Anti-Bribery & Anti-Corruption Policy

A. Purpose; Persons Covered by this Policy

Variant Bio, Inc. (the “Company”) is committed to conducting its business with the highest standards of ethical conduct. As part of this commitment, we expect all Company Team Members and Third-Party Representatives (defined below) to refrain from engaging in conduct that could be viewed as offering or accepting a bribe, kickback, or other type of improper payment. This type of conduct is not only antithetical to the Company’s commitment to operating with high ethical standards, but may also violate laws such as the United States Foreign Corrupt Practices Act (the “FCPA”), the United States Travel Act, the OECD Anti-Bribery Convention, the UK Bribery Act, and many other laws (collectively referred to as the “Anti-Corruption Laws”). 

We have adopted this Anti-Bribery and Anti-Corruption Policy (this “Policy”) to establish guidelines to help recognize and prevent violations of these laws and to describe the practices and procedures that the Company’s officers, directors, and employees (“Team Members”), as well as its consultants, agents, contractors, business partners, and any other third-party representatives acting on the Company’s behalf (“Third-Party Representatives”) must follow to ensure that the Company’s practices meet or exceed all applicable legal and ethical standards. 

B. Prohibited Conduct

All Team Members and Third-Party Representatives are strictly prohibited from promising, offering, providing, or authorizing any bribe, kickback, or improper payment in any form, including commercial bribery and bribery of government officials. 

Under the Anti-Corruption Laws, a bribe is any offer, promise, authorization, or payment of anything of value to an individual to improperly influence that individual in any way, such as to misuse their official position, to obtain or retain business, direct business to another person, secure any improper advantage, or to violate an expectation that the individual will act in good faith, impartially, or in accordance with a position of trust. Bribes can take many forms, including money, meals, entertainment, gift cards, travel, tickets to events, jewelry, cars, donations to an individual’s preferred charity, tuition payments, and offers of employment.

C. Specific Anti-Corruption Laws

The FCPA prohibits offering, promising, authorizing the giving, or giving anything of value to any “Foreign Official” for the purpose of influencing a government act. The term “Foreign Official” is interpreted broadly and includes:

• any employee, director, or officer of a foreign government or any department, agency, or instrumentality of a foreign government;
• any employee, director, or officer of a foreign state-owned or controlled entity, including, in many countries, sovereign wealth funds, telecommunications companies, health care institutions, oil and gas companies and educational institutions;
• any employee, director or officer of a public international organization, such as the Red Cross or World Bank;
• any consultant or other person acting in an official capacity for or on behalf of such foreign governmental bodies or public organizations, including entities hired to review and accept bids for a government agency; and
• foreign political parties, candidates for political office, and members of royal families.

In addition, under U.S. laws prohibiting domestic bribery, Team Members and Third-Party Representatives may not offer, give, authorize the giving of, or promise anything of value to any U.S. “Public Official” in exchange for influencing an official government act (that is, no quid pro quo). “Public Officials” include U.S. federal officials and state and local government officials, as well as candidates for public office. In addition, every U.S. state and territory prohibits bribery of Public Officials.

Lastly, the Travel Act and other laws also prohibit offering, giving or promising a bribe to any individual, whether or not a Foreign or Public Official, for an improper purpose or to influence the performance of any activity connected with their employment. Such “commercial bribery” has increasingly been a focus of enforcement in many countries, including the U.S. Actions that may violate the FCPA or the Travel Act may also violate other laws in the countries where the Company does business, and state, local, and municipal laws.

Bribery of anyone, whether or not a Foreign Official or Public Official, is therefore illegal and strictly prohibited by this Policy. There are no exceptions to this Policy, even if a Team Member or Third-Party Representative believes our competitors or other entities pay bribes or if corruption is a common practice in a country where we operate.

All Team Members and Third-Party Representatives are required to report any demands for bribes, regardless of whether the demand is made to the Company, a Team Member or a Third-Party Representative to the General Counsel promptly.

D. Facilitation Payments

This Policy prohibits “facilitation payments.” Facilitation payments are bribes, usually of small amounts, made to an individual to speed up routine, non-discretionary government activity that an official is required to perform, such as granting permits or licenses that allow companies to conduct business in a country.

