Code of Conduct and Business Ethics
I. Lawful and Ethical Behavior is Required at All Times
OPKO Health, Inc.’s (“OPKO”, the “Company”) mission is to develop and deliver innovative products and services that save and sustain lives and, in doing so, become a good corporate citizen of the communities in which the Company operates. To achieve this goal and to allow OPKO to maintain the trust of its stakeholders and provide sustainability to its business, the Company expects that OPKO and each of its subsidiaries, and their respective directors, officers, employees, contractors, and agents (each, a “Covered Person”) will obey all applicable laws and regulations, as well as all Company codes, policies, procedures and directives. OPKO and Covered Persons must obey not only the letter, but also the spirit of the law.
The Code of Business Conduct & Ethics (“Code of Conduct”) discusses in general obligations with respect to certain laws that directly affect the way OPKO does business, such as those covering the manufacture, marketing and sale of pharmaceutical and device products, provision of medical and laboratory services, environmental laws, antitrust laws, anti-corruption laws and regulations, laws relating to OPKO stock and stock options, and those governing the Company’s relationship with Covered Persons and OPKO customers, business partners, and competitors. The Code of Conduct is not comprehensive and OPKO’s commitment is to comply with ALL laws and regulations that apply to the Company and Covered Persons. Consequently, where a particular law or regulation imposes standards that are stricter than the ones contained in this Code of Conduct, OPKO’s intent is to follow such stricter standards.
A critical aspect of being a good corporate citizen is to promote high standards by conducting affairs in a clearly ethical manner. Even the appearance of ethical impropriety is to be avoided. Integrity is, and must continue to be, the basis of all OPKO corporate relationships.
This Code of Conduct, and all corporate codes and policies have been established in the firm belief that it is both right and in the best interest of the Company to act in accordance with them. The corporate policies that are outlined here should be understood and followed by all Covered Persons.
Violation of these policies could, in many instances, subject OPKO and the individuals involved to criminal or civil actions, fines, and lawsuits for damages. Also, violation of these policies could subject a director, officer, employee, and agent to discipline up to and including termination of employment or other relationship with OPKO. Employees can obtain advice concerning this Code of Conduct and all other corporate codes and policies from their immediate supervisor, from the Chief Compliance Officer, from a member of the Legal Department, or directly from one of the Company’s executive officers. On doubtful questions, Covered Persons should seek and receive advice in advance of taking action.
II. Avoid Conflicts of Interest
OPKO Health, Inc.’s mission is to develop and deliver innovative products and services that save and sustain lives and, in doing so, become a good corporate citizen of the communities in which the Company operates. To achieve this goal and to allow OPKO to maintain the trust of its stake- holders and provide sustainability to its business, the Company expects that OPKO and each of its subsidiaries, and their respective directors, officers, employees, contractors, and agents (each, a “Covered Person”) will obey all applicable laws and regulations, as well as all Company codes, policies, procedures and directives. OPKO and Covered Persons must obey not only the letter, but also the spirit of the law.
The Code of Business Conduct & Ethics (“Code of Conduct”) discusses in general obligations with respect to certain laws that directly affect the way OPKO does business, such as those covering the manufacture, marketing and sale of pharmaceutical and device products, provision of medical and laboratory services, environmental laws, antitrust laws, anti-corruption laws and regulations, laws relating to OPKO stock and stock options, and those governing the Company’s relationship with Covered Persons and OPKO customers, business partners, and competitors. The Code of Conduct is not comprehensive and OPKO’s commitment is to comply with ALL laws and regulations that apply to the Company and Covered Persons. Consequently, where a particular law or regulation imposes standards that are stricter than the ones contained in this Code of Conduct, OPKO’s intent is to follow such stricter standards.
A critical aspect of being a good corporate citizen is to promote high standards by conducting affairs in a clearly ethical manner. Even the appearance of ethical impropriety is to be avoided. Integrity is, and must continue to be, the basis of all OPKO corporate relationships.
This Code of Conduct, and all corporate codes and policies have been established in the firm belief that it is both right and in the best interest of the Company to act in accordance with them. The corporate policies that are outlined here should be understood and followed by all Covered Persons.
Violation of these policies could, in many instances, subject OPKO and the individuals involved to criminal or civil actions, fines, and lawsuits for damages. Also, violation of these policies could subject a director, officer, employee, and agent to discipline up to and including termination of employment or other relationship with OPKO. Employees can obtain advice concerning this Code of Conduct and all other corporate codes and policies from their immediate supervisor, from the Chief Compliance Officer, from a member of the Legal Department, or directly from one of the Company’s executive officers. On doubtful questions, Covered Persons should seek and receive advice in advance of taking action.
