1001 Durham Ave South Plainfield, NJ 07080 | 908.941.5456

Corporate Compliance

About the Code of Business Conduct


PuraCap Pharmaceutical, LLC (PuraCap) is committed to the highest standards of business conduct in our relationships with each other and with our clients, stockholders and others. The Company’s Code helps us in this endeavor by providing a statement of the fundamental principles and key policies and procedures that govern the conduct of our business.


Our business depends on the reputation of all of us for integrity and principled business conduct. Thus, in many instances, the policies referenced in this Code go beyond the requirements of the law.


The Code is a statement of policies for individual and business conduct and does not, in any way, constitute an employment contract or an assurance of continued employment.


Meeting Our Shared Obligations


Each of us is responsible for knowing and understanding the policies and guidelines contained in the following pages. If you have questions, ask them; if you have ethical concerns, raise them. Any member of the Compliance Committee, which is responsible for overseeing and monitoring compliance with this Code, and the other resources identified in this Code are available to answer your questions and provide guidance and for you to report suspected misconduct. Our conduct should reflect the Company’s values, demonstrate ethical leadership, and promote a work environment that upholds the Company’s reputation for integrity, ethical conduct and trust.




We are all expected to dedicate our best efforts to advancing the Company’s interests and to make decisions that affect the Company using objective and independent standards.


Conflicts of Interest


A conflict of interest occurs when your private interests interfere in any way, or even appear to interfere, with the interests of the Company. A conflict situation can arise when you take actions or have interests that make it difficult for you to perform your Company work objectively and effectively. Your obligation to conduct the Company’s business in an ethical manner includes the ethical handling of actual or apparent conflicts of interest between personal and business relationships, including full disclosure of such conflicts. Although we cannot list every conceivable conflict, the following are some common examples that illustrate actual or apparent conflicts of interest.


Improper Personal Benefits from the Company


Conflicts of interest arise when you or a member of your family receives improper personal benefits as a result of your position in the Company. You may not accept any benefits from the Company that have not been duly authorized and approved in writing pursuant to Company policy and procedure or by your supervisor and the CEO, including any advances of payroll, Company loans or guarantees of your personal obligations.


Financial Interests in Other Businesses


Subject to the last sentence of this section, (1) you may not own an interest in a company that competes with PuraCap Pharmaceutical; (2) you may not own an interest in a company that does business with PuaCap (such as a PuraCap customer or supplier) without the prior written approval of the Legal Department; and (3) executive officers and members of the Board of Directors must obtain the written approval of the Chair of the Compliance Committee of the Board of Directors (the “Compliance Committee”) before making any such investment. However, it is not typically considered a conflict of interest (and therefore, prior approval is not required) to make investments of no more than 1% of the outstanding securities of competitors, customers or suppliers that are public companies (in other words, companies with stock listed on a national or international securities exchange), so long as the interest is not so significant that it would affect your decisions on behalf of PuraCap.


Business Arrangements with the Company


Without prior written approval from the Chief Executive Officer (“CEO”), you may not participate in a joint venture, partnership or other business arrangement with the Company. Executive officers and members of the Board of Directors must obtain the written approval of the Chair of the Compliance Committee before participating in such an arrangement.


Outside Employment or Activities with a Competitor


Simultaneous employment with or serving as a director of a competitor of the Company is strictly prohibited, as is any activity that is intended to or that you should reasonably expect to advance a competitor’s interests. You may not market products or services in competition with the Company’s current or potential business activities. It is your responsibility to consult with the Legal Department to determine whether a planned activity will compete with any of the Company’s business activities before you pursue the activity in question.


Outside Employment with a Customer or Supplier


Without prior written approval from the CEO, you may not be a customer or be employed by, serve as a director of or represent a customer of the Company. Similarly, without prior written approval from the Legal Department, you may not be a supplier or be employed by, serve as a director of or represent a supplier to the Company. Executive officers and members of the Board of Directors must obtain the written approval of the Chair of the Compliance Committee before participating in such an arrangement.


