1. Introduction

1.1. The Board of Directors of SK Pharmteco Inc. (together with its subsidiaries, the “Company”) has adopted this Code of Ethics and Business Conduct (this “Code”) in order to:

• a) promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest;
• b) promote full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, governmental authorities, such as the U.S. Food and Drug Administration, and in other public communications made by the Company;
• c) promote compliance with applicable governmental laws, rules and regulations;
• d) promote the protection of Company assets, including corporate opportunities and confidential information;
• e) promote fair dealing practices;
• f) deter wrongdoing; and
• g) ensure accountability for adherence to this Code.

1.2. All directors, officers and employees are required to be familiar with this Code, comply with its provisions and report any suspected violations as described below in Section 10 (Reporting and Enforcement).  The officers and senior management of the Company will oversee training of the Company’s employees about this Code.

2. Honest and Ethical Conduct

2.1. The Company’s policy is to promote high standards of integrity by conducting its affairs honestly and ethically to avoid any and all actual or perceived improprieties.

2.2. Each director, officer and employee must act with integrity and observe the highest ethical standards of business conduct in his or her dealings with the Company’s customers, suppliers, partners, service providers, competitors, shareholders, employees and anyone else with whom he or she has contact in the course of performing his or her job.

2.3. The Company ensures that our partners, vendors and suppliers adhere to a code of ethics and business conduct no less rigorous than this Code.

3. Conflicts of Interest

3.1. A conflict of interest occurs when an individual’s private interest (or the interest of a member of his or her family) interferes, or even appears to interfere, with the interests of the Company as a whole.  A conflict of interest can arise when an employee, officer or director (or a member of his or her family) takes actions or has interests that may make it difficult to perform his or her work for the Company objectively and effectively.  Conflicts of interest also arise when an employee, officer or director (or a member of his or her family) receives improper personal benefits as a result of his or her position in the Company, such as accepting gifts, meals, or entertainment from someone that does business with or seeks to do business with the Company.

3.2. Loans by the Company to, or guarantees by the Company of obligations of, employees or their family members are of special concern and could constitute improper personal benefits to the recipients of such loans or guarantees, depending on the facts and circumstances.  Loans by the Company to, or guarantees by the Company of obligations of, any director or officer or their respective family members are expressly prohibited.

3.3. Whether or not a conflict of interest exists or will exist can be unclear.  Conflicts of interest should be avoided unless specifically authorized as described in Section 3.4.

3.4. Persons other than directors and officers who have questions about a potential conflict of interest, or who become aware of an actual or potential conflict involving themselves, should discuss the matter with, and seek a determination and prior authorization or approval from, their supervisor.  A supervisor may not authorize or approve conflict of interest matters or make determinations as to whether a problematic conflict of interest exists without first providing the Legal Department with a written description of the activity and seeking the Legal Department’s written approval.  If the supervisor is themself involved in the potential or actual conflict, the matter should instead be discussed directly with the Legal Department.  Actual or potential conflicts involving others should be reported to the Company in accordance with Section 10.1 (Reporting Violations).

Directors and officers must seek determinations and prior authorizations or approvals of potential conflicts of interest exclusively from the Board of Directors or an appropriate committee thereof.

4. Compliance

4.1. Employees, officers and directors should comply, both in letter and spirit, with all applicable laws, rules and regulations in the cities, states and countries in which the Company operates.

4.2. The Company’s corporate values include an emphasis on respecting others and acting with integrity at all times.  The Company does not tolerate the use of child labor or the acquisition of goods produced by entities that utilize child labor.  The Company also does not tolerate engaging in, or doing business with entities that engage in, human trafficking.

4.3. The Company is committed to diversity and inclusion in the workplace.  The Company does not tolerate any form of discrimination, including discrimination based on race, creed, color, ethnicity, age, gender identification, sexual orientation, religion, pregnancy, marital status, disability, veteran or military status, and any other status protected by applicable laws, rules and regulations.  Additionally, harassment and bullying are not tolerated.  Bullying or intimidation is the repeated, or abusive, demeaning and downgrading of others through words, actions, and communications that erode self-confidence and undermine self-esteem.  Harassment is unwelcome conduct—whether verbal, nonverbal, or physical—that is based on any impermissible characteristic as defined by applicable law, and that affects an individual’s employment or creates an intimidating, hostile, degrading, or offensive environment.  The Company will not tolerate harassment, intimidation, or bullying of employees under any circumstance.  Each director, officer and employee is encouraged to help each other by speaking out when another individual’s conduct makes anyone uncomfortable.  Should anyone observe any of these behaviors, please notify a supervisor or the Human Resources Department.  Alternatively, the SK Reporting Channel may be available—see Section 10.1 (Reporting Violations) for detailed information about this resource.

4.4. Although not all employees, officers and directors are expected to know the details of all applicable laws, rules and regulations, it is important to know enough to determine when to seek advice from appropriate personnel.  Questions about compliance should be addressed to the Legal Department.

4.5. No director, officer or employee may purchase or sell any Company securities while in possession of material nonpublic information regarding the Company, nor may any director, officer or employee purchase or sell another company’s securities while in possession of material nonpublic information regarding that company.  It is against Company policies and illegal for any director, officer or employee to use material nonpublic information regarding the Company or any other company to:

• a) obtain profit for himself or herself; or
• b) directly or indirectly “tip” others who might make an investment decision on the basis of that information.

5. Disclosure

5.1. The Company’s applications, reports and other documents filed with any governmental entity, including all financial statements and other financial information, must comply with applicable laws and rules.

