Code of Business Conduct & Ethics

A. Purpose 

Variant Bio, Inc. (the “Company” or “Variant Bio”) is committed to conducting its business with the utmost honesty and integrity.  Each of us has a responsibility to uphold these core values and act with honesty and integrity, both in terms of how we treat each other, and in how we run our business.  This Code of Business Conduct and Ethics (“Code“) serves as a source of guiding principles in helping you answer potential questions that may arise in the course of your work regarding legal issues and business ethics. However, no policy can address or anticipate every situation you might face. If  you have a question about any course of conduct, consult your manager or our General Counsel.

Please note that the Company has additional policies that cover other specific topics that you should also read and familiarize yourself with. These additional policies include, without limitation:

• Website Privacy Policy
• IT Security Policies
• Ethics and Community Engagement Guidelines
• Anti-Bribery and Anti-Corruption Policy
• Employee Handbook (for employees only)

B. Persons Covered by this Code

This Code applies to our employees, contractors, consultants, officers, and members of our Board of Directors (“Board”).

C. General Considerations in Making the Right Decision

In evaluating a situation with potential legal or business ethics implications, it is useful to ask the following questions:

• Purpose: 
  • Why am I doing this?
  • Is it legal? Even if it is legal, is it the right thing to do?
  • Does this align with our internal policies, processes, and obligations to third parties (including ethical obligations)?
  • Did I follow the right steps?
  • Did I consult the right experts or stakeholders?
• Perception:
  • How would this look to our partners, collaborators, the communities we work with and in, regulators, employees, the scientific community, or the media?
  • How would this look a few years  in the future? 

If you ever are in an uncomfortable situation or have any doubt about whether a situation is consistent with our ethical standards or complies with the law, please seek help from your manager or our General Counsel.

D. Compliance with Laws, Rules and  Regulations

Everyone at the Company is expected to comply with the law. Although it’s impossible to know all aspects of every law, you should understand the major laws, rules, and regulations that apply to your work, and consult with the General Counsel if you have any questions or concerns. Several specific areas of legal compliance are discussed in greater detail below. 

1. Anti-Bribery and Anti-Corruption

All forms of bribery and corruption are prohibited. There is no potential benefit from such conduct that can justify damaging our integrity and reputation or the trust others place in us. All persons subject to this Code must comply fully with the Foreign Corrupt Practices Act (FCPA) and other applicable laws that prohibit bribery and corruption (including laws applicable to our work outside of the U.S.). Many of these laws are very broad and apply to both government and private or commercial bribery and corruption. You are responsible for ensuring that you understand this policy and our Anti-bribery and Anti-corruption Policy and consult your manager or the General Counsel if you have a question regarding any gift or other expense. Also see the Conflicts of Interest section below.

2. Privacy Laws

Protecting the privacy and security of personal information is a growing global concern. Many countries are enacting or strengthening privacy laws that govern the use of personal information and are holding violators accountable. We are responsible for protecting personal information and for processing it only within the boundaries of applicable law. You must help protect the privacy of personal information by following these principles:

• Comply with applicable laws and regulations of the jurisdictions in which personal information is collected and used
• Collect and use the minimum amount of personal information necessary to achieve legitimate business purposes and keep the information only as long as necessary to achieve those purposes
• Share personal information only with individuals who have a legitimate need for it and will protect it properly
• Comply with the terms of our agreements with third parties and any applicable ethical approvals and  informed consent forms
• Comply with the terms of our Privacy Policy,  IT Policies,Ethics and Community Engagement Guidelines, and Employee Handbook (for employees only)

3. Health, Safety, and the Environment

The Company works to conduct its business activities and operations in a manner that promotes protection of people and the environment. Compliance with all applicable laws, rules, and regulations as well as internal Company policies governing health, safety, and the environment is a responsibility of management and employees, contractors, and consultants in all functions. Employees should review the “Employee Safety” section of the Employee Handbook as well as any policies regarding health, safety, and the environment that may be adopted by the Company from time to time for more information on this topic.

4. Fair Employment Practices

The Company works to maintain a work environment in which all individuals are treated with respect and dignity. Every individual has the right to work in a professional atmosphere that promotes equal employment opportunities and where discriminatory practices, including harassment, are prohibited. The Company requires each employee, contractor, and consultant to treat all colleagues in a respectful manner and to forge working relationships that are free of bias, prejudice, and harassment. The Company prohibits discrimination against or harassment of any employee on the basis of race, religion, color, sex, pregnancy, national origin, age, physical or mental disability, military or covered-veteran status, marital status, sexual orientation, family medical leave, gender identity, or any other classification protected by applicable federal, state, or local law. Employees should review the “Anti-discrimination & Harassment” section of the Employee Handbook for more information on this topic.

