Effective Date: September 30, 2024

Supplier Code of Conduct

 

1. Introduction

 

Perceptive Informatics, LLC and its affiliates (“Perceptive”) believes that a strong relationship with our Suppliers is critical to ensuring our company’s success. This Supplier Code of Conduct (Code) communicates our requirements to our Suppliers. This will ensure that anyone who works for us and our Customers shares our values and works to the highest ethical standards.

 

1. Expectations

Ethical business conduct is everyone’s responsibility. This Code is the foundation of our relationship with our Suppliers, creating a mutual understanding of our company’s core values and beliefs and ensuring consistent compliance from all of our Suppliers.

This Code sets forth the principles and requirements for establishing and maintaining a business relationship with Perceptive. Perceptive reserves the right to monitor Suppliers’ ongoing compliance with these principles and requirements.

Suppliers are responsible for ensuring that you and your employees understand and comply with the principles in this Code and that third parties you engage also apply the same or substantially similar principles.

 

 

III.  Scope

This Code applies to any company or person who provides goods or services to Perceptive. We expect that you read and understand this Code and ensure that your code is substantially in alignment with this Code. If not, you must ensure that anyone who works on behalf of Perceptive understands and complies with this Code.

Perceptive is committed to complying with the laws of the countries in which we operate. Laws and regulations are complex and vary from country to country. Suppliers must comply with the laws and regulations in each country where you conduct business. When working across multiple countries, you must comply with the more restrictive requirements.

This Code does not provide the answer to every situation or question you may face. You have a responsibility to use good judgment, to comply with the spirit of the Code and to seek help if you have questions or concerns. If the right course of action is not clear, consult Perceptive’s Legal Department. You can email us at compliance@perceptive.com for guidance.

 

 

1. Business Integrity

 

We hold all Suppliers to the highest ethical standards and expect them to conduct business honestly and ethically. This means doing the right thing and complying with applicable laws and regulations.

1. Adherence to Applicable Laws and Regulations

 

Suppliers must comply with all applicable laws, rules, regulations and industry standards of the countries in which they operate, including applicable U.S. laws, as well as this Code.

 

1. Anti-Bribery and Anti-Corruption

 

Corruption in any form is strictly prohibited. There are many forms of corruption, including fraud, bribery, kickbacks, facilitation payments, and extortion. Corruption may involve cash payments or providing anything of value.

 

Suppliers must not, either directly or indirectly, pay, offer, promise, ask for, accept, or agree to accept any bribe or kickbacks to or from any person, including government or political party officials, officials of international organizations, candidates for public office, or representatives of other businesses or persons acting on behalf of any of the foregoing, to retain or gain a commercial advantage – or even appear to do so.

 

1. Government Officials

 

Perceptive prohibits Suppliers or any of its employees, agents, officers or other members of its management, contractors or subcontractors from being officials, officers, agents, or representatives of any government or political party or international organization where they may be in positions of official government authority able to use that position to improperly assist or aid Perceptive or its Customers to obtain or maintain business or obtain a business advantage. Facilitation payments, either directly or indirectly, are prohibited regardless of their value.

1. Accuracy of Business Records

Suppliers must maintain up-to-date books and records, including proper accounting for all payments and expenses made on behalf of or from funds provided by Perceptive, to demonstrate compliance with applicable laws and regulations and Generally Accepted Accounting Principles. Suppliers must have accounting and financial internal controls to ensure records are accurate and complete in all material respects.

1. Gifts and Entertainment

In the normal course of business there may be occasions that involve the giving or receiving of infrequent, nominal value, business-related entertainment or gifts. The following guidelines govern the giving or acceptance of entertainment and gifts to or from any person or organization associated with Perceptive.

Perceptive Suppliers may offer or accept entertainment only when it is permitted by local laws and codes, is infrequent, of customary and reasonable value, and not intended to influence decision-maki ng or obtain an unfair advantage.

• Permissible gifts include items of nominal value (e.g. branded items); and
• Perishable items of reasonable value (e.g. food, candy or flowers).

Business meals attended by both Supplier and Perceptive representative(s) are permissible if they are modest, infrequent, not excessive or lavish in nature, are for appropriate business purposes (e.g. to promote business relations), and do not violate applicable laws, regulations or codes.

Any gifts, entertainment or hospitality provided must not be intended to influence decision-making or obtain unfair advantage, and must not create, or be perceived to create a conflict of interest with Perceptive’s business interests.

Hospitality, gifts and entertainment in the contract “pre­award” or negotiating period, other than permissible business meals, are not permitted.

