VIDA GLOBAL INC.
CODE OF BUSINESS CONDUCT AND ETHICS
It is the general policy of VIDA Global Inc. (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. This Code of Business Conduct and Ethics (this “Code”)
reflects the business practices and principles of behavior that support this commitment. We
expect every employee, officer and director to read and understand this Code and its application
to the performance of his or her business responsibilities. References in this Code to employees
are intended to cover officers and, as applicable, directors.
This Code cannot possibly describe every practice or principle related to honest and
ethical conduct. This Code addresses conduct that is particularly important to proper dealings
with the people and entities with whom we interact but reflects only a part of our commitment.
From time to time, we may adopt additional policies and procedures with which our employees,
officers and directors are expected to comply, if applicable to them. However, it is the
responsibility of each employee or director, as the case may be, 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 this Code.
You should not hesitate to ask your supervisor or the Chief Financial Officer questions
about whether any conduct may violate this Code, voice concerns, or clarify gray areas. In
addition, you should be alert to possible violations of this Code by others and report suspected
violations, without fear of any form of retaliation. Violations of this Code will not be tolerated.
Any employee who violates the standards in this Code may be subject to disciplinary action,
which, depending on the nature of the violation and the history of the employee, may range from
a warning or reprimand up to and including termination of employment and, in appropriate cases,
civil legal action or referral for regulatory or criminal prosecution.
I. 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.
I. LEGAL COMPLIANCE
Obeying the law, both in letter and in spirit, is the foundation of this Code. Our success
depends upon each employee’s operating within legal guidelines and cooperating with local,
national and international authorities. We expect employees to understand the legal and
regulatory requirements applicable to their business units and areas of responsibility and to
comply with the relevant laws, rules and regulations associated with their employment, including
laws prohibiting insider trading (which are discussed in further detail below). While we do not
expect you to memorize every detail of these laws, rules and regulations, we want you to be able
to determine when to seek advice from others. If you do have a question in the area of legal
compliance, it is important that you not hesitate to seek answers from your supervisor or the
Chief Financial Officer.
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II. INSIDER TRADING
Employees who have access to confidential (or “inside”) information are not permitted to
use or share that information for stock trading purposes or for any other purpose except to
conduct our business. All nonpublic information about the Company or about companies with
which we do business is considered confidential information. To use material non-public
information in connection with buying or selling securities, including “tipping” others who might
make an investment decision on the basis of this information, is not only unethical, but also
illegal. Employees must exercise the utmost care when handling material non-public
information.
We have adopted a separate Company Policy on Insider Trading with which you will be
expected to comply as a condition of your employment with the Company. You should consult
our Company Policy on Insider Trading for more specific information.
III. RESEARCH AND DEVELOPMENT; REGULATORY COMPLIANCE
The research and development of our products is subject to a number of legal and
regulatory requirements, including standards related to ethical and compliant sourcing and use of
data, research procedures and scientific conduct. We expect employees to comply with all such
requirements.
IV. ENVIRONMENTAL COMPLIANCE
Federal law imposes criminal liability on any person or company that contaminates the
environment with any hazardous substance that could cause injury to the community or
environment. Violation of environmental laws can involve monetary fines and imprisonment.
We expect employees to comply with all applicable environmental laws.
V. CONFLICTS OF INTEREST
We respect the rights of our employees to manage their personal affairs and investments
and do 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 or appear to interfere in
any way with the performance of their duties or the best interests of the Company. A “conflict of
interest” occurs when the private interest of an employee interferes in any way, or appears to
interfere, with the interests of the Company as a whole. Conflicts of interest also arise when an
employee or a member of his or her family receives improper personal benefits as a result of his
or her position with the Company. We expect our employees to be free from influences that
conflict with the best interests of the Company or might deprive the Company of their undivided
loyalty in business dealings. Even the appearance of a conflict of interest where none actually
exists can be damaging and should be avoided. Whether or not a conflict of interest exists or
will exist can be unclear. Conflicts of interest are prohibited unless specifically authorized as
described below.
If you have any questions about a potential conflict or if you become aware of an actual
or potential conflict, and you are not an officer or director of the Company, you must discuss the
matter with your supervisor or the Chief Financial Officer. Supervisors may not authorize
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conflict of interest matters or make determinations as to whether a problematic conflict of
interest exists without first seeking the approval of the Chief Financial Officer and providing the
Chief Financial Officer with a written description of the activity. If the supervisor is involved in
the potential or actual conflict, you should discuss the matter directly with the Chief Financial
Officer. Officers and directors must seek any authorizations and determinations from the Audit
Committee (the “Audit Committee”) of the Board of Directors of the Company (the “Board”),
depending on the nature of the conflict of interest.