5. Political Activities

The Company does not make contributions to political candidates or political parties except as permitted by applicable laws. Employees, contractors, and consultants engaging in political activity will do so as private citizens and not as representatives of the Company. Your personal lawful political contribution, or decision not to make contributions, will not influence your compensation, job security, or opportunities for advancement. 

6. Money-Laundering and Third-Party Payments

We are committed to complying fully with all anti money-laundering and antiterrorism laws throughout the world. Money-laundering occurs when individuals or organizations attempt to conceal illicit funds or make such funds look legitimate. If you are requesting payments to vendors or other third parties, or are monitoring payments we receive, you must flag suspicious activity. 

7. Insider Trading

Because we believe firmly in transparency and trust across the organization, you may find yourself in possession of inside information. The definition of inside information is any material nonpublic information, positive or negative, about an organization. While the Company is not publicly-traded, we may possess confidential information about our suppliers, vendors, collaborators, business partners, competitors, or other third parties. The bottom line is that you should never buy or sell securities based on inside information, or tip-off others to do so. It does not matter how you learned the information, using material nonpublic information to trade securities is never acceptable. 

8. Antitrust 

Competition (or antitrust) laws and regulations throughout the world are designed to foster a competitive marketplace and prohibit activities that restrain trade. Generally, actions taken in combination with other companies that restrain competition may violate antitrust laws. Certain antitrust violations involving agreements with competitors are criminal and can result in large fines and prison terms for the individuals involved. In addition, actions taken by an individual company in market segments in which it has a particularly strong position may violate antitrust laws if the actions have the effect of excluding competition through unfair means. The Company is dedicated to compliance with laws governing fair competition in all of its activities. Any activity that undermines this commitment is unacceptable. The laws governing this area are complex, and you should consult with the General Counsel if you have any questions.

9. Global Trade, Import, and Export 

We must comply with all trade sanctions and embargoes imposed by U.S. or other applicable law as well as all applicable import and export laws and regulations. Please consult with the General Counsel if you have any questions about these requirements.

10. Regulatory Compliance

The Company operates in a highly regulated environment and its conduct is potentially subject to oversight by a variety of federal, state, local, and foreign agencies. You must comply with the regulatory requirements of these agencies to the extent applicable to our activities. Please immediately report regulatory violations, suspected regulatory violations, or potentially harmful or dangerous conditions to our General Counsel.

E. Conflicts of Interest

A conflict of interest is any activity or interest that is inconsistent with or opposed to the best interests of the Company. Your decision and actions in the course of employment or other relationship with the Company should be based on the best interests of the Company and not based on personal relationships or benefits. You must never use or attempt to use your position with the Company to obtain improper personal benefits. Any situation, transaction,or relationship that may give rise to an actual or potential conflict of interest must be disclosed to the Company and must be avoided, unless approved by the General Counsel. Potential conflicts of interest involving a member of the Board must be approved by the Board (or a subset of Board members) in accordance with corporate governance principles and the Company’s organizational documents and investment agreements, as applicable. The Company will monitor and report to the Board any existing or potential material conflicts of interest.

The following are examples of conflicts of interest to be avoided: 

1. Family Members. You should not conduct business on behalf of the Company with family members or an organization with which a family member is associated, unless such business relationship has been disclosed to and authorized by the Company and is a bona fide arms-length transaction. “Family members” include a spouse, parents, children, siblings, and in-laws. 
2. Interests in Other Businesses. You should not accept compensation in any form for services performed for the Company from any source other than the Company. You should not have an undisclosed material financial interest in a competitor, supplier, customer, or business partner of the Company.
3. Improper Conduct and Activities. You should not engage in any conduct or activities that are inconsistent with the Company’s best interests or that materially disrupt or impair the Company’s relationship with any person or entity with which the Company has or proposes to enter into a business or contractual relationship. 
4. Gifts and Gratuities. This policy does not prohibit normal, appropriate, and modest hospitality to or from third parties. These customary courtesies are designed to build goodwill among business partners. You should, however, be mindful that public officials and healthcare providers may be restricted in the benefits they can accept for performing their duties, including non-cash benefits such as travel, meals, and entertainment. The practice of giving business gifts and taking part in corporate hospitality or undertaking speaking engagements varies between countries, regions, and industries. What may be normal and acceptable in one may not be in another. The test to be applied is whether in all the circumstances the gift or hospitality is reasonable and justifiable (both from the perspective of the provider and recipient) rather than lavish and extraordinary; bearing in mind that what may normally be viewed as small or insignificant in some countries can be of significant value in another. The intention behind the gift should always be considered and nothing should be explicitly or implicitly expected or demanded in return. The giving of gifts and corporate hospitality or entertainment is not prohibited, if the following requirements are met:

• 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 public officials, government representatives, politicians,  political parties, or healthcare providers.