Corporate Opportunities


We each owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises. If you learn of a business or investment opportunity through the use of Company property or information or your position at the Company, such as from a competitor or actual or potential customer, supplier or business associate of the Company, you may not participate in the opportunity or make the investment without the prior written approval of the Legal Department. Such an opportunity should be considered an investment opportunity for the Company in the first instance. (Directors’ duties to present corporate opportunities to the Company are more extensive than as set forth above.)


Family Members Working in the Industry


You may find yourself in a situation where your spouse or significant other, your children, parents, or in-laws, or someone else with whom you have a familial relationship is a competitor, supplier or customer of the Company or is employed by one. Such situations are not prohibited, but they call for extra sensitivity to security, confidentiality and conflicts of interest. You must disclose any such situation to the Legal Department to assess the nature and extent of any concern and how it can be resolved. In some instances, any risk to the Company’s interests is sufficiently remote that the Legal Department may only remind you to guard against inadvertently disclosing PuraCap’s confidential information and not to be involved in decisions on behalf of Puracap that involve the other company.


Entertainment, Gifts and Gratuities


Receipt of Gifts and Entertainment


When you are involved in making business decisions on behalf of the Company, your decisions must be based on uncompromising, objective judgment. When interacting with any person who has business dealings with the Company (including suppliers, customers, competitors, contractors and consultants), you must conduct such activities in the best interest of the Company, using consistent and unbiased standards. You must never accept gifts or other benefits if your business judgment or decisions would be affected.


You must never request or ask for gifts, entertainment or any other business courtesies from people doing business with the Company. Unsolicited gifts and business courtesies, including meals and entertainment, are permissible if they are customary and commonly accepted business courtesies; not excessive in value; and given and accepted without an express or implied understanding that you are in any way obligated by your acceptance of the gift. Gifts that are extravagant in value or unusual in nature should not be accepted without the prior written approval of the Legal Department.


Gifts of cash or cash equivalents (including gift certificates, securities, below-market loans, etc.) in any amount are prohibited and must be returned promptly to the donor.


Offering Gifts and Entertainment


The purpose of business entertainment and gifts is to create good will and sound working relationships, not to gain unfair advantage with customers. When you are providing a gift or entertainment in connection with Company business, you must do so in a manner that is in good taste and without excessive expense. You may not furnish or offer to furnish any gift that is of more than token value or that goes beyond the common courtesies associated with accepted business practices.


Many of our customers and suppliers likely have gift and entertainment policies of their own. You must be careful never to provide a gift or entertainment that violates the other company’s gift and entertainment policy.


What is acceptable in the commercial business environment may be entirely unacceptable in dealings with the government. There are strict laws that govern providing gifts, including meals, entertainment, transportation and lodging, to government officials and employees. You are prohibited from providing gifts or anything of value to government officials or employees or members of their families in connection with Company business without prior written approval from the Legal Department. For more information, see the section of this Code regarding Interacting with Government. Giving or receiving any payment or gift in the nature of a bribe or kickback is absolutely prohibited.


Protection and Proper Use of Company Assets


We each have a duty to protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability. You should take measures to prevent damage to and theft or misuse of Company property. Any suspected incidents of fraud or theft should be immediately reported to the Legal Department for investigation.


When you leave the Company, all Company property must be returned to PuraCap. Except as specifically authorized, Company assets, including Company time, equipment, materials, resources and proprietary information, must be used for legitimate business purposes only, though incidental personal use (such as, for example, of Company telephones) may be permitted.


Expense Reimbursement Reporting


The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions. You must complete all Company documents accurately, truthfully, and in a timely manner, including all travel and expense reports. When using business expense accounts, you must document and record all information accurately. If you are not sure whether a certain expense is legitimate, ask your supervisor or contact the Finance Department.


