENTIALITY, NON-COMPETITION AND INVENTION ASSIGNMENT AGREEMENT or other agreement and are bound to comply with its terms. Other parties working on behalf of Mycovia are bound to confidentiality provisions in agreements they have with Mycovia.

During employment at Mycovia or other work with the company, an employee or collaborator may have access to confidential and proprietary data, which is not known by competitors or within Mycovia’s field of business generally.

This information (hereinafter referred to as “Confidential Information”) includes, but is not limited to: data relating to Mycovia’s products, trade secrets, research and development efforts, market research, market data, commercial strategy and commercial programs; Mycovia’s products’ forecasts and product revenue, procedures and techniques; the criteria and formula used by Mycovia in pricing its products and services; the structure and pricing of special packages that Mycovia has negotiated; lists of customers and prospects; the identity, authority and responsibilities of key contacts at Company accounts; the peculiar risks inherent in their operations; sensitive details concerning the structure, conditions, and extent of their existing products and services; contract expiration dates; commission rates; service arrangements; proprietary software, web applications and analysis tools; other data showing the particularized requirements and preferences of the accounts; and all information relating to the operation of Mycovia’s business which Mycovia may from time to time designate as confidential or proprietary or that an employee reasonably knows should be, or has been, treated by Mycovia as confidential or proprietary. Confidential Information does not include any information that at the time of disclosure is generally known to, or readily ascertainable by, the public or that becomes known to the public through no fault Mycovia.

To protect Mycovia’s interest in this valuable asset, an employee or individual with access to Mycovia Confidential Information must (a) not use any such Confidential Information for his or her own personal benefit or for the benefit of any person or entity other than Mycovia, (b) use best efforts to limit access to such Confidential Information to those who have a need to know it for the business purposes of Mycovia, and (c) not disclose, nor permit to be disclosed, any Confidential Information, absent written consent and approval of Mycovia, except as required in the ordinary course of performing employment duties. In addition, employees and other collaborators should minimize those occasions on which such documents or information may be at risk of loss, damage, theft, misuse or misappropriation. On those occasions where it is necessary and consistent with the best interests of Mycovia and effective job performance to take Confidential Information outside the office, all appropriate precautionary and security measures should be taken to protect the confidentiality of the information.

All employees and others working for or on behalf of Mycovia have a duty to further Mycovia’s aims and goals, and to work on behalf of its best interest. Employees and collaborators are expected to use Mycovia property, opportunity or information only for Company purposes and should always make decisions that are in the best interest of Mycovia.

Employees and others working for or on behalf of Mycovia should not place themselves in a position where their actions or personal interests may be or appear to be in conflict with those of Mycovia. Conflicts of interest arise when personal, social, financial, or political interests are placed above the interests of Mycovia. Any involvement that conflicts with an employee’s duties or responsibilities or affects the employee’s judgment in making a decision affecting Mycovia will be considered a conflict of interest.

Examples include, but are not limited to: using any Company’s relationship or other Company asset for personal gain; acting on behalf of someone other than Mycovia in the performance of job functions; limiting or failing to execute the best solution for Mycovia for personal financial gain, ownership interests, or financial or contractual arrangements with partners, customers, or suppliers of Mycovia; and acting as director, officer, employee or otherwise for any business or institution which has a competitive or significant business relationship with Mycovia without the written approval of the Chief Executive Officer. The foregoing list of conflicts is not all inclusive, as conflicts of interests may arise in many other circumstances. The definition of conflict of interest includes any bias or the appearance of bias in a decision-making process that would reflect a dual role played by a member of the organization.

Employees should report to their supervisor any situation or position (including outside employment by an employee or any member of an employee’s immediate household) which may create a conflict of interest with Mycovia. Review of the situation in advance can protect employees and Mycovia from any appearance of self-dealing. Mycovia will cooperate to address any such conflict and to take any necessary corrective action.

