The Ethical Code

THE VOLUNTARY ETHICAL CODE

THE VOLUNTARY ETHICAL CODE represents an important instrument in developing the principles which inspire the activities of a business and constitute a document in which the values which characterize a company are officially defined. All those subjects who interact with the said company are expected to adhere to, and behave in accordance with this code. In general, and in the private sphere, the Voluntary Ethical Code represents guidelines indicating the values of a company, in which the characteristics of the company are identified and the objectives are defined in such a way as to lay down a “ written charter” of the said company. A company ethical code is a document which is drawn up and adopted on a voluntary basis within the business environment. It is an efficient means through which the company can prevent irresponsible and illegal behaviour by those parties who operate in the name of the company and for the company; it introduces a clear and explicit definition of the ethical and social responsibility of those who are involved in company activities, including suppliers. It can also be considered a strong motivational factor for compliance with quality rules and can stimulate corrective actions with the aim of improving the relations with the different companies which work with the business in question.

SCOPE OF AND PARTIES TO THE AGREEMENT.

The aim of this ethical code is to establish in a clear and unequivocal way, the principles which all those people working in the company must adhere to. This includes all employees, with no exceptions, collaborators, and whosoever engages in business with the company, either directly or indirectly, permanent and temporary staff, that is to say, everyone who works to further the objectives of the company (eg, clients, commercial partners, suppliers and consultants) all of the afore named shall be considered as “parties” All business activities of the company are geared towards a rigorous respect for the principles of legality, impartiality, fairness, transparency, confidentiality, diligence, loyalty and good faith. The parties must be made aware of the contents of the Ethical Code and the staff of the company is required to contribute actively and in a direct manner towards a scrupulous adherence of the same code. All actions, operations, negotiations and, in general, all activities carried out by staff and collaborators of the company, must comply with the rules of correct management, transparency, completeness and veracity of information. In particular , all employees are required to: observe in a diligent manner the provisions of the Ethical Code, and refrain from any form of behaviour which violates it, and also to inform those third parties who work with the company of the ethical rules which make up the Ethical Code. The Company commits itself to applying, in a coherent, impartial and uniform way, sanctions proportionate to any violations which may incur, and in any case, in conformity to current provisions relating to labour regulations and to applicable national collective work contracts.

ETHICAL PRINCIPLES

The Company is based on the following ethical principles in order to reach its business objectives.

Legality

Impartiality

Transparency

Loyalty and good faith

Value of people and human resources.

Confidentiality and safeguarding of privacy.

Prevention of conflicts of interest

Safeguarding competition

Prevention of corruption

Safeguarding of intellectual property.

Correct management of sponsorship

Approval of Ethical Code

2.1 Legality

The conduct of parties, with respect to professional actions carried out for the Company, must be marked by the most rigorous respect for applicable norms, and are based on loyalty, honesty and transparency.

The Company does not promote, nor does it enter into relations with those organizations, associations or movements which pursue, either directly or indirectly, objectives forbidden by law.

2.2 Impartiality

The parties must operate with impartiality , and in the interests of the company, in the management of all business activities and in all the decision making of the company. Decision making must be done in an independent and transparent way, according to neutral and objective evaluation. This will include the selection and management of staff, selection and management of suppliers, etc.

2.3 Transparency and fairness

Business activities, operations and negotiations are based on maximum transparency, fairness and reliability. In particular, every action, operation or transaction must be registered correctly in the company accounting system, according to the criteria laid down by law and applicable accounting principles; moreover they must always be authorized and prove to be verifiable, legitimate, coherent and congruous. In order that all accounting documents adhere to the principles of veracity, completeness and transparency from the moment of their registration, it is necessary that a complete documentation of every single operation is conserved in the acts of the Company. In addition, it is necessary to ensure that such documentation is easily accessible and filed according to certain criteria. In their business management the parties are held accountable for provision of transparent, true, complete and accurate information, and should refrain from the spreading of false information.

2.4 Loyalty and Good Faith

Loyalty and good faith are required in the conduct of business which is based on respect and reciprocal collaboration, in addition of course, to the adherence to contractual obligations and the provision of professional services. No collaborator may make improper use, nor reap personal benefit from the Company or allow others to do so. The use of working tools is limited to company objectives.

