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EVITI, INC.
CONFLICT OF INTEREST POLICY

1. INTRODUCTION

Although corporate and industry involvement may play a significant role in medical research and the development of protocols and processes, the financial and other incentives that accompany such involvement may lead to conflicts of interest. eviti, Inc. (the “Company”) depends on maintaining its objectivity and its integrity, without being influenced, or appearing to be influenced, by conflicting interests. The Company strives for balance, independence, objectivity, and scientific rigor in all of its activities. This Conflict of Interest Policy (this “Policy”) has been developed to safeguard the Company’s integrity and preserve the high level of confidence that the public, patients, payers, researchers and medical professionals have in the Company and its processes and products, including, without limitation, with respect to: the gathering of evidenced-based intelligence; the maintenance of a library of current unbiased treatment protocols and standards; the development of proprietary technology; and the provision of expert individualized case management services (collectively, the “Company’s Business”).

This Policy is applicable to all of our advisors, directors, officers and employees (“Covered Persons”) and sets forth the standards to which we hold Covered Persons. This Policy is intended to supplement, not replace, any applicable state and federal laws governing conflicts of interest. The Company and all Covered Persons must conduct themselves accordingly and seek to avoid even the appearance of improper behavior in any way relating to the Company’s Business. Any person who has any questions about this Policy should consult the President, Chief Financial Officer or the Company’s outside counsel as appropriate.

2. RESPONSIBILITY FOR PROPER BEHAVIOR

Every person affiliated with the Company bears personal responsibility for his or her own actions and plays a role in the Company’s compliance efforts. As such, every person has a responsibility to know what is in this Policy and what steps to take if something appears contrary to this Policy. Every Covered Person shall sign a statement that affirms that he or she has received a copy of this Policy, has read and understands it, and has agreed to comply with it. The Board of Directors of the company (“Board”) shall ensure compliance by the Company, and each Covered Person shall complete a questionnaire disclosing his or her actual and potential conflicts of interest on an annual basis (in addition to disclosing potential conflicts that may arise in the interim).

3. CERTAIN DUTIES OF COVERED PERSONS

  1. Duty of Loyalty / Conflicts of Interest. The Company and each Covered Person must act with loyalty to the Company and not advance the interests of any outside influence within the Company. Neither the Company nor any Covered Person may engage in any transaction or arrangement or undertake positions with other organizations that involve a conflict of interest or compromise the integrity and independence of the Company, as determined by the Board. The Board shall monitor the Company’s actions and each Covered Person shall disclose all actual and potential conflicts.
  2. Compliance with Laws, Rules and Regulations. The Company and each Covered Person must respect and obey all laws, rules and regulations applicable to the Company’s Business, including local laws in the jurisdictions in which the Company operates.

4. RESTRICTIONS ON PAYMENTS TO THE COMPANY

The Company believes that certain practices are inconsistent with the independent and objective gathering of evidenced-based intelligence, the maintenance of a library of current unbiased treatment protocols and standards, and the development of proprietary technology to identify specific regimens. As a result the Company, as a matter of policy, does not permit any payment to the Company from any third party, including without limitation from any pharmaceutical, biotechnology, drug development, medical device or disease management company, or any health plan, insurer, or pharmacy/PBM or any research institution, in connection with, or with respect to, the:

  1. Development and Maintenance of the Company’s Library – The Company does not and will not receive any payment or compensation for the building (inclusion of regimens), maintenance and review of the Company’s Library.
  2. Advancement of any Treatment or Protocol – The Company does not and will not receive any payment or compensation in connection with the prescribed use of any regimen in the Company’s Library. The Company’s fees are not dependent upon or affected by the regimen or regimens that are prescribed. None of the regimens are proprietary to, or owned by, the Company. The Company does not and will not endorse or recommend any regimen.
  3. Inclusion or Use of any Data or Information – The Company does not and will not receive any payment or compensation in connection with the inclusion or use of any medical, clinical or scientific data or information that is incorporated into the Company’s Library or provided by the Company to any of its customers.