Company Books and Records


When applicable, documents must be properly authorized. You must record the Company’s financial activities in compliance with all applicable laws and accounting practices and the Company’s system of internal controls. The making of false or misleading entries, records or documentation is strictly prohibited. You must never create a false or misleading report or make a payment or establish an account on behalf of the Company with the understanding that any part of the payment or account is to be used for a purpose other than as described by the supporting documents.


Business records and communications often become public, and we should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and companies that can be misunderstood. This applies to e-mail, internal memos, formal reports and all other business communications.


Record Retention


In the course of its business, the Company produces and receives large numbers of records. Numerous laws and certain agreements require the retention of certain Company records for various periods of time. The Company is committed to compliance with applicable laws and regulations relating to the preservation of records and to agreed upon arrangements with potential or existing clients. Under no circumstances are Company records to be destroyed selectively or to be maintained outside Company premises or designated storage facilities and any Company policy to return records to clients or to destroy such records should be adhered to.


If you learn of a subpoena or a pending or contemplated litigation or government investigation, you should immediately contact the Legal Department. You must retain and preserve ALL records that may be responsive to the subpoena or relevant to the litigation or that may pertain to the investigation until you are advised by the Legal Department as to how to proceed. You must not destroy or alter any such records in your possession or control. You must also affirmatively preserve from destruction all relevant records that without intervention would automatically be destroyed or erased (such as e-mails and voice-mail messages). Destruction of such records, even if inadvertent, could seriously prejudice the Company. If you have any questions regarding whether a particular record pertains to a pending or contemplated investigation or litigation or may be responsive to a subpoena or regarding how to preserve particular types of records, you should preserve the records in question and ask the Legal Department for advice.


Confidential Information


We may all learn, to a greater or lesser degree, facts about the Company’s business, plans, or “secrets of success” that are not known to the general public or to competitors. Confidential information and trade secrets may consist of any information, including any formula, pattern, device or compilation of information that is not known to the general public and that is used in business, which gives a company a potential advantage over competitors that lack it. A few examples of confidential information and trade secrets include customer data, the terms offered or prices charged to particular customers and marketing or strategic plans. During the course of performing your responsibilities, you may obtain information concerning possible transactions with other companies or receive confidential information concerning other companies, such as our customers, which the Company may be under an obligation to maintain as confidential.


You must maintain the confidentiality of information entrusted to you by the Company or its customers, except when disclosure is authorized or legally mandated. If you possess or have access to confidential information or trade secrets, you must:

• Not use the information for your own benefit.

• Carefully guard against disclosure of the information to people outside the Company. For example, you should not discuss such matters with family members or business or social acquaintances or in places where the information may be overheard, such as taxis, public transportation, elevators or restaurants.

• Not disclose the information to another colleague unless he or she needs the information to carry out business responsibilities.


Your obligation to treat information as confidential does not end when you leave the Company. Upon the termination of your employment, you must return everything that belongs to the Company, including all documents and other materials containing Company and customer confidential information. You must not disclose confidential information to a new employer or to others after ceasing to work for PURACAP.


You may not disclose your previous employer’s confidential information to the Company. Of course, you may use general skills and knowledge acquired during your previous employment.


Trademarks and Copyrights




Our logos and the name PuraCap are examples of Company trademarks. You must always properly use our trademarks and advise your supervisor or the Legal Department of infringements by others. Similarly, the trademarks of third parties must be used properly.


Copyright Compliance


Works of authorship such as books, articles, computer software and other such materials may be covered by copyright laws. It is a violation of those laws and of Company policy to make unauthorized copies of or derivative works based upon copyrighted materials. The absence of a copyright notice does not necessarily mean that the materials are not copyrighted.


The Company licenses the use of much of its computer software from outside companies. In most instances, this computer software is protected by copyright. You may not make, acquire or use unauthorized copies of computer software.