Except as permitted above, Suppliers must not offer, and Perceptive colleagues (and members of their immediate family) must not accept or solicit, directly or indirectly, from any Supplier, current or potential, any gifts, including but not limited to the following:

• Any lavish or excessive entertainment, gifts, or hospitality
• Cash payments
• Cash equivalent s (e.g. gift certificates/cards, vouchers, checks, lottery tickets)
• Travel and accommodations
• Vacations
• Services / Favors
• Job Opportunities
• Loans
• Discounts that are not available to all Perceptive colleagues

Gifts, business meals, or entertainment, of any value, must never be offered to or from any government official or their associates. Special care is required when dealing with Healthcare Professionals (HCPs). In many countries, HCPs are government officials subject to special rules and regulations. Gifts and entertainment to or from HCPs are not permitted. Business meals for HCPs may be permissible provided they have been approved by Perceptive in advance.

Questions regarding permissible gifts, entertainment, or hospitality can be addressed to compliance@perceptive.com or to your Perceptive Procurement contact.

1. Sanctions

Suppliers must not at any time, directly or indirectly, use or engage in any capacity, in connection with the goods or services provided to Perceptive, any entity or person in any U.S. Office of Foreign Assets Control (OFAC) or other non-US government (European Union, United Nations, etc.) sanctioned country or with any entity or person that is found within the US Treasury Department’s Specially Designated Nationals List (SDN). Suppliers must have appropriate due diligence policies and procedures in place that ensure they do not hire, engage, or work with any country, individual, or entity on any applicable sanctions list.

1. Trade Compliance

Suppliers must comply with all applicable laws and regulations regarding import and export controls, licensing, sanctions, denied parties, embargoes, anti-boycotts and other trade restrictions that have been approved by recognized national and international authorities. Each country may have different requirements for clearing goods and for keeping records. Suppliers must maintain complete and accurate import/export records.

1. Conflicts of Interest

Suppliers are responsible for avoiding situations that present, or create the appearance of, a conflict between their interests and their obligations to Perceptive and our obligations to our business partners.

If a Supplier becomes aware of any actual, apparent or potential conflict of interest between the Supplier’s interest, duties, obligations or activities, including that of an individual employee, Perceptive must be notified immediately.

1. Fair Competition and Antitrust

We believe that fair competition is in everyone’s best interest. We require Suppliers to abide by all global fair competition and anti-trust laws and regulations and to compete fairly.

1. Confidential Information

Confidentiality is crucial to Perceptive and our Customers. Suppliers shall have processes in place to ensure that the confidentiality of all information is guaranteed by all Suppliers and their representatives. Approved confidentiality agreements must be entered into by Supplier if confidential information is to be shared. Sharing of such information with authorized recipients must only be on a “need to know” basis. All other sharing of confidential information is prohibited.

1. Protection and Use of Information

While conducting day-to-day business with Perceptive, a Supplier may be given access to Perceptive’s or our Customers’ confidential information, including intellectual property, study data and documents, and personal information. Personal information means any information relating to an identifiable individual person.

Suppliers shall process Perceptive’s and our Customers’ personal data solely in accordance with Perceptive’s and our Customers’ instructions. Supplier must not use any personal data for their own purposes.

Suppliers must have adequate data privacy and security measures to ensure that confidential and personal information is protected and remains confidential and must only use such information as is appropriate for the delivery of goods and services to Perceptive. Suppliers must not disclose this information or transfer it unless given written permission from Perceptive. Suppliers must comply with all applicable data privacy laws and regulations.

1. Intellectual Property

Suppliers shall respect Perceptive’s and our Customers’ intellectual property rights, including processes, information, copyrights, trademarks, patents, in-house developed software, trade secrets, decision rights, logos, and brands and know-how. Suppliers are required to take the necessary precautions to safeguard any intellectual property they develop or possess on behalf of Perceptive.

1. Insider Training

Supplier may be given access to material or non-public information about Perceptive, our Customers and other companies that we do business with. Material information is information that a reasonable investor would consider important to a decision to buy, hold or sell stock or other securities and which could therefore reasonably affect the price of stock or other securities. This is sometimes known as “insider information”.

Suppliers, your employees and representatives must not buy or sell securities in your own account or any account over which you exercise control (alone or with others), when you are in possession of non-public, material information associated with stock or other securities. In addition, you may not pass along any non-public, material information or advise anyone to buy or sell securities while in possession of this non-public, material information.

1. Political Contributions

All political contributions must be made in compliance with applicable laws, regulations and industry standards. Suppliers are prohibited from giving any political support (e.g., financial or resources) on behalf of Perceptive or our customers.

 

1. Labor and Human Rights

 

Suppliers are required to follow all general workplace standards, including those governing hiring, separation, compensation and the treatment of employees. This commitment establishes and ensures a supportive working environment for all employees.

 

1. Non-Discrimination

 

Suppliers shall provide a workplace free from discrimination. Discrimination on any basis, including race, religion, gender, sexual orientation, marital status, disability, nationality, veteran status, trade union membership, political opinion or any other protected class is prohibited.