E. Gifts, Entertainment, Meals, and Sponsored Travel 

Gifts can be an appropriate way for businesspeople to display respect for one another. Gifts include, for example, items, entertainment, meals, and travel. However, gifts can create a risk under Anti-Corruption Laws, particularly if they are intended to or could be perceived as an effort to improperly influence decision-making. The Company expects you to use good judgment and moderation when  giving or receiving gifts.  You should be mindful of how the party giving or receiving the gift could perceive it, and should avoid giving or receiving gifts if there is a chance the gift could be viewed as a bribe, kickback, or request for improper advantage.  You should not give or receive a gift unless:

• it is reasonable  and not extravagant;
• it is done in the normal course of the Company’s business and without the intention of, or without a reasonable prospect of, influencing a third party to obtain or retain an improper business advantage, or to reward the provision or retention of an improper business advantage, or in explicit or implicit exchange for favors or benefits;
• it complies with U.S. and applicable local law;
• it does not include cash or a cash equivalent;
• it is properly recorded and disclosed, and not paid personally to avoid any approval or disclosure requirements;
• taking into account the reason for the gift or hospitality, it is of an appropriate type and value in the applicable country/region and given at an appropriate time;
• it is given openly and in the Company’s name, not secretly;
• it is not given or received frequently between the same individuals; and
• prior approval of the General Counsel has been obtained for gifts or hospitality offered to Foreign Officials or Public Officials.

Expenditures for gifts should be reported accurately so that the purposes, amount, and recipient of the gift are clear for the purposes of the Company’s financial and other records. If you have any questions regarding the appropriateness of any gift or expense, you should consult our General Counsel prior to giving the gift or incurring the expense.

F. Due Diligence

Before entering into a new contract with a Third-Party Representative (or renewing a contract), the Company must conduct risk-based due diligence.  Risk-based due diligence is the process of vetting a Third-Party Representative based on the particular risks that the Third-Party Representative presents. Such due diligence may include assessing the Third-Party Representative’s reputation for, and history of, legal compliance, particularly with respect to the Anti-Corruption Laws, and the Third-Party Representative’s qualifications and the reasonableness of its compensation. The Company’s legal, operations, and finance teams will provide support in undertaking due diligence on a Third-Party Representative to ensure that the scope and nature of the process is consistent with the Company’s expectations and applicable Anti-Corruption Laws.

Throughout any relationship with a Third-Party Representative, Team Members are responsible for monitoring its performance and must escalate any concerns regarding its compliance with the Anti-Corruption Laws to the General Counsel.

G. Red Flags

While conducting due diligence and throughout any subsequent relationship, you should monitor for any “red flags”. A “red flag” is a fact or circumstance that makes you question whether any improper payment or activity is occurring and requires additional consideration and caution. Red flags may include:

• a reference check reveals that the Third-Party Representative has had previous issues in respect of Anti-Corruption or other laws related to ethical conduct;
• the relationship or transaction involves a country known for corrupt payments;
• a government official, particularly one with discretionary authority over the business at issue, suggests that the Company use a specific Third-Party Representative;
• the Third-Party Representative objects to audit rights or Anti-Corruption Law representations in Company agreements;
• the Third-Party Representative has a family, business or close personal relationship with a Foreign or Public Official;
• the Third-Party Representative requests unusual contract terms or payment arrangements that raise local law issues, such as payment in cash, payment in another country’s currency, payment to an account in another party’s name, or payment in a third country;
• the Third-Party Representative requires that his or her identity or, if it is a company, the identity of the company’s owners, principals, or employees not be disclosed;
• the Third-Party Representative’s commission exceeds the “going rate” in the jurisdiction where it operates;
• the Third-Party Representative indicates that a particular amount of money is needed in order to “get the business” or “make the necessary arrangements” or because “you know how business is done”; or
• the Third-Party Representative asks the Company to prepare or accept false invoices or any other type of false documentation.

H. Guidance and Reporting

You are encouraged to seek guidance when in doubt about the best course of action to take in a particular situation. Questions regarding this Policy can always be directed to the General Counsel at legal@variantbio.com.

If you know of or suspect a violation of this Policy, you should report it immediately to the General Counsel. All reports will be kept confidential, to the extent practical, except where disclosure is required to investigate a report or mandated by law. Reported violations will be promptly and thoroughly investigated. It is imperative that the person reporting the violation not conduct an investigation on their own.  The Company does not permit retaliation of any kind for good faith reports of violations or possible violations. 

I. Amendment 

The Company is continuously reviewing and updating its policies, and therefore reserves the right to amend this Policy at any time.