Mycovia’s policy regarding research and education is designed to bolster the public trust in Mycovia and its principled partnerships with hospitals, universities, and researchers. All research and education programs are aimed at augmenting the knowledge and experience of physicians and other members of the research community, as well as facilitating continued advances in the prevention, diagnosis, and treatment of disease.

Mycovia clinical trials are planned and conducted in alignment with principles described in PhRMA’s Principles on Conduct of Clinical Trials and Communication of Clinical Trial Results, the Federal Food, Drug and Cosmetic Act and International Council for Harmonization of Technical Requirements for Pharmaceuticals for Human Use, including the protection of clinical trial participants, following good clinical practices, and assuring objectivity in research.
Where animal research is necessary, Mycovia is committed to their humane treatment. All studies involving animals shall be conducted according to good laboratory practices and with objectives to safeguard responsible and ethical research and protect the welfare of research animals.

Mycovia is committed to facilitating advances in the prevention, diagnosis, and treatment of disease. This commitment involves the accuracy of records and the public disclosure of clinical trial results to study participants as well as to physicians and other members of the scientific community. All Mycovia-supported research is intended to contribute to the broad scientific and medical body of knowledge and results will be published in accordance with Mycovia’s Policies. Study sites and investigators have been granted certain publication rights regarding site-level data and activities through contractual arrangements with Mycovia. Through its process related to Investigator Initiated Studies, Mycovia will individually consider additional requests for disclosure of consolidated clinical trial data. Data requested for bona fide research purposes shall be provided with the understanding that researchers and physicians retain and exercise independent professional and scientific judgement in any evaluation.

Mycovia is committed to ensuring our products are manufactured and supplied to high standards of quality, safety, and efficacy. Our commitment is supported by our robust quality management systems and with a strict focus on the integrity of our data.

Stewardship of the environment is a critical aspect of good corporate citizenship and an initiative that is well-aligned with Mycovia’s mission to effect positive change and promote health in our local and global communities. Mycovia will operate its facilities to meet all requirements of applicable law, including requirements related to environmental matters. The Company will work to meet industry best practices relating to environmental issues. Mycovia will make decisions with environmental impacts under consideration and will take steps towards sustainability where practicable.

Mycovia only collects, uses, shares, stores, or otherwise processes protected information according to applicable law, consistent with a person’s rights, and only with an appropriate basis. The Mycovia Privacy Policy is located at the following web address: https://mycovia.com/privacy.

All Mycovia communications are carefully planned in compliance with Mycovia Policies and in compliance with applicable law. Only those who are specifically designated will speak as a company representative. Employees and collaborators may “like” or “share” Mycovia media content, but must do so without additional commentary unless specifically authorized. All external media inquiries should be referred to the Corporate Affairs Department.

All sales and marketing activities shall be performed with the goal for patients to make informed, individual health decisions in collaboration with their healthcare practitioner. Mycovia and teams working for or on behalf of Mycovia will adhere to all applicable laws and best practices, including the Food Drug and Cosmetic Act, False Claims Act, and salient principles of the PhRMA Code.

During the course of employment with Mycovia, an employee or other individual working for or on behalf of Mycovia will be provided with and will generate correspondence, memoranda, studies, literature, reports, summaries, manuals, proposals, contracts, customer lists, prospect lists, and other documents and data concerning the business of Mycovia. All such records and data, whether maintained on paper or in other hard copy or on a computer or other medium, are the property of Mycovia, regardless of whether such records contain Confidential Information. Upon termination of the employment or other relationship, all such records must be returned to Mycovia and employees or others working for or on behalf of Mycovia may not retain any copy of such records or make any notes regarding such records. Mycovia reserves the right to search for such information and property in personal items on company premises such as vehicles, purses, briefcases, etc., where consistent with legitimate business purposes and permitted by applicable law. Employees should not have any general or specific expectation of privacy in the workplace of Mycovia, either on the premises of Mycovia or while on duty.