5.2. Each director, officer and employee who contributes in any way to the preparation or verification of the Company’s financial statements and other financial information must ensure that the Company’s books, records and accounts are accurately maintained.  Each director, officer and employee must cooperate fully with the Company’s accounting and internal audit departments, as well as the Company’s independent public accountants and counsel.

5.3. Each director, officer and employee who is involved in the Company’s disclosure process must:

• a) be familiar with and comply with the Company’s disclosure controls and procedures and its internal control over financial reporting; and
• b) take all necessary steps to ensure that all filings with any governmental entity and all other public communications about the financial and business condition of the Company provide full, fair, accurate, timely and understandable disclosure.

6. Protection and Proper Use of Company Assets

6.1. All directors, officers and employees should protect the Company’s assets and ensure their efficient use.  Theft, carelessness and waste have a direct impact on the Company’s profitability and are prohibited.

6.2. All Company assets should be used only for legitimate business purposes.  Any suspected incident of fraud or theft should be reported for investigation immediately.

6.3. The obligation to protect Company assets includes the Company’s proprietary information.  Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business and marketing plans, engineering and manufacturing ideas, designs, databases, records, formulas, processes and any nonpublic financial data or reports.  Unauthorized use or distribution of this information is prohibited and could also be illegal and result in civil or criminal penalties.

7. Corporate Opportunities All directors, officers and employees owe a duty to the Company to advance the Company’s interests when the opportunity arises. Directors, officers and employees are prohibited from taking for themselves personally (or for the benefit of friends or family members) opportunities that are discovered through the use of Company assets, property, information or position.  Directors, officers and employees may not use Company assets, property, information or position for personal gain (including gain of friends or family members).  In addition, no director, officer or employee may compete with the Company.

8. Confidentiality

8.1. Directors, officers and employees should maintain the confidentiality of information entrusted to them by the Company or by its customers, suppliers or partners, except when disclosure is expressly authorized or is required or permitted by law.  Confidential information includes all nonpublic information (regardless of its source) that might be of use to the Company’s competitors or harmful to the Company or its customers, suppliers or partners if disclosed.

8.2. We protect customers’ personal data and intellectual property in accordance with applicable laws and standards respecting all obligations of confidentiality.

9. Fair Dealing Each director, officer and employee must deal fairly with the Company’s customers, suppliers, partners, service providers, competitors, shareholders, employees and anyone else with whom he or she has contact in the course of performing his or her job. No director, officer or employee may take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of facts or any other unfair dealing practice.

10. Reporting and Enforcement

10.1. Reporting Violations

• a) Our parent company, SK Inc., as created an online reporting channel as one resource for reporting potential violations of this Code (the “SK Reporting Channel”). The SK Reporting Channel can be accessed at https://ethics.sk.co.kr/.  Reports to the SK Reporting Channel can be made anonymously.
• b) Actions prohibited by this Code involving directors or officers must be reported to either (i) the Board of Directors by contacting the Secretary of the Company via telephone, email or in-person discussion, (ii) an appropriate committee of the Board of Directors by contacting the Secretary of the Company via telephone, email or in-person discussion or (iii) the SK Reporting Channel.
• c) Actions prohibited by this Code involving anyone other than a director or officer must be reported to either (i) the reporting person’s supervisor and Human Resources who can seek assistance from the Legal Department, or (ii) the SK Reporting Channel.

10.2. Investigation of Violations

• a) After receiving a report of an alleged prohibited action, the Board of Directors, an appropriate committee thereof or the relevant supervisor and Human Resources must promptly take all appropriate actions necessary to investigate.
• b) All directors, officers and employees are expected to cooperate in any internal investigation of misconduct.

10.3. Enforcement

• a) The Company must ensure prompt and consistent action against violations of this Code.
• b) If, after investigating a report of an alleged prohibited action by a director or officer, an appropriate committee of the Board of Directors determines that a violation of this Code has occurred, such committee will report such determination to the Board of Directors.
• c) If, after investigating a report of an alleged prohibited action by any other person, the relevant supervisor, in consultation with the Legal Department, determines that a violation of this Code has occurred, such supervisor will report such determination to the VP Human Resources.
• d) Upon receipt of a determination that there has been a violation of this Code, the Board of Directors or the VP Human Resources will take such preventative or disciplinary action as it deems appropriate, including, but not limited to, reassignment, demotion, dismissal and, in the event of criminal conduct or other serious violations of the law, notification of appropriate governmental authorities.

10.4. Waivers

• a) Each of the Board of Directors or an appropriate committee thereof (in the case of a violation by a director or executive officer) and the Chief Executive Officer (in the case of a violation by any other person) may, in its discretion, waive any violation of this Code. Due consideration will be given to persons who self-report any engagement in unethical or unlawful conduct or any potential violations of this Code.
• b) Any waiver for a director or an executive officer shall be disclosed as required by applicable laws and rules.

10.5. Prohibition on Retaliation

• a) The Company does not tolerate acts of retaliation against any director, officer or employee who makes a good faith report of known or suspected acts of misconduct or other violations of this Code, or who cooperates with any investigation of misconduct. This means the Company will not discharge, demote, suspend, threaten, harass, or in any manner retaliate against anyone who in good faith makes a complaint, reports a potential violation, or raises a concern about any actual or suspected violation of this Code, or any applicable laws, rules or regulations, including through use of the SK Reporting Channel.
• b) Supervisors, working together with the Human Resources Department, are responsible for taking appropriate measures within their areas of responsibility to prevent any retaliation.
• c) If any employee believes that such employee has been retaliated against for providing such information, immediately contact the Human Resources Department or the SK Reporting Channel.

* * * * *