Conflicts of interests may not always be obvious and clear-cut. This Code does not
attempt to describe all possible conflicts of interest which could develop and, as such, those
suspecting a conflict of interest should bring it to the attention of a supervisor, manager or other
appropriate personnel. Some of the more common conflicts are set out below.
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members by the Company could constitute an improper personal benefit to the
recipients of these loans or guarantees, depending on the facts and circumstances.
Some loans are expressly prohibited by law, and applicable law requires that our
Board approve all loans and guarantees to employees. As a result, all loans and
guarantees by the Company must be approved in advance by the Board or the
Audit Committee.
VI. CORPORATE OPPORTUNITIES
You may not take personal advantage of opportunities for the Company that are
presented to you or discovered by you as a result of your position with us or through your use of
corporate property or information, unless authorized by the Chief Financial Officer, in the case
of employees, or the Audit Committee, in the case of a director or officer. Even opportunities
that are acquired privately by you may be questionable if they are related to our existing or
proposed lines of business. Participation in an investment or outside business opportunity that is
directly related to our lines of business must be preapproved. You may not use your position
with the Company or our corporate property or information for improper personal gain, nor
should you compete with us in any way.
VII. ACCURACY OF BOOKS AND RECORDS AND FINANCIAL REPORTING
The integrity of our records and public disclosures depends upon the validity, accuracy
and completeness of the information supporting the entries to our books of account. Therefore,
our corporate and business records should be completed accurately and honestly. The making of
false or misleading entries is strictly prohibited. Our records serve as a basis for managing our
business and are important in meeting our obligations to customers, suppliers, creditors,
stockholders, employees and others with whom we do business. As a result, it is important that
our books, records and accounts accurately and fairly reflect, in reasonable detail, our assets,
liabilities, revenues, costs and expenses, as well as all transactions and changes in assets and
liabilities. We require that:
Employees who are responsible for accounting matters or contribute to or prepare the
Company’s financial statements, periodic reports filed with the Securities and Exchange
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Commission (the “SEC”) or other public disclosure documents or communications should ensure
that our books, records and accounts are accurately maintained; be familiar with our disclosure
controls, procedures and internal controls; and take all necessary steps to ensure that all reports
filed with or submitted to the SEC and that all public disclosure regarding our business provide
full, fair, accurate, timely and understandable information that fairly presents our financial
condition and the results of our operations. All employees are expected to cooperate fully with
our independent auditors and persons performing an internal audit function.
VIII. GIFTS AND ENTERTAINMENT
Business gifts and entertainment are meant to create goodwill and sound working
relationships and not to gain improper advantage with current or potential suppliers, vendors or
partners or to facilitate approvals from government officials. The exchange, as a normal
business courtesy, of meals or entertainment (such as tickets to a game or the theatre or a round
of golf) is a common and acceptable practice as long as it is not extravagant. Unless express
permission is received from a supervisor, the Chief Financial Officer or the Audit Committee,
gifts and entertainment cannot be offered, provided, or accepted by any employee unless
consistent with customary business practices and not excessive in value. This principle applies
to our transactions everywhere in the world, even where the practice is widely considered “a way
of doing business.” Employees should not offer gifts or entertainment that could be perceived as
improperly influencing someone to act (or fail to take an action) in the job duties for the
company’s benefit. Likewise, employees should not accept gifts or entertainment that may
reasonably be deemed, or reasonably perceived, to affect their judgment or actions in the
performance of their duties. Our customers, suppliers and the public at large should know that
our employees’ judgment is not for sale.
Under some statutes, such as the U.S. Foreign Corrupt Practices Act (the “FCPA”),
giving anything of value to a government official to obtain or retain business or favorable
treatment is a criminal act subject to prosecution and conviction. Some jurisdictions restrict
public servants from receiving any benefits or inducements. Accordingly, gifts, meals,
entertainment or other things of value should not be offered or provided to a government official,
including employees of government owned or state-owned businesses, without the prior written
approval of your supervisor or the Chief Financial Officer.
Discuss with your supervisor or the Chief Financial Officer any proposed entertainment
or gifts if you are uncertain about their appropriateness.