Any employee who improperly uses or discloses trade secrets or confidential business information (including but not limited to any employee who violates the terms of an employment agreement or confidentiality agreement) will be subject to disciplinary action, up to and including possible termination of employment and legal action.

It is Mycovia policy that all Company assets, including but not limited to, funds, materials, equipment, and services (such as telephones, fax machines, computers, internet access and email), facilities, know-how and personnel be used only for legitimate Mycovia business.

Employees and others working for or on behalf of Mycovia may not:

• Use or divert Mycovia property (facilities, equipment, supplies or time), or the services of any Mycovia personnel, for his or her own advantage or benefit or for improper purposes.
• Use corporate letterhead for matters not directly related to Mycovia business.
• Conduct any work unrelated to Mycovia, including work related to political or charitable activities, at a Mycovia facility or using Mycovia assets and resources.
• Damage or destroy Mycovia property through careless or willful actions.
• Engage in any communications that may be considered illegal, offensive, defamatory, harassing, obscene, vulgar, or otherwise disruptive to normal business activity.
• Visit inappropriate or unauthorized internet sites.
• Disseminate copyrighted or licensed materials or confidential and proprietary information.
• Install hardware or software without appropriate authorization.

During the course of employment or other working relationship with Mycovia, an employee or other person working for or on behalf of Mycovia, may come across material non-public information of Mycovia or of its customers, partners, or collaborators that could have significant bearing on the valuation of the organization in public or private markets. Such information may include, but is not limited to, non-public information about a company’s financial situation, regulatory status, development programs, clinical developments, study results, management changes, potential mergers and acquisitions, litigation, or award or loss of a significant grant or contract.

With regard to organizations that are traded publicly, a person may not buy or sell securities of such organization while being aware of material non-public information. Furthermore, employees may not provide such information about any company to others (provide “tips”) so that any profit may be gained based on knowledge of material non-public information.

Mycovia uses only lawful practices involving payments to customers, healthcare practitioners, political parties, officials, candidates or governmental authorities. As a result, kickbacks and bribes offered with the intent of inducing or rewarding specific buying decisions or actions are strictly prohibited. No Company employee and no other person working for or on behalf of Mycovia may make, offer to make or accept direct or indirect payments of value in the form of compensation, gifts or contributions to any of the following:

• Persons or firms employed by or acting on behalf of an organization (private or governmental) for the purpose of rewarding favorable actions in a transaction.
• Any governmental officials, political parties or officials of a party or candidate for political office, for the purpose of rewarding favorable actions or influence of the official, party or candidate.
• Any healthcare practitioner in contravention to the guidance of the PhRMA Code or for the purpose of exercising influence over such practitioner’s medical judgement or for providing any improper incentive.
• Any recipient whose independence and objectivity might be suspected of improper influence.

In addition, employees may not directly or indirectly solicit or accept improper incentives from third parties in an attempt to influence Mycovia’s actions in favor of such third party.

These restrictions apply to money, services, gifts, goods or favors and are not applicable to ordinary and reasonable business expenses. Employees and others working for or on behalf of Mycovia should exercise sound judgment and discretion, and in all cases, abide by all Mycovia Policies, with regard to these expenses.

Antitrust laws are relevant to many business decisions, and those who engage in illegal actions in violation of such laws are subject to fines and imprisonment. Management will help guide employees in abiding by antitrust decrees applicable to Mycovia. Mycovia intends to comply with all U.S. antitrust laws applicable to normal business operations and will hold employees and collaborators responsible for abiding by these laws as well. In compliance with Section I of the Sherman Antitrust Act:

• No employee may enter into an agreement (express or implied, formal or informal, written or oral) with any competitor restricting any of the following conditions:
  • Prices.
  • Costs.
  • Profits.
  • Specific offerings of products and services.
  • Terms of sale conditions.
  • Production or sales volume.
  • Production capacity.
  • Market share.
  • Quote decisions.
  • Customer selection.
  • Sales territories.
  • Distribution methodology.
• No employee and no person acting for or on behalf of Mycovia may enter into an agreement with a purchaser or lessee restricting the right of the purchaser or lessee to determine the price to resell or lease the product in question. Mycovia may also not enter in such agreements when Mycovia is the purchaser or lessee in the agreement.