Evaluating whether a conflict of interest exists can be difficult and may involve a number of considerations, including compliance with anti-bribery and anti-corruption laws (also see the Anti-Bribery and Anti-Corruption Policy). Please seek guidance from your manager or the General Counsel when you have any questions or doubts. 

F. Ethics and Community Engagement

Variant Bio is a mission-driven company, dedicated to strong ethics, benefit sharing, and improving global health through its work. Its research model is based on respect for the people and communities it works with. In furtherance of these principles, the Company has adopted Ethics and Community Engagement Guidelines that guide its research. These guidelines outline the Company’s overarching ethical framework, key principles for community and individual engagement and co-creation, specific guidelines for working with biobanks, and the process by which the Company  ensures that its studies meet the highest ethical standards. You should familiarize yourself with the Ethics and Community Engagement Guidelines and ensure that you always conduct the Company’s research in accordance with these guidelines.

G. Fair Dealing 

The Company does not seek competitive advantages through illegal or unethical business practices. You should endeavor to deal fairly with the Company’s service providers, suppliers, business partners, and competitors. You should never take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any unfair dealing practice. 

H. Intellectual Property and Confidential Information

1. Protecting Intellectual Property (IP)

The innovations you create are vital to our success and you should take appropriate steps to protect them. This means disclosing to the Company all inventions and other IP created or improved as part of your work for us, assisting with the preparation and prosecution of patent applications, protecting confidential information, and avoiding the improper use of third-party confidential information or IP (as further described below).

2. Protecting Confidential Information About the Company and Others

In carrying out the Company’s business, you may learn confidential or proprietary information about the Company and its collaborators or business partners. For purposes of this policy, confidential or proprietary information of the Company, and of other companies, institutions and persons, includes any non-public information that would be harmful to the relevant company or useful to competitors if disclosed. 

You must maintain the confidentiality of information about the Company and other companies entrusted to you by the Company, use the information only for permissible business purposes, and in accordance with any restrictions imposed by the disclosing party, and limit dissemination of the confidential information, both inside and outside the Company, to people who need to know the information for business purposes and who are bound by similar obligations of confidentiality, unless disclosure is authorized or legally mandated. In addition, you should not discuss sensitive matters or confidential information in public places.

Employees may sometimes need to disclose our confidential information in the course of performing their jobs. If you need to disclose confidential information belonging to the Company, you should do so only after entering into an appropriate non-disclosure agreement (NDA), in accordance with the Company’s policies and practices.

You should never disclose or attempt to obtain a competitor’s confidential information improperly. This includes asking another employee to disclose confidential information they received while working at another company.  If you obtain another company’s confidential information accidentally or from an unknown source, it may be unethical or even illegal to use the information. You should immediately contact our General Counsel to determine how to proceed.

The obligation to protect confidential information does not end when you terminate your relationship with the Company. Any questions about whether information is confidential should be directed to the General Counsel.

3. Requests by Regulatory Authorities

Stewardship of the information we receive from other parties, including our suppliers, vendors, collaborators, and other business partners, is a responsibility we embrace. All government requests for our information, documents or interviews of our employees should be referred immediately to our General Counsel. 

I. Public Communications

Because any external communications can affect our business, you must be thoughtful and conscientious about what you say and write in public on the Company’s behalf, including through social media. In general, only people who have been specifically authorized may speak or post on behalf of the Company without prior approval. If you are approached by anyone such as a member of the press, analyst, or current or potential investor of the Company, please refer the individual to our CEO or General Counsel.

J. Financial Matters

You are expected to act responsibly and exercise sound judgment with respect to our finances and financial reporting. Investors rely on accurate and fair financial and business information to understand our financial results and make informed decisions. You may execute financial transactions only with authorization and in compliance with our policies. You also are expected to record and report all financial transactions and business information honestly and accurately, to comply with our system of internal controls, and to follow applicable laws, regulations and accounting practices.

K. Guidance and Reporting

You are encouraged to seek guidance from your manager or other appropriate Company personnel when in doubt 

about the best course of action to take in a particular situation. Questions regarding this Code can always be directed to the General Counsel.

If you know of or suspect a violation of this Code, or of applicable laws and regulations, 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.

Violations of this Code may result in disciplinary action, up to and including termination. Moreover, employees or officers who direct or approve of any conduct in violation of this Code, or who have knowledge of such conduct but do not immediately report it may also be subject to disciplinary action, up to and including termination of employment. A director who violates this Code or directs or approves conduct in violation of this Code will be subject to action as determined by the Board. Furthermore, violations of some provisions of this Code are illegal and may subject you to civil and criminal liability. 

L. Amendment

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