Computer and Communication Resources


PURACAP’s computer and communication resources, including computers, voicemail and e-mail, provide substantial benefits, but they also present significant security and liability risks to you and the Company. It is extremely important that you take all necessary measures to secure your computer and any computer or voicemail passwords. If you have any reason to believe that your password or the security of a Company computer or communication resource has in any manner been compromised, you must change your password immediately and report the incident to the Information Technology Department. When you are using Company resources to send e-mail, voice-mail or to access Internet services, you are acting as a representative of the Company. Any improper use of these resources may reflect poorly on the Company, damage its reputation, and expose you and the Company to legal liability.


All of the computing resources used to provide computing and network connections throughout the organization are the property of PuraCap and are intended for use by Company employees to conduct the Company’s business. All e-mail, voice-mail and personal files stored on Company computers are Company property, and PuraCap retains the right, from time to time and at its sole discretion, to review any files stored or transmitted on its computer and communication resources, including e-mail messages, for compliance with Company policy. Incidental and occasional personal use of e-mail and telephones is permitted, but such use should be minimized and the length of the messages should be kept as short as possible, as these messages cost the Company in productivity, time and money.


You should not use Company resources in a way that may be unlawful or disruptive or offensive to others. At all times when sending e-mail or transmitting any other message or file, you should not transmit comments, language, images or other files that you would be embarrassed to have read by any person. Remember that your “private” e- mail messages are easily forwarded to a wide audience. In addition, do not use these resources in a wasteful manner. Unnecessarily transmitting messages and other files wastes not only computer resources, but also the time and effort of each person having to sort and read through his or her own e-mail.


Use of computer and communication resources must be consistent with all other Company policies, including those relating to harassment, record retention, privacy, copyright, trademark, trade secret and other intellectual property considerations.


External Communications


If you are not an official Company spokesperson, you may not speak with the press, securities analysts, other members of the financial community, stockholders or groups or organizations as a Company representative or about Company business unless specifically authorized to do so. If you receive a request for financial or other information about the Company from the media, the press, the financial community, stockholders or the public, you should decline to answer and refer the request to the General Counsel. Requests for information from regulators or the government should be referred to the General Counsel. You should then report any such contact to the General Counsel.


Certain internet sites have bulletin boards or “chat rooms” devoted to discussions regarding specific public companies. Some of these bulletin boards relate to the Company. No Company employee should post confidential information relating to the Company in any external forum.


Fair Dealing and Competition


The Company depends on its reputation for quality, service and integrity. The way we deal with our customers, competitors and suppliers molds our reputation, builds long-term trust and ultimately determines our success. We must never take unfair advantage of others through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice. Our competitive efforts must rely upon the merits of the products and services we provide our customers, not on unfair or unethical practices.


Antitrust Laws


While the Company competes vigorously in all of its business activities, its efforts in the marketplace must be conducted in accordance with the letter and spirit of applicable antitrust and competition laws. While it is impossible to describe antitrust and competition laws fully in any code of business conduct, this Code will give you an overview of the types of conduct that are particularly likely to raise antitrust concerns.


Conspiracies and Collaborations among Competitors


One of the primary goals of the antitrust laws is to promote and preserve each competitor’s independence when making decisions on price, output, and other competitively sensitive factors. Some of the most serious antitrust offenses are agreements between competitors that limit independent judgment and restrain trade, such as agreements to fix prices, restrict output or control the quality of products, or to divide a market for customers, territories, products or purchases. You should not agree with any competitor on any of these topics, as these agreements are virtually always unlawful. (In other words, no excuse will absolve you and/or the Company of liability.)


Unlawful agreements need not take the form of a written contract or even express commitments or mutual assurances. Courts can — and do — infer agreements based on “loose talk,” informal discussions, or the mere exchange between competitors of information from which pricing or other collusion could result. Any communication with a competitor’s representative, no matter how innocuous it may seem at the time, may later be subject to legal scrutiny and form the basis for accusations of improper or illegal conduct. You should take care to avoid involving yourself in situations from which an unlawful agreement could be inferred. If you come into possession of any competitor’s information, you should inform the Chief Compliance Officer promptly.