 

1. Anti-Harassment

 

Workers have a right to a workplace free of harassment or discrimination in any form. Perceptive requires that its Suppliers prohibit all types of harassment including, but not limited to, physical, verbal, visual, psychological, sexual harassment or other conduct of any kind that creates an intimidating, offensive or hostile work environment.

 

1. Human Rights

 

Suppliers must respect human rights and warrant that all employees work on a voluntary basis and must prohibit all forms of human rights abuses, including child labor, forced, involuntary, or indentured labor, slavery, human trafficking and physical punishment.

 

Supplier’s must respect employees’ rights to join, not join, or form a trade organization for the purpose of collective bargaining and will not discriminate, interfere, retaliate or

harass any employee who exercises their right.

 

Suppliers shall encourage and facilitate the reporting of concerns or illegal activities in the workplace and shall promptly investigate any reports received. Suppliers must ensure that employees can report such concerns without fear of retaliation or reprisal of any kind.

 

1. Wages, Benefits and Working Hours

 

Suppliers shall comply with all applicable wage and hour laws and regulations.

1. Diversity

Suppliers must be committed to building and promoting an environment that is inclusive of all people and their unique abilities, strengths and differences. Inclusion means creating a workplace where people can be themselves regardless of their gender, gender identity, religion, age, race, color, disability, ethnicity, cultural affiliation, sexual orientation or beliefs.

 

1. Environmental, Health and Safety Practices

 

Suppliers must provide their employees with a healthy and safe workplace in compliance with all local and national health and safety regulations and ensure safety management systems are in place to prevent work-related personal injuries.

 

1. Worker Safety and Protection

 

Suppliers must protect employees from chemical, biological and physical hazards, in addition to the prevention of onsite accidents. To help ensure safety, Suppliers must provide employees with the necessary training and protective equipment.

 

Suppliers must maintain records documenting workplace injuries and health and safety trainings. Suppliers must implement emergency response plans, including evacuation drills, fire detection equipment, and first aid supplies, to ensure the safety of workers.

 

 

 

1. Sustainability

 

Perceptive seeks to create a sustainable environment and we require our Suppliers to do the same. Suppliers must comply with laws regarding environmental practices and should strive to consistently improve their own environmental performance and reduce their environmental footprint.

 

1. Pollution Prevention

 

To promote a sustainable environment, Suppliers shall strive to reduce their resource consumption and use, including implementing improvement plans for waste reduction, recycling and water and energy conservation policies.

 

1. Permits and Reporting

 

Suppliers shall obtain and maintain all required environmental permits and follow applicable reporting requirements.

 

VII. Management Systems

 

Suppliers are required to have appropriate and effective management systems to enable adherence to this Code.

 

1. Commitment and Accountability

 

Suppliers will demonstrate commitment to the principles contained within this Code by allocating appropriate resources and maintaining adequate documentation to demonstrate conformance with the principles and values within this Code and compliance with all laws, regulations and standards.

 

1. Subcontractors

 

Perceptive must be informed in writing of all subcontractors involved in providing goods or services to Perceptive. Suppliers will only accept ethical and lawful behavior from all persons or entities who may act on your behalf to perform services for Perceptive. This Code must flow down to your subcontractor contracts.

 

1. Risk Management

 

Suppliers shall have a risk management plan to identify, assess, and manage risks in all areas on an ongoing basis. This includes assessing risks associated with persons or entities who act for you.

 

1. Business Continuity and Disaster Recovery

 

Suppliers shall implement and maintain business continuity and disaster recovery plans for all operations supporting any goods or services provided to Perceptive or our Customers. Business continuity plans and disaster recovery plans must be tested regularly.

 

1. Audits and Inspections

 

Perceptive reserves the right to audit Suppliers upon reasonable notice to ensure compliance with the standards in this Code. Suppliers shall provide Perceptive with necessary information and allow Perceptive or its representative access to the Suppliers’ relevant premises and documentation in order to verify that the Suppliers, their employees and subcontractors comply with this Code. Findings inconsistent with this Code must be promptly corrected. Suppliers must fully investigate any non-compliances and incidents and take corrective and preventative actions, as needed.

 

VIII.      Speaking Up and Ethics Hotline

 

1. Ethics Hotline

Perceptive encourages individuals to report any questions or concerns, including concerns regarding violations of this Code, via to file a web-based report. These reports can be filed from within or outside the Perceptive network.

Suspected violations of this Supplier Code of Conduct can also be reported to compliance@perceptive.com.

1. No Retaliation

Perceptive prohibits and does not tolerate any retaliation taken against an individual who, in good faith, has reported a suspected violation of this Supplier Code of Conduct.

When a potential violation has been reported, Perceptive will investigate the report to the fullest extent possible and respond appropriately.