5. RESTRICTIONS ON PERSONNEL INVOLVED WITH COMPANY’S LIBRARY

Only employees of the Company will be involved in the building, maintenance and review of the Company’s Library. No consultant, contractor or other third party, including without limitation any stockholder of the Company not otherwise covered by this Policy, is or will be permitted to perform any task related thereto. These employees, like all other Covered Persons, must avoid conflicts of interest and the appearance of conflicts. The following additional restrictions are applicable to these employees:

  1. An individual who currently or within the past six months holds or held a position as an officer or director of, or a partner in, any pharmaceutical, biotechnology, drug development, medical device or disease management company, or any health plan, insurer, or pharmacy/PBM shall be excluded from performing these tasks.
  2. An individual whose spouse is an officer or director of, or a partner in, any pharmaceutical, biotechnology, drug development, medical device or disease management company, or any health plan, insurer, or pharmacy/PBM shall be excluded from performing these tasks.
  3. An individual who, or whose spouse, has received research funding (whether paid to such individual or the individual’s institution, practice or employer) as a principal investigator in the past twelve (12) months from any pharmaceutical, biotechnology, drug development, medical device or disease management company, or any health plan, insurer, or pharmacy/PBM shall be excluded from performing these tasks.
  4. An individual who, or whose spouse, holds a patent or other intellectual property or royalty rights in an oncology drug or any other drug, process, or development that may be beneficial to, or used by, any pharmaceutical, biotechnology, drug development, medical device or disease management company, or any health plan, insurer, or pharmacy/PBM shall be excluded from performing these tasks.
  5. No employee involved in the Company’s Library shall perform service as an advisor or consultant to any pharmaceutical, biotechnology, drug development or medical device company or receive any form of payment, including without limitation, lecture fees or other honoraria or gifts from any pharmaceutical, biotechnology, drug development, medical device or disease management company, or any health plan, insurer, or pharmacy/PBM.
  6. No employee involved in the Company’s Library shall be permitted to participate in the review of their own or their spouse’s research pertaining to any discovery, development, product or otherwise that may be beneficial to, or used by, any pharmaceutical, biotechnology, drug development or medical device company.
  7. No employee involved in the Company’s Library shall own the equity or debt securities of any pharmaceutical, biotechnology, drug development, medical device or disease management company, or any health plan, insurer, or pharmacy/PBM with a fair market value in excess of $75,000, unless such securities are an interest in securities held via a diversified fund, such as a mutual fund, which is under the control of another. All employees involved in the Company’s Library shall be required to disclose their direct ownership of the securities of any pharmaceutical, biotechnology, drug development or medical device company.

6. CONFLICTS OF INTEREST

The Company will, and expects that each Covered Person will, avoid conflicts of interest and the appearance of conflicts. No Covered Person will act in a manner detrimental to the Company or its customers, including without limitation any action that would impair the Company’s independence and integrity, during the course of their tenure with the Company.

It is almost always a conflict of interest for a Covered Person to work simultaneously for a competitor, customer or supplier. No Covered Person may work for a competitor as a consultant or serve as a member of a competitor’s board of directors. Covered persons will avoid any direct or indirect business connection with the Company's customers, suppliers and competitors, except on the Company's behalf.

Covered Persons are prohibited from taking for themselves personally or directing to a third party any opportunity that is discovered through the use of corporate property, information or position without the consent of the Board. No Covered Person may use corporate property, information or position for improper personal gain, and no director, officer or employee may compete with the Company directly or indirectly. Covered Persons owe a duty to the Company to loyally and zealously advance the Company’s legitimate interests and maintain the Company’s objectivity, integrity and independence.

7. DISCLOSURE AND EVALUATION OF CONFLICTS

  1. Disclosure by Covered Persons. Each Covered Person shall promptly and fully disclose all material facts of every actual or potential conflict of interest:
    1. Existing at the time when he or she becomes a Covered Person;
    2. That arises while he or she is a Covered Person, at the time such actual or potential conflict arises; and
    3. Annually.

    All disclosures involving a transaction or arrangement being considered at a meeting of the Board or a Committee shall be made to all members present at such meeting. All other disclosures shall be made to the President (who shall disclose his or her conflicts to the Board).