IX. ANTI-BRIBERY AND ANTI-CORRUPTION
All Company officers, directors, employees, shareholders, and agents conducting
business on behalf of or for the benefit of the Company must comply with the Company’s
policies and procedures applicable to business transactions and with the legal requirements and
ethical standards of each country in which the Company conducts its business. The Company
does not make, authorize, promise, or otherwise condone bribes or corrupt payments. Failing to
comply with the Company’s prohibition against corrupt, improper, or illegal payments may
result in disciplinary action, up to and including termination.
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Some of applicable anti-bribery and anti-corruption laws, including the FCPA, apply to
commercial activities in other countries. The FCPA’s requirements relate to accurate and
complete financial books and records, transactions with foreign government officials, and
prohibitions from directly or indirectly offering to pay or provide anything of value to foreign
government officials for the purpose of influencing the acts or decisions of foreign officials.
The FCPA provides a limited exception for routine governmental services, so-called
“facilitation payments.” However, the anti-corruption laws of most countries do not allow for
such payments. Accordingly, it is Company policy that no shareholder, officer, director,
employee, or third party agent may make a “facilitation payment” or any other payment directly
or indirectly to a governmental official without first obtaining the written approval of the Chief
Financial Officer.
Violation of the FCPA, or any other applicable anti-bribery or anti-corruption law, can
result in not only substantial criminal and civil fines and penalties (including possible
imprisonment for individuals involved in the corrupt act), but also result in restrictions on our
business or cause substantial reputational harm to the Company. If you have a question as to
whether a particular business arrangement or transaction complies with applicable anti-
corruption laws, it is important that you do not hesitate to seek guidance from your supervisor or
the Chief Financial Officer.
X. TRADE CONTROLS AND SANCTIONS COMPLIANCE
Trade controls and sanctions are laws, regulations, and restrictions on doing business
imposed by governments in order to advance their national security and foreign policy interests.
The Company is committed to respecting and complying with any trade controls and economic
sanctions to which our products or business relationships may be subject to worldwide. We must
make certain that we strictly follow any relevant obligations imposed by government
import/export laws and regulations. We must also ensure that we do not conduct business with
countries, entities, or individuals who are subject to government economic sanctions, such as the
United States Treasury Department’s Office of Foreign Assets Control sanctions programs. The
Company must additionally be careful not to engage in any international economic boycotts not
authorized by the U.S. government.
Failure to ensure the above can result in serious consequences for the Company,
including restrictions or prohibitions on our business, substantial criminal or civil fines, and
imprisonment for individuals. If you have a question as to whether a particular business
arrangement or transaction complies with applicable anti-corruption laws, it is important that you
do not hesitate to seek guidance from your supervisor or the Chief Financial Officer.
XI. COMPLIANCE WITH ANTITRUST LAWS
Antitrust issues may arise from contacts between the Company and its competitors,
suppliers or customers. All employees must comply with competition and antitrust laws and
refrain from all unfair conduct towards competitors. The Company prohibits any and all anti-
competitive conduct or activities by our employees, including but not limited to:
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If in doubt, you should seek advice from the Company’s outside counsel.
XII. PROTECTION AND PROPER USE OF COMPANY ASSETS
All employees are expected to protect our assets and ensure their efficient use. Theft,
carelessness, and waste have a direct impact on our financial condition and results of operations.
Our property, such as office supplies, computer equipment, products, laboratory supplies, and
office or laboratory space are expected to be used only for legitimate business purposes.
The obligation to protect the Company’s assets includes the Company’s proprietary
information. Proprietary information includes intellectual property (such as trade secrets, patents
and trademarks) as well as product development, scientific data, manufacturing, business and
marketing plans, databases, records and any nonpublic financial data or reports.
Any misuse or suspected misuse of our assets must be immediately reported to your
supervisor or the Chief Financial Officer.
XIII. CONFIDENTIALITY
One of our most important assets is our confidential and proprietary information. As an
employee of the Company, you may learn of information about the Company that is confidential
and proprietary. Employees who have received or have access to confidential information
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should take care to keep this information confidential. Every employee has a duty to refrain
from disclosing to any person confidential or proprietary information about us until that
information is disclosed to the public through approved channels (as defined in our separate
Regulation FD policy). You should also take care not to inadvertently disclose confidential
information. Confidential information includes nonpublic information that might be of use to
competitors or harmful to the Company or its suppliers, vendors or partners if disclosed, such as
business, marketing and service plans, financial information, product development, scientific
data, manufacturing, laboratory results, designs, databases, customer lists, pricing strategies,
personnel data, personally identifiable information pertaining to our employees, patients or other
individuals (including, for example, names, addresses, telephone numbers and social security
numbers), and similar types of information provided to us by our customers, suppliers and
partners. This information may be protected by patent, trademark, copyright and trade secret
laws.