The following situations may be in violation of antitrust laws under certain circumstances. Employees may not enter into these agreements without consulting Mycovia’s legal counsel in advance and obtaining clearance to enter into such agreements:

• Agreements with customers or suppliers regarding the sales or purchases of reciprocal purchases or sales by customers or suppliers.
• Agreements with purchasers or lessees of products of Mycovia that would restrict customers from using or reselling products as they choose to do so.
• Agreements with any party that would restrict all parties involved to manufacture a product or provide a service to a third party.

In addition to the above, certain communication with competitors may constitute an infringement of antitrust laws, specifically if the communication is accompanied by some action. The prohibitions of this policy are intended to avoid antitrust infringements. Under this policy, to remain compliant with Section I of the Sherman Antitrust Act, no employee or anyone working for or on behalf of Mycovia, may discuss information on any subject with a competitor or another third party acting on behalf of a competitor unless Mycovia’s CEO or legal counsel determines that the communication would not violate antitrust laws.

When participating in trade associations and other meetings with competitors, employees may not conduct or attend:

• Unauthorized communications or meetings with a competitor.
• Meetings where the communication with competitors is in violation of the paragraph above.
• Meetings for trade associations held to discuss business without adhering to the formal rules established by the trade association for its meetings.

Employees and others working for or on behalf of Mycovia, must recognize that participating in development and product certification events impacting competitors or suppliers may give rise to antitrust violations. Consult with Mycovia’s legal counsel before attending any event that may develop standards or certify products with competitors.

Mycovia respects an individual’s right to make political contributions and engage in political activities of their choosing. While there are various states that allow corporate contributions to political parties and candidates, many laws prohibit or otherwise regulate corporate cash or in-kind political contributions. Mycovia will not contribute to any political party or candidate for political office in violation of applicable law.

Employee or collaborator violations of this Code or other company policy will be managed as a collaboration amongst Mycovia leadership, the employee’s supervisor, the Compliance Committee, and the Human Resources Department, as applicable. An employee or collaborator may be cited for violations and required to participate in training or re-training as well as other corrective actions. In certain circumstances, compliance violations may be of such severity as to result in suspension of employment responsibilities or termination of employment or business arrangement. Violation of applicable law may additionally result in civil or criminal penalties assessed against the individual.

The summary below identifies certain responsibilities regarding this Code. This summary is not exhaustive, and employees and supervisors are required to follow all aspects of Code, including those NOT specifically identified below.

• Mycovia Senior Management
  Responsibility for enforcement of the Code is shared by Mycovia Senior Management, and all supervisors are accountable for implementing the Code in their departments. For Employees under their direction, supervisors have a responsibility to:
  • Ensure current and newly hired employees participate in education and training regarding the Code, Policies, and SOPs applicable to their particular functions.
  • Ensure their departments operate in accordance with the Code.
  • Maintain a workplace environment that encourages open communication to resolve concerns relating to compliance issues.
• Employees and Collaborators
  Employees and collaborators must familiarize themselves with the Code, and all required Policies and SOPs specific to their function. Employees and anyone acting on Mycovia’s behalf are expected to know and understand the specific laws, regulations, and guidance that apply to their day-to-day activities and have the responsibility to, at all times:
  • Act in accordance with this Code, in support of the Mycovia mission, and in alignment with company values as defined herein.
  • Supervise consultants, contractors, suppliers, and service providers with reference to their compliance with this Code.
  • Report any violations of this Code to his or her supervisor, Mycovia Senior Management, or the Compliance Committee.