III. Do Not Usurp Corporate Opportunities
Covered Persons are prohibited from (a) taking for themselves personally opportunities that are discovered through the use of Company property, information or position; (b) using Company property, information, or position for personal gain; and (c) competing with the Company. Employees, officers and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.
IV. Maintain Confidentiality
Covered Persons must maintain the confidentiality of information entrusted to them by the Company or its customers, except when disclosure is authorized or legally mandated. Confidential information includes all non-public information that might be of use to competitors, or harmful to the company or its customers, if disclosed. If a Covered Person is not unequivocally certain that particular information is not confidential, he or she must treat it as confidential.
V. Do Not Use Inside Information
OPKO’s insider trading policy forbids its directors, officers, and employees from using for personal advantage information that they acquire during the course of their relationship with the Company that has not been publicly disclosed (“inside information”). This information could be used for personal advantage in a number of ways. One way is associated with trading in OPKO stock or listed options.
The trading of OPKO stock or listed options in the market by directors, officers and employees based upon material inside information, or by others, who have acquired inside information from such persons, is forbidden. Such trading, in addition to raising obvious ethical considerations, subjects the user of such information to legal risks and could prove embarrassing to the individual and to the Company. All directors, officers and employees must exercise caution not to disclose inside information to outsiders, either intentionally or inadvertently, under any circumstances, whether at meetings held as part of the business day or at informal after-hours discussions.
Even after information has been publicly disclosed through appropriate channels, a reasonable time should be allowed to pass before trading in OPKO stock or listed options to allow for public dissemination and evaluation of the information. Directors, officers and employees shall refer to the Insider Trading and Pre-Clearance and Blackout Policy for more information.
In addition to the above, none Covered Person should buy or sell securities in any other company about which he or she has material inside information obtained in the performance of his or her duties at OPKO.
Because it is often difficult to determine whether the standards described above have been satisfied, to prevent inadvertent violation of the Company’s policy or of the securities laws, directors, officers, and employees who have questions should consult with the Legal Department prior to engaging in any transaction involving OPKO stock, listed options or stock options.
VI. Preserve the Company’s Assets
Covered Persons should protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability. All Company assets should be used for legitimate business purposes.
VII. Safeguard the Company’s Proprietary Information
In addition to preserving and not misusing the tangible assets and resources of the Company, each Covered Person must also protect the Company’s intellectual property. Such property includes scientific and technical knowledge, know-how, and the experience developed in the course of the Company’s activities, including information OPKO develops in research, production, marketing, sales, legal, and finance. Such information is a vital asset of the Company, essential to our continued success.
This information is highly confidential. It should be protected by all Covered Persons and not disclosed to outsiders. Its loss through inadvertent or improper disclosure could be harmful to the Company. Employees are required to sign agreements reminding them of their obligation not to disclose the Company’s confidential information, both while they are employed and after they leave the Company.
The loyalty, integrity, and sound judgment of OPKO directors, officers, and employees both on and off the job are essential to the protection of the Company’s proprietary information. If any Covered Person becomes aware at any time and by any means, that the Company’s proprietary information has been lost or otherwise compromised, they must immediately contact the Chief Compliance Officer or the Legal Department so that appropriate action may be taken to protect the Company.
VIII. Maintain Good Community Relations
OPKO has a commitment to function as a good corporate citizen. OPKO recognizes that constructive and transparent interaction with society and a positive relationship with host communities are important to achieving the Company’s goals of saving and sustaining lives and becoming an outstanding corporate citizen. These goals are achieved by conducting business, whenever possible, so as to contribute to the overall economic vitality of the host community; by operating facilities in accordance with applicable laws; and by supporting and encouraging public policies and initiatives that enhance the proper operation of the business and take into account legitimate employee and community interests.
Each director, officer, and employee is a representative of the Company in the community, in which he or she lives and works. Directors, officers, and employees should therefore act in a manner, which enhances the Company’s relationships with the communities in which it does business.
IX. Maintain Good Employee Relations
It is OPKO’s policy to treat applicants and employees without regard to race, color, religion, sex, sexual orientation, age, national origin, handicap, or veteran status; to provide challenging opportunities for individual growth and advancement; to ensure open communication throughout the organization in order to resolve problems or complaints; to strive to protect its employees’ health and safety; to provide a work environment free from harassment; and to comply with all laws relating to employees. Any violations of this policy should be reported to the Vice President, Human Resources. All reported complaints will be confidentially investigated and resolved.
Individual managers and supervisory personnel have direct responsibility for implementing this policy. However, the support of all OPKO employees is essential to this policy’s successful implementation.