2.5 Personal Value and Human Resources.

Human resources represent a fundamental value and are important for company development. The Company protects personal value. In this light, it will not consent any form of discriminatory or intimidating behaviour, including any form of harassment/ personal or sexual. The Company is committed to guaranteeing a working environment in which no toleration is granted to any form of discrimination based on grounds of age, sex, sexual orientation, race, language, nationality, political opinions, trade union membership, religion or other personal characteristics unrelated to work issues. The Company adopts criteria based on merit and an evaluation of the capacity, competences and potential of each single individual in its selection procedure and personnel management. The Company guarantees equal opportunities, and is committed to a management style which is exercised with fairness, avoiding all forms of abuse. Each single individual is required to contribute towards the promotion of, and the adhering to: the Ethical Code, a safe working environment which is conducive towards a favourable working climate as far as interpersonal and professional relations are concerned. This includes the respect for personal dignity and liberty in a spirit of equality and reciprocal fairness. Moreover, the Company invites all its employees to refrain from any form of behaviour which may compromise the trust between the various parties and which may lead to a criminal offence.

2.6 Confidentiality and protection of privacy.

Pharma Niche Products s.r.l. recognises confidentiality which is essential for all company behaviour. The Company, therefore, guarantees confidentiality of information in its possession and refrains from making use of confidential data, except in those cases where express consent is given, and only in accordance with the most rigorous adherence to current legislation relating to protection of personal data. The Company data bank may contain personal data, data which cannot be divulged due to business agreements and data which may be sensitive for the company, the divulging of which may be damaging to company interests. For these reasons the Company will act to protect such information in the respect of the various norms and regulations laid down by the Data Protection Authority. The passing on to third parties of information may take place- for work reasons- only where express consent has been given, and only in conformity to existing provisions and in accordance with the principles of equality and information concurrency. In the divulgence of reserved information to third parties the reserved nature of the information must be declared and the third parties in turn are required to respect the principle of confidentiality. All the information gathered by the company related to business activities and /or collaboration is the property of the Company. The need for confidentiality relating to acquired reserved information is also required from those parties with whom the Company engages in business, through contract clauses and through the signing of Confidentiality Agreements. No employee is permitted to reap benefit, in any way, either directly or indirectly, personally or financially from an improper use of reserved data, nor is he or she permitted to divulge this information to third parties.

2.7 Prevention of Conflict of Interest.

In the carrying out of their business activities, the parties must avoid situations in which the subjects involved in transactions are acting in , or appear to be acting in conflict of interest. By conflict of interest we mean those cases in which the parties pursue an objective which is in contrast to the aim of the Company or engages in activities which can interfere with his/her ability to take decisions which are to the exclusive interests of the said Company.

2.8 Safeguarding of Competition.

The Company respects the norms which regulate competition and does not engage in deceptive behaviour or any other type of behaviour which may constitute unfair competition.

2.9 Prevention of corruption

Parties must guarantee quality services with respect to the business relations that they conduct with the Company. They must guarantee against corruption and guarantee the respect of constitutional duties of diligence, loyalty and impartiality. The Company has a commitment towards the respect for all norms and provisions, both in national and international terms, related to corruption.

2.10 Safeguarding of Intellectual Property

The Company guarantees legal compliance in terms of internal norms, EU norms and international norms with respect to the safeguarding of intellectual and industrial property. Parties promote a fair use of brands, distinctive signs and all work of a creative character, including programmes for data development and data banks for whatever aim and in whatever form, to safeguard property and moral copyright . The Company forbids conduct which is in contrast to the following principles: the improper use of brands, distinctive signs and other patents which have been registered with respect to internal or international norms, the reproduction or diffusion, in any form and without respect for the law, of intellectual work of others, in the absence of written formal contracts, for economic exploitation or in violation of conditions provided for by agreement.

2.11 Sponsorship

Sponsorship and donations must relate to activities which have social value: solidarity, charitable organizations, the environment, culture, social integrations and art.

2.11 Approval of ethical code and relative amendments

This ethical code is approved by the Administrative Council of Pharma Niche Products, s.r.l. Any amendments will be subject to the Administrative Board of Directors for approval.