By bringing competitors together, trade associations can raise antitrust concerns, even though such groups serve many legitimate goals. The exchange of sensitive information with competitors regarding topics such as prices, profit margins, output levels, or billing or advertising practices can potentially violate antitrust and competition laws, as can creating a standard with the purpose and effect of harming competition. You must notify your supervisor before joining any trade association.


Joint ventures with competitors are not illegal under antitrust and competition laws. However, like trade associations, joint ventures present potential antitrust concerns. The CEO should therefore be consulted before negotiating or entering into a joint venture.




Failure to comply with the antitrust laws could result in jail terms for individuals and large criminal fines and other monetary penalties for both the Company and individuals. In addition, private parties may bring civil suits to recover three times their actual damages, plus attorney’s fees and court costs.




Respecting One Another


The way we treat each other and our work environment affects the way we do our jobs. We all want and deserve a work place where we are respected and appreciated. Everyone who works for the Company must contribute to the creation and maintenance of such an environment, and supervisors and managers have a special responsibility to foster a workplace that supports honesty, integrity, respect and trust.




PuraCap respects the privacy and dignity of all individuals. The Company collects and maintains personal information that relates to your employment, including benefit information. Special care is taken to limit access to personal information to Company personnel with a need to know such information for a legitimate purpose. Employees and officers who are responsible for maintaining personal information and those who are provided access to such information must not disclose private information in violation of applicable law or in violation of the Company’s policies.


You should not search for or retrieve items from another collegue’s workspace without prior approval of that person or management. Similarly, you should not use communication or information systems to obtain access to information directed to or created by others without the prior approval of management, unless such access is part of your job function and responsibilities at the Company.
Personal items, messages, or information that you consider to be private should not be placed or kept in telephone systems, computer or electronic mail systems, office systems, offices, work spaces, desks or file cabinets. The Company reserves all rights, to the fullest extent permitted by law, to inspect such systems and areas and to retrieve information or property from them when deemed appropriate in the judgment of management.


Equal Employment Opportunity and Nondiscrimination


The diversity of the Company’s employees is a tremendous asset. The Company is an equal opportunity employer in hiring and promoting practices, benefits and wages. PuraCap will not tolerate discrimination against any person on the basis of race, religion, color, gender, age, marital status, national origin, sexual orientation, citizenship, Vietnam-era r disabled veteran status or disability (where the applicant or employee is qualified to perform the essential functions of the job with or without reasonable accommodation), or any other basis prohibited by law in recruiting, hiring, placement, promotion, or any other condition of employment.


Sexual and Other Forms of Harassment


Company policy strictly prohibits any form of harassment in the workplace, including sexual harassment. Sexual harassment consists of unwelcome sexual advances, requests for sexual favors and other verbal or physical conduct of a sexual nature when:


• submission to such conduct is made a term or condition of employment;

• submission to or rejection of such conduct is used as a basis for employment decisions; or

• such conduct has the purpose or effect of unreasonably interfering with an individual’s work performance or creating an intimidating, offensive or hostile work environment.

Forms of sexual harassment include, but are not limited to, the following:

• verbal harassment, such as unwelcome comments, jokes, or slurs of a sexual nature;

• physical harassment, such as unnecessary or offensive touching, or impeding or blocking movement; and

• visual harassment, such as derogatory or offensive posters, cards, cartoons, graffiti, drawings or gestures.


Other Forms of Harassment


Harassment on the basis of other characteristics is also strictly prohibited. Under this policy, harassment is verbal or physical conduct that degrades or shows hostility or hatred toward an individual because of his or her race, color, national origin, citizenship, religion, sexual orientation, marital status, age, mental or physical handicap or disability, veteran status or any other characteristic protected by law, which


• has the purpose or effect of creating an intimidating, hostile, or offensive work environment;

• has the purpose or effect of unreasonably interfering with an individual’s work performance; or

• otherwise adversely affects an individual’s employment.


