Phlow Business Code of Conduct Policy

Phlow Vision: A country where every human being has access to the essential medicines necessary to sustain life and conquer disease.

Phlow Mission: To reliably supply affordable, high-quality, essential medicines through U.S.-based advanced manufacturing processes.

Equal Employment Opportunity Policy

Phlow provides equal employment opportunities (EEO) to all colleagues and applicants for employment without regard to race, color, religion, sex, gender identity, sexual orientation, national origin, age, handicap or disability, relationship to a person with a handicap or disability, familial status, marital status, veteran status, genetic information, pregnancy, GED versus high school diploma, the use of a guide or support animal for disability, or any other class protected under federal, state, or local law. This equal employment opportunity policy applies to all terms and conditions of employment, including but not limited to, hiring, placement, promotion, demotion, termination, layoff, recall, leave of absence, compensation, and training.

Commitment to Diversity

At Phlow Corp., we believe all people – regardless of race, religion, sexual orientation, nationality, or creed – should be treated with love, kindness, fairness, compassion, respect, and dignity.

Phlow is committed to creating and maintaining a workplace in which all colleagues have an opportunity to participate and contribute to the success of the business and are valued for their skills, experience, and unique perspectives. This commitment is embodied in Company policy and the way we do business at Phlow and is an important principle of sound business management.

Ethics and Business Conduct Policies

Phlow associates (includes employees, contractors, consultants, and outsourced staffing services) must comply with the policies set forth in Phlow’s Business Code of Conduct Policy.

Purpose:

Phlow associates will maintain the highest ethical standards in the conduct of Phlow Corp. affairs. Intent of this policy is that each associate will conduct Phlow’s business with integrity and comply with all applicable laws in a manner that excludes considerations of personal advantage or gain.

Obligations of Associates to Report Violations

Every associate is obligated to report any conduct which they believe is in good faith to be a violation of the Phlow Business Code of Conduct or other Phlow policy, law, or regulation. Prompt reporting is in everyone’s best interest and Phlow strongly encourages associates to work with their supervisor(s) and/or with Human Resources in making such reports. However, if an associate feels uncomfortable reporting directly to any of these individuals, they may report violations to Phlow’s Compliance email, [email protected]. Reports to the Compliance email may be made anonymously or by name.

Phlow does not tolerate any form of retaliation against anyone who comes forward with a concern in good faith. As such, no retaliation may be taken against any associate who reports a suspected violation of law, regulation, or Phlow policy. If an associate believes they have experienced retaliation as a result of raising a concern or participating in an investigation or other protected activity, the associate should contact Human Resources.

Regardless of the reporting method or resource an associate uses, their concern will be taken seriously and handled promptly, professionally, and with the highest degree of confidentiality possible. Persons reporting potential violations should be aware that, while a Company representative receiving a report of a suspected violation will take steps to keep such report confidential, the need to investigate and correct any impropriety may require disclosure of the matter reported.

Anti-Kickback Policy

It is improper to offer, give, solicit, or accept kickbacks in connection with the award or administration of any contract or related subcontract with the U.S. Government. A kickback includes any money or thing of value of any kind that is given or received, directly or indirectly, for the purpose of improperly obtaining or rewarding favorable treatment in connection with the award or administration of a contract, purchase order, funds, or resources. Kickbacks are improper and strictly prohibited.

Gifts, Gratuities, and Business Courtesies

The Company is committed to competing solely on the merit of our mission and products. Associates should avoid any actions that create a perception that favorable treatment of outside entities by the Company was sought, received, or given in exchange for personal business courtesies. Business courtesies include gifts, gratuities, meals, refreshments, entertainment, or other benefits from persons or companies with whom the Company does or may do business. Associates will neither give nor accept business courtesies that constitute, nor could reasonably be perceived as constituting, unfair business inducements that would violate State or Federal law, regulation or polices of the Company or customers, or would cause embarrassment or reflect negatively on the Company’s reputation.