In addition, because we interact with other companies and organizations, there may be
times when you learn confidential information about other companies before that information has
been made available to the public. You must treat this information in the same manner as you
are required to treat our confidential and proprietary information. There may even be times
when you must treat as confidential the fact that we have an interest in, or are involved with,
another company.
In addition to the above responsibilities, if you are handling information protected by any
privacy policy published by us, then you must handle that information in accordance with the
applicable policy.
XIV. WAIVERS
Any waiver of this Code for executive officers (including, where required by applicable
laws, our principal executive officer, principal financial officer, principal accounting officer or
controller (or persons performing similar functions)) or directors may be authorized only by our
Board or, to the extent permitted by the rules of any national securities exchange we may be
listed on from time to time, a committee of the Board, and will be disclosed as required by
applicable laws, rules and regulations.
XV. REPORTING VIOLATIONS OF THE CODE; ENFORCEMENT; NONRETALIATION
If you become aware of a suspected or actual violation of this Code, you must promptly
report the matter. Failure to report a known violation allows misconduct to go unremedied and is
itself grounds for discipline. Ordinarily, the report may be made to the employee’s immediate
supervisor who, in turn, must report it to the Chief Financial Officer. Reports concerning
potential violations of this Code may also be made directly to the Chief Financial Officer. If the
report pertains to concerns regarding questionable accounting or auditing matters, the employee
should direct the report to the Chief Financial Officer or to the Chair of the Audit Committee as
described in the Company’s policy entitled “Audit Committee Procedures for Reporting
Potential Wrongdoing.” If the report pertains to an actual or suspected violation by an officer or
director, the employee should direct the report to the Audit Committee.
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Supervisors must promptly report any complaints or observations of Code violations to
the Chief Financial Officer. If you believe your supervisor has not taken appropriate action, you
should contact the Chief Financial Officer directly. The Chief Financial Officer will investigate
all reported possible Code violations promptly and with the highest degree of confidentiality that
is possible under the specific circumstances. Neither you nor your supervisor may conduct any
preliminary investigation, unless authorized to do so by the Chief Financial Officer. Your
cooperation in the investigation will be expected. As needed, the Chief Financial Officer will
consult with our Human Resources department, outside legal counsel and the Audit Committee.
It is our policy to employ a fair process by which to determine violations of this Code.
If you do not feel comfortable reporting the conduct to your supervisor or you do not get
a satisfactory response, you may contact the Company’s Chief Financial Officer directly. You
may also report known or suspected violations on an anonymous basis by mail at VIDA Global
Inc., 12160 W Parmer Ln, Ste 130-716, Cedar Park, TX 78613, or the Company’s anonymous
reporting hotline ([URL] or at [(___) ___-____]). All reports of known or suspected violations of
the law or this Code will be handled sensitively and with discretion.
If any investigation indicates that a violation of this Code has probably occurred, we will
take such action as we believe to be appropriate under the circumstances. If we determine 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.
We will not tolerate retaliation against an employee for reporting in good faith a possible
violation of this Code. Retaliation against anyone for reporting in good faith a violation of this
Code is illegal under applicable law and prohibited under this Code. Any instances of retaliation
will be investigated and may result in discipline up to and including termination of employment
and may also result in criminal prosecution. The employee is protected from retaliation even if
the Company determines that there has not been a violation of law, company policy or this Code.
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ACKNOWLEDGMENT
I have read and understand VIDA Global Inc.’s Code of Business Conduct and Ethics
(the “Code”). I have obtained an interpretation of any provision about which I had a question. I
will comply with the provisions of the Code.
In addition, I understand that I am required to report any suspected or actual violation of
this Code and that I may make such reports on an anonymous basis. I understand that I am
required to cooperate fully with the Company in connection with the investigation of any
suspected violation. I understand that my failure to comply with the Code is a basis for
disciplinary action, up to and including termination for cause of my employment.
Signature:__________________________________
Printed Name:_______________________________ Date:_____________