Harassing conduct includes, but is not limited to, the following: epithets; slurs; negative stereotyping; threatening, intimidating or hostile acts; and written or graphic material that ridicules or shows hostility or aversion to an individual or group and that is posted on Company premises or circulated in the workplace.


Reporting Responsibilities and Procedures


If you believe that you have been subjected to harassment of any kind, you should promptly report the incident to your supervisor, Human Resources or the Chief Compliance Officer. Complaints of harassment, abuse or discrimination will be investigated promptly and thoroughly and will be kept confidential to the extent possible. The Company will not in any way retaliate against anyone for making a good faith complaint or report of harassment or participating in the investigation of such a complaint or report.


The Company encourages the prompt reporting of all incidents of harassment, regardless of who the offender may be, or the offender’s relationship to the Company. This procedure should also be followed if you believe that a non-employee with whom you are required or expected to work has engaged in prohibited conduct. Supervisors must promptly report all complaints of harassment to the CEO and the HR Manager.


Remember that, regardless of legal definitions, we should interact with each other in a professional and respectful manner.


Safety in the Workplace


Safety and security are of primary importance. You are responsible for maintaining our facilities free from recognized hazards and obeying all Company safety rules. Working conditions should be maintained in a clean and orderly state to encourage efficient operations and promote good safety practices.


Weapons and Workplace Violence


No one may bring firearms, explosives, incendiary devices or any other weapons into the workplace or any work-related setting, regardless of whether or not the person is licensed to carry such weapons. Similarly, the Company will not tolerate any level of violence in the workplace or in any work-related setting. Violations of this policy must be referred to your supervisor and the Legal Department immediately. Threats or assaults that require immediate attention should be reported to the police. In the United States, you should call 911.


Drugs and Alcohol


The Company intends to maintain a drug-free work environment. You may not use, possess or be under the influence of alcohol on Company premises.


You cannot use, sell, attempt to use or sell, purchase, possess or be under the influence of any illegal drug on Company premises or while performing Company business on or off the premises.




Prohibition on Gifts to Government Officials and Employees


The various branches and levels of government have different laws restricting gifts, including meals, entertainment, transportation and lodging that may be provided to government officials and government employees. You are prohibited from providing gifts, meals or anything of value to government officials or employees or members of their families without prior written approval from the CEO.


Political Contributions and Activities


Laws of certain jurisdictions prohibit the use of Company funds, assets, services, or facilities on behalf of a political party or candidate. Payments of corporate funds to any political party, candidate or campaign may be made only if permitted under applicable law and approved in writing and in advance by the CEO.


Your work time may be considered the equivalent of a contribution by the Company. Therefore, unless required by applicable law, you will not be paid by the Company for any time spent running for public office, serving as an elected official, or campaigning for a political candidate. Nor will the Company compensate or reimburse you, in any form, for a political contribution that you intend to make or have made.


Bribery of Foreign Officials


Company policy, the U.S. Foreign Corrupt Practices Act (the “FCPA”), and the laws of many other countries prohibit the Company and its officers, employees and agents from giving or offering to give money or anything of value to a foreign official, a foreign political party, a party official or a candidate for political office in order to influence official acts or decisions of that person or entity, to obtain or retain business, or to secure any improper advantage. A foreign official is an officer or employee of a government or any department, agency, or instrumentality thereof, or of certain international agencies, such as the World Bank or the United Nations, or any person acting in an official capacity on behalf of one of those entities. Officials of government-owned corporations are considered to be foreign officials.


Payments need not be in cash to be illegal. The FCPA prohibits giving or offering to give “anything of value.” Over the years, many non-cash items have been the basis of bribery prosecutions, including travel expenses, golf outings