Although associates must not use their position at Phlow to obtain business courtesies, and must never ask for them, associates may accept unsolicited business courtesies that promote successful working relationships and goodwill with the firms that the Company maintains or may establish a business relationship with. Any gifts given to government employees must be under a $20 threshold ($50 aggregate in a calendar year per government employee).

Any associate who offers a business courtesy must assure that it cannot reasonably be interpreted as an attempt to gain an unfair business advantage or otherwise reflect negatively upon the Company. An associate may never use personal funds or resources to do something that cannot be done with Company resources. Accounting for business courtesies must be done in accordance with approved Company policy.

Meals, Refreshments, and Entertainment

Associates may accept occasional meals, refreshments, entertainment, and similar business courtesies that are shared with the person who has offered to pay for the meal or entertainment, provided that:

  1. They are not inappropriately lavish or excessive (in excess of $100)
  2. The courtesies are not frequent and do not reflect a pattern of frequent acceptance of courtesies from the same person or entity
  3. The courtesy does not create the appearance of an attempt to influence business decisions, such as accepting courtesies or entertainment from a supplier whose contract is expiring in the near future
  4. The associate accepting the business courtesy would not feel uncomfortable discussing the courtesy with their manager or colleague or having the courtesies known by the public
  5. Entertainment must be in appropriate venues that allow serious business conversations between Company associates and those of another company or entity.
  6. While not prohibited, alcoholic beverages should only accompany meals and should be consumed in venues that allow for business conversations. Also, alcoholic beverages are not allowed as a direct or indirect cost per our government contract.
Accepting Gifts

Associates may accept unsolicited gifts, other than money, that conform to the reasonable ethical practices of the marketplace, including:

  1. Flowers, fruit baskets, and other modest presents that commemorate a special occasion.
  2. Gifts of nominal value, such as calendars, pens, mugs, caps, and t-shirts (or other novelty, advertising, or promotional items).

Generally, associates may not accept compensation, honoraria, or money of any amount from entities with whom the Company does or may do business. Tangible gifts (including tickets to a sporting or entertainment event) that have a market value greater than $100 may not be accepted unless approval is obtained from management.

Human Trafficking Policy

The U.S. Government has established a zero-tolerance policy for the trafficking of persons. Each associate is charged with the responsibility to notify Company management of any information they receive from any source (including host country law enforcement) that alleges a Company associate has engaged in conduct that violates this policy. The Company has an affirmative duty to report such information to U.S. Government officials and to discuss any personnel actions taken against an associate in connection with the government’s policy.

Responsible Labor Practices Policy:

The Company is committed to partnering with third parties who share similar values regarding responsible labor practices. Therefore, third parties who wish to enter into contract with the Company must:

  • Comply with all local laws and regulations,
  • Comply with international human rights and labor standards,
  • Pay employees at or above industry benchmarks,
  • Pay employees and contractors a living wage, and
  • Provide benefits to their employees.
Drug-Free Workplace Policy

The Company is committed to providing a safe work environment and to fostering the wellbeing and health of its associates. That commitment is jeopardized when any associate illegally manufactures, distributes, dispenses, possesses, or uses controlled substances in the workplace. Therefore, the Company has established a drug-free workplace policy and drug-free awareness program.

Whistleblower Policy

The Company is committed to conducting its business with professional integrity and pursuant to high standards of ethical behavior. The Company intends to prevent the occurrence of any practice not in compliance with the Phlow Business Code of Conduct or applicable law and regulation through the Whistleblower Policy. This mechanism aims to provide a safe and secure environment for responsible reporting of violations of the Code or legal and regulatory requirements by associates.

Every associate is obligated to report any conduct which you believe in good faith to be a violation of Phlow policies or other law or regulation. Prompt reporting is in everyone’s best interest and associates are strongly encouraged to work with their supervisor and/or with Human Resources in making such reports. The CEO operates with an open-door policy as another option. This mechanism aims to provide a safe and secure environment for responsible reporting of violations of the Standards of Conduct, legal, and regulatory requirements.