  2. Disclosure by the Company. The officers of the Company shall disclose to the Board any transaction or arrangement under consideration, other than those pertaining to the unbiased development and sale of eviti products and services, that pertain to any relationship with any pharmaceutical, biotechnology, drug development or medical device company, payer, researcher or healthcare professional. These arrangements will be evaluated by the Board to ensure that no relationship conflicts with the Company’s objectivity and integrity, or biases the Company. Such arrangements, if determined to not be a conflict and consummated by the Company shall be disclosed to the Company’s business partners.
  3. Evaluation.
    1. The Board will evaluate the disclosures and the material facts relating to the transaction or arrangement giving rise to the potential conflict of interest to determine whether they involve actual conflicts of interest and may attempt to develop alternatives to remove the conflict from the transaction or arrangement. The Board may, if appropriate, appoint a disinterested person or a duly authorized committee of the Board (“Committee”) to investigate alternatives to the proposed transaction or arrangement.
    2. A Covered Person who has an actual or potential conflict of interest shall not be present for, or shall leave any portion of, a meeting at which the Board or a Committee is voting to determine whether a conflict exists, but may be present prior to the vote to make a presentation to the Board or Committee, to disclose additional facts, or to respond to questions.
    3. Notwithstanding the foregoing, in any case in which a Covered Person has a position as a director, advisor, trustee or officer of an organization or entity with which the Company may undertake a matter, transaction or relationship, the Covered Person who serves in such position shall not be present for, and shall not participate in (other than to answer questions raised by the Board or the Committee), any portion of a meeting of the Board or a Committee at which such undertaking is considered.
  4. Formal Approval. The Company or a Covered Person may enter into a transaction or arrangement in which a conflict of interest may exist if:
    1. the potential conflict of interest has been disclosed and evaluated in accordance with this Policy;
    2. a majority of directors who have no interest in the transaction or arrangement approve the transaction or arrangement at a Board or Committee meeting after determining, in good faith and after reasonable investigation, that the transaction or arrangement is fair and reasonable to the Company and is in the Company’s best interest;
    3. in any arrangement or transaction involving compensation, remuneration or other economic or financial benefit to the Covered Person, the Board or Committee relies upon appropriate comparability data, such as an independent appraisal or an independent compensation study, in reaching its determination as to the fairness and reasonableness of the transaction or arrangement to the Company; and
    4. neither the transaction, nor the financial benefit to or from the party contracting with the Company, in any way suggests that the Company is being influenced, or appears to be influenced, by conflicting interests, or undermines, or calls into question, the Company’s independence, objectivity or integrity.

8. VIOLATIONS OF THIS POLICY

Violations of this Policy will be addressed by the President and the Board and may lead to disciplinary action, including without limitation, dismissal from the Company. Any violations of Section 4 or Section 5 will be promptly addressed and reported to the Company’s business partners along with the remedial action undertaken by the Company in connection with such violation.

9. COMPETITION AND FAIR DEALING

Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each director, officer and employee should endeavor to respect the rights of and deal fairly with the Company’s customers, suppliers, service providers, competitors and employees. Neither the Company, nor any director, officer nor employee should take unfair advantage of anyone relating to the Company’s business or operations through manipulation, concealment or abuse of privileged information, misrepresentation of material facts or any unfair dealing practice.

10. PAYMENTS TO GOVERNMENT PERSONNEL

The U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make illegal payments to government officials of any country.

In addition, the U.S. government has a number of laws and regulations regarding business gratuities that may be accepted by U.S. government personnel. The promise, offer or delivery to an official or employee of the U.S. government of a gift, favor or other gratuity in violation of these rules would not only violate Company policy but could also be a criminal offense. State and local governments, as well as foreign governments, may have similar rules.

11. AMENDMENTS AND WAIVERS

Any amendment to this Policy and any waiver of this Policy for directors or executive officers may be made only by the Board or a Committee.

12. REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR

Directors and officers are encouraged to talk to the President, Chief Financial Officer or outside counsel, and employees are encouraged to talk to supervisors, managers, or other appropriate personnel, when in doubt about the best course of action in a particular situation. All Company personnel should report any observed illegal or unethical behavior and any perceived violations of laws, rules, regulations or this Policy to appropriate personnel. It is the policy of the Company not to allow retaliation for reports of misconduct by others made in good faith. All Company personnel are expected to cooperate in internal investigations of misconduct.

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