Policy

It is the policy of ViroGene Diagnostic Products to require the highest standards of business ethics and integrity on the part of all employees and to comply with all applicable laws and regulations in the conduct of its business. To that end, ViroGene has adopted and implemented this Code of Business Conduct and Ethics.

All directors, officers and employees of the Company are responsible for reviewing this Code and certifying annually that he or she has reviewed and is in compliance with the Code.

Failure by an employee to comply with this Code will result in appropriate disciplinary action, which may include termination of employment. Unless the context requires otherwise, all references to “employees” in this Code shall also refer to officers of the Company.

Scope

This Code applies to all of ViroGene’s directors, officers and employees worldwide.

Compliance with laws and Internal Policies

The Company requires that all employees, officers and directors comply with all laws, rules and regulations applicable to the Company wherever it does business. You are expected to use good judgment and common sense in seeking to comply with all applicable laws, rules and regulations and to ask for advice when you are uncertain about them If you become aware of, or have reason to believe there has been, the violation of any law, rule or regulation by the Company, whether by its officers, employees or directors, you are expected to promptly report the matter to your supervisor, a member of the Company’s Legal Department, or contact the Ethics Committee. Employees, officers and directors shall not discharge, demote, suspend, threaten, harass or in any other manner discriminate or retaliate against an employee because he or she in good faith reports any such violation or belief.

In addition to laws and regulations imposed by local governments and regulatory bodies, the Company from time to time adopts its own policies and procedures. As in the case of laws and regulations, you are also required to comply with the Company’s internal policies and procedures.

Acceptance Of Costly Entertainment Or Gift

In general, Company employees, officers and directors, and their relatives, may not request or accept payments of money or anything of value from any government officials, customers, suppliers or others with whom the Company does business, has done business, or may have occasion to do business. Restricted payments include, but are not limited to, any and all of the following:

1. Compensation in any form (cash, kind, credit, etc.).
2. Travel, transportation or lodging.
3. Entertainment including, but not limited to, tickets to sporting and other events, business meals, and other business-related entertainment activity (golf, tennis, etc.) unless approved in advance by your supervisor or a member of the Company’s Legal Department or ancillary to a legitimate business meeting attended by the person or company providing the entertainment.
4. Gifts of any kind, nature or description, including discounts, coupons and other offers not available to the public in general, provided, however, that employees may accept branded promotional items and annual holiday gifts (other than cash) having a reasonably estimated fair-market value of $100.00 or less, provided the gifts are consistent with customary industry practices and applicable law and could not reasonably be construed as a bribe or payoff. For guidance on gifts that do not meet this criteria, please contact a member of the Company’s Legal Department.

Honest And Ethical Conduct And Fair Dealing

Employees, officers and directors should endeavor to deal honestly, ethically and fairly with the Company’s suppliers, customers, competitors and employees. Statements regarding the Company’s products and services or otherwise must not be untrue, misleading, deceptive or fraudulent. You must not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice.

Equal Employment Opportunity

It is ViroGene’s policy to afford equal opportunity for employment to all individuals of any race, color, religion, sex, national or ethnic origin, sexual orientation, disabled veteran or veteran of Vietnam era status, and age with due regard to their relative qualifications and abilities. ViroGene’s Equal Employment Opportunity Policy applies to recruitment, hiring, promotion, demotion, transfer, discipline, layoff, termination, rates of pay, selection for training, and every other type of pre- and post-employment personnel activity.