The Company will not tolerate any form of retaliation against anyone who comes forward with a concern in good faith. If an associate believes they have experienced retaliation as a result of raising a concern or participating in an investigation or other protected activity, they should contact Human Resources.

Regardless of the reporting method or resource an associate uses, their concerns will be taken seriously and handled promptly, professionally, and with the highest degree of confidentiality possible. Persons reporting potential violations should be aware that, while a Company representative receiving a report of a suspected violation will take steps to keep such report confidential, the need to investigate and correct any impropriety may require disclosure of the matter reported.

Truth in Negotiations Act (TINA)

The Company must comply fully with TINA in the conduct of its U.S. Government business. The purpose of TINA is to give the Government an effective means of negotiating a fair and reasonable price.
TINA requires disclosure of cost or pricing data and certification that such data are accurate, complete, and current. Associates involved in negotiating Government contracts and subcontracts must ensure that all cost and pricing data, communications and representations of fact are accurate, complete, current and truthful.

Smoke-Free Work Environment

Phlow is committed to providing a work environment free of potentially harmful effects of second-hand smoke on individuals in the workplace. The Company has a smoke-free work environment; thus, smoking of regular cigarettes, smokeless tobacco, e-cigarettes, or personal vaporizers is prohibited in all Phlow offices.

Alcohol Policy

Associates are prohibited from reporting to work or performing work-related duties while under the influence of alcohol. Alcohol may not be consumed in any Phlow office without the express permission of the CEO for the purposes of approved social events.

Ban on Texting While Driving

As part of our commitment to health and safety, it is the Company’s desire that all associates arrive at their destinations safely. Therefore, associates are prohibited from texting while driving either Company-rented vehicles, U.S. Government-owned vehicles, or privately-owned or – rented vehicles when taking part in Phlow business activities or when performing work on or behalf of the U.S. Government.

Workplace Violence Prevention

The Company maintains a policy of zero tolerance for any act or threat of violence in the workplace. This applies to violent or threatening conduct of any kind, whether it is directed against an employee, customer, supplier, vendor, consultant, visitor, or other individual with a business relationship to the Company. This policy extends to conduct while on Phlow property, at a Company-sponsored event, or any other location related to the Company’s operations. Prohibited conduct includes, but is not limited to, the following:

  • Attempted, threatened, or accomplished physical injury to any other person;
  • Behavior that creates a reasonable fear or expectation of the infliction of injury;
  • Behavior that subjects another individual to extreme emotional distress;
  • Possessing, or threatening to use, an unauthorized firearm or other weapon when on Company or customer property or an offsite Company-sponsored or customer-sponsored function or event; and
  • Intentionally damaging property.

Any associate who is found to have engaged in such conduct will be subject to disciplinary action, up to and including termination of employment. In appropriate circumstances, the Company may also seek criminal prosecution or cooperate with applicable authorities.

If an associate feels that he/she has been subjected to an act of violence in the workplace, including threats of violence or intimidation, he/she should immediately bring the matter to the attention of his/her supervisor or Human Resources.

Anti-Discrimination and Anti-Harassment

The Company is committed to maintaining a work environment free from all forms of discrimination, harassment, and related intimidation. In keeping with this commitment, the Company will not tolerate discrimination or harassment by anyone, including a supervisor, co-worker, supplier, vendor, consultant, visitor, or customer of the Company. Harassment consists of unwelcome conduct, whether verbal, physical, or visual, that is based upon a person’s protected status, such as race, color, religion, national origin, sex, age, physical, or mental disability, or any other characteristic prohibited by federal, state, or local law. All associates are responsible for helping ensure that we avoid harassment in the workplace and during the conduct of business and immediately reporting any harassment experienced or witnessed. Associates may report discrimination or harassment through any manager, Human Resources, or the CEO. The Company prohibits retaliation against associates making good faith reports of discrimination or harassment, as well as against individuals who participate in investigations of such conduct.

