Code of Conduct | Oceana Therapeutics

CODE OF BUSINESS CONDUCT AND ETHICS

Introduction

Oceana Therapeutics is committed to maintaining the highest standards of business conduct and ethics. This Code of Business Conduct and Ethics (the "Code") reflects the business practices and principles of behavior that support this commitment. Oceana Therapeutics expects every employee, officer and director to understand the Code and its application to the performance of his or her business responsibilities. Supervisors are also expected to ensure that all agents and contractors conform to Code standards when working for or on behalf of Oceana Therapeutics, Inc. (the "Company"). It is the responsibility of each employee to apply common sense, together with his or her own highest personal ethical standards, in making business decisions where there is no stated guideline in the Code.

1. Honest and Ethical Conduct

It is the policy of the Company to promote high standards of integrity by conducting our affairs in an honest and ethical manner.

2. Legal Compliance

Obeying the law, both in letter and in spirit, is the foundation of this Code. Disregard of the law will not be tolerated. The Company’s success depends upon each employee's operating within legal guidelines. Oceana Therapeutics expects employees to understand the legal and regulatory requirements applicable to their business units and areas of responsibility.

Violation of domestic or foreign laws, rules and regulations may subject an individual, as well as the Company, to civil and/or criminal penalties. Employees should be aware that conduct and records, including emails, are subject to internal and external audits, and to discovery by third parties in the event of a government investigation or civil litigation.

3. Conflicts of Interest

Oceana Therapeutics respects the rights of employees to manage their personal affairs and investments and does not wish to impinge on their personal lives. At the same time, employees should avoid conflicts of interest that occur when their personal interests may interfere in any way with the performance of their duties or the best interests of the Company. Factors that may be considered in evaluating a potential conflict of interest are, among others:

Whether it may interfere with the employee's job performance, responsibilities or morale;
Whether the employee has access to confidential information;
Whether it may interfere with the job performance, responsibilities or morale of others within the organization;
Any potential adverse or beneficial impact on the Company's business;
Any potential adverse or beneficial impact on the Company's relationships with customers or suppliers or other service providers;
Whether it would enhance or support a competitor's position;
The extent to which it would result in financial or other benefit (direct or indirect) to the employee;
The extent to which it would result in financial or other benefit (direct or indirect) to one of the Company’s customers, suppliers, or other service providers; and
The extent to which it would appear improper to an outside observer.

4. Protection and Proper Use of Company Assets

All employees are expected to protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s financial condition and results of operations. The Company’s property, such as office supplies, computer equipment, laboratory supplies and office, manufacturing or laboratory space, is expected to be used only for legitimate business purposes, although incidental personal use may be permitted. Employees may not, however, use the Company's corporate name, any brand name or trademark owned or associated with the Company or any letterhead stationery for any personal purpose. Employees may not, while acting on behalf of the Company or while using the Company's computing or communications equipment or facilities, either:

Access the internal computer system (also known as "hacking") or other resource of another entity without express written authorization from the entity responsible for operating that resource; or
Commit any unlawful or illegal act, including harassment, libel, fraud, sending of unsolicited bulk email (also known as "spam") in violation of applicable law, trafficking in contraband of any kind, or espionage.

All data residing on or transmitted through the Company's computing and communications facilities, including email and word processing documents, is the property of the Company and subject to inspection, retention and review by the Company, with or without an employee's or third party's knowledge, consent or approval, in accordance with applicable law. Any misuse or suspected misuse of our assets must be immediately reported to any supervisor.

5. Confidentiality

One of our most important assets is the Company’s confidential information. Employees may learn of information about the Company that is confidential and proprietary. Employees also may learn of information before that information is released to the general public. Employees who have received or have access to confidential information should take care to keep this information confidential. Confidential information includes non-public information that might be of use to competitors or harmful to the Company or its customers if disclosed, such as business, marketing and service plans, financial information, product architecture, source codes, scientific data, engineering and manufacturing ideas, designs, databases, customer lists, pricing strategies, personnel data, personally identifiable information pertaining to the Company's employees, customers or other individuals (including, for example, names, addresses, telephone numbers and social security numbers), and similar types of information provided to the Company by its customers, suppliers and partners. This information may be protected by patent, trademark, copyright and trade secret laws.

Employees should also take care not to inadvertently disclose confidential information. Materials that contain confidential information, such as memos, notebooks, computer disks and laptop computers, should be stored securely.

6. Media/Public Discussions

It is the Company's policy to disclose material information concerning the Company to the public only through specific limited channels to avoid inappropriate publicity and to ensure that all those with an interest in the Company will have equal access to information. Employees may not provide any information to the media about us off the record, for background, confidentially or secretly.

Clarifying Questions and Concerns; Reporting Possible Violations

If an employee encounters a situation or is considering a course of action and its appropriateness in unclear, discuss the matter promptly with a supervisor of choice; even the appearance of impropriety can be very damaging and should be avoided.

If any investigation indicates that a violation of the Code has probably occurred, the Company will take such action believed to be appropriate under the circumstances. If the Company determines that an employee is responsible for a Code violation, he or she will be subject to disciplinary action up to, and including, termination of employment and, in appropriate cases, civil legal action or referral for regulatory or criminal prosecution. Appropriate action may also be taken to deter any future Code violations.

7. Reporting/Investigation Procedures

Any employee who reasonably believes that there has been a material violation of this Code should report it immediately to the Company's General Counsel and Compliance Officer, Steven Bosacki at Steven.Bosacki@oceanathera.com or (732) 318-3811. The Compliance Committee will promptly investigate the matter. The investigation will be handled discreetly and appropriately, and the information will be disclosed to others only on a need to know basis and as required by law. There will be no adverse action taken against employees who report violations of the Code or who participate in the investigation. If the investigation leads to a conclusion that a material violation of the Code has occurred, the Company will take appropriate corrective action, which may include removal from a position as director or officer and dismissal as an employee of the Company.

The Company recognizes the potentially serious impact of a false accusation. Employees are expected as part of the ethical standards required by this Code to act responsibly in making complaints. Making a complaint without a good faith basis is itself an ethical violation. Any employee who makes a complaint in bad faith will be subject to appropriate corrective action, including dismissal.

Sanctions

Violations of this Code of Conduct may be the basis for employment action up to and including termination of employment and may result in personal legal liability (civil and/or criminal) for any offender.