Sexual Harassment
Sexual harassment is defined generally as any unwelcome sexual advances, requests for sexual favors, and other verbal or physical conduct of a sexual nature, whenever: (1) submission to the conduct is either an explicit or implicit term or condition of employment; (2) an associate’s reaction to the conduct is used as a basis for employment decisions affecting that associate; or (3) the conduct has the purpose or effect of interfering with the associate’s work performance or creating an intimidating, hostile, or offensive working environment.

No associate or applicant should be subjected to unsolicited and unwelcome sexual overtures, nor should any associate or applicant be led to believe that an employment opportunity or benefit will in any way depend upon “cooperation” of a sexual nature.

Sexual harassment may include such actions as (1) gender or sex-oriented verbal “kidding,” “teasing,” or jokes; (2) repeated offensive sexual flirtations, advances, or propositions; (3) continued or repeated verbal abuse of a sexual nature; (4) graphic or degrading comments about an individual or his/her gender or appearance; (5) the display of sexually suggestive objects, written material, or pictures; (6) subtle pressure for sexual activity; and (7) inappropriate physical contact, including unwelcome touching, patting, pinching, grabbing, massaging, brushing up against another person’s body, and sexual assault.

Other Harassment
Harassment on the grounds of any other protected characteristic, as defined above, is also prohibited. Prohibited harassment may include, but is not limited to, epithets, slurs, derogatory comments or jokes, intimidation, negative stereotyping, threats, assault or any physical interference with the associate’s normal work or movement, and other conduct that an associate might reasonably find to be offensive. Harassment may also include written or graphic material contained on walls or bulletin boards on the Company’s premises, within email or text messages, or otherwise circulated in the workplace that denigrates or shows hostility or aversion towards an individual or group because of the characteristics identified above.

Scope of Policy
This policy prohibiting discrimination and harassment, whether sexual or of another nature, is not limited to relationships between and among employees and prospective employees, but also extends to interactions with suppliers, vendors, consultants, visitors, customers, and others having a business relationship with the Company.

No employee shall ever subject any person having a business relationship with the Company to sexual harassment or other unlawful harassment or discrimination of any nature, including that conduct described above. Furthermore, no employee or applicant will be required to suffer discrimination or harassment, including sexual harassment, by any supplier, vendor, consultant, visitor, customer, or other person having a business relationship with the Company.

State and Federal Remedies
In addition to the associate’s supervisor, the CFO, Human Resources, or the CEO, if an associate believes that they may have been subjected to harassment, they may also file a formal complaint with the applicable government agency as set forth below. These agencies may have a designated time period for filing a claim.

  • United States Equal Employment Opportunity Commission (“EEOC”)
  • California Department of Fair Employment and Housing (“DFEH”)
  • Massachusetts Commission Against Discrimination (“MCAD”)
  • Maryland Department of Labor Office of Fair Practices (“OFP”)
  • Florida Commission on Human Relations (“FCHR”)

Investigation of Complaints
Phlow will fully and impartially investigate all complaints and will maintain confidentiality to the extent possible given the Company’s duty to investigate the complaint. Any associate who is found to have engaged in illegal discrimination or harassment will be subject to appropriate disciplinary action, up to and including termination of employment.

All complaints made in good faith will be taken seriously. No associate will be retaliated against for making a complaint or assisting with the investigation of a complaint. However, making a knowingly false complaint may result in disciplinary action, up to and including termination of employment.

Any questions regarding this policy can be directed to Human Resources.

Investigation of Misconduct

The Company reserves the right to use any lawful method of investigation that it deems necessary to determine whether any person has engaged in conduct that in its view interferes with or adversely affects its business. Every associate is expected to cooperate fully with any investigation of any violation of law and/or the Company’s policies and procedures.

Protecting Confidential Information

Given the nature of our work with the U.S. Government, our contracts generally require strict confidentiality. Accordingly, associates shall not disclose any third-party confidential information, including but not limited to information of a personal nature about an individual, proprietary information, data submitted by or pertaining to an institution or organization, information provided by the U.S. Government, and information generated under a U.S. Government contract, without prior consent from the U.S. Government or the EVP of Communications & Public Relations. Associates must seek prior approval from the EVP of Communications & Public Relations prior to publicizing, or disseminating information obtained under our government contracts.

However, nothing in Phlow’s Business Code of Conduct shall be construed to prohibit or otherwise restrict associates from lawfully reporting waste, fraud, or abuse to a designated investigative or law
enforcement representative of a federal department or agency authorized to receive such information relating to performance under any federal award.

Further, nothing in Phlow’s Business Code of Conduct shall be construed to prohibit or otherwise restrict associates’ rights to receive an award for information provided to the Securities and Exchange
Commission (“SEC”), and notwithstanding any other provision of Phlow’s Business Code of Conduct, associates are not in any way prohibited from reporting information to, or participating in any investigation or proceeding conducted by, the SEC or any other federal, state, or local governmental agency or entity; and associates are not in any way precluded from providing truthful testimony in response to a valid subpoena, court order, or regulatory request.

Conflicts of Interest

Associates must avoid any relationship or activity that might impair, or even appear to impair, their ability to make objective and fair decisions when performing their jobs. As in all other facets of their duties, associates dealing with customers, suppliers, contractors, competitors or any person doing or seeking to do business with the company are to act in the best interest of the company. Each associate shall make prompt and full disclosure in writing to their manager of any potential situation which may involve a conflict of interest. Such conflicts include:

  1. Ownership by associate or by a member of their family of a significant interest in any outside enterprise which does or seeks to do business with or is a competitor of the company.
  2. Serving as a director, officer, partner, consultant, or in a managerial or technical capacity with an outside enterprise which does or is seeking to do business with or is a competitor of the company. Exceptions to this can be approved by the Chief Executive Officer of Phlow Corp.
  3. Acting as a broker, finder, go-between or otherwise for the benefit of a third party in transactions involving or potentially involving Phlow Corporation or its interests.
  4. Any other arrangements or circumstances, including family or other personal relationships, which might dissuade the associate from acting in the best interest of the company.

Associates with a conflict of interest question should seek advice from Executive Leadership or Human Resources.

Avoiding Personal Conflicts of Interest

Each associate has the legal duty to carry out his/her responsibilities with the utmost good faith and loyalty to the Company. A “personal conflict of interest” occurs when an associate’s own interests (for example, financial gain or career development), or those of his/her immediate family, interfere in any way or even appear to interfere with the Company’s legitimate business interests or the associate’s ability to make objective and fair decisions when performing his/her job. This most often occurs when a business that an associate or his/her immediately family member has a financial interest in seeks to do business with Phlow. Immediate family members include the associate’s spouse or former spouse; parents, step-parents, and grandparents (of both the associate and his/her spouse); children, stepchildren, and grandchildren (of the associate and his/her spouse) and their spouses; siblings and their spouses; and any others living in the associate’s household. In order to avoid potential conflicts of interest, associates should avoid any activity that could reasonably be expected to put them in a conflict situation.

Associates must disclose any situation in which their immediate family or a close relative, either directly or on behalf of a company, seeks to do business with the Company, and must recuse themselves from all decisions where such individual seeks or does business with the Company. If an associate is in doubt whether a situation or certain activity constitutes a conflict of interest, it is his/her responsibility to seek guidance from Human Resources.

Compliance:

Any violation of this policy will subject the associate to Administrative disciplinary action or immediate discharge. Any Phlow Corporation associate having knowledge of any violation of the policy shall promptly report such violation to the appropriate level of management. Each vice president and company officer of Phlow Corporation is responsible for compliance in their area of responsibility. When questions arise concerning any aspect of this policy, contact the Human Resources.

Information and Resources:

Eric S. Edwards, M.D., Ph.D
President & CEO, Phlow Corp.
[email protected]
804.207.4893

Kipton Currier
Human Resources, Phlow Corp.
[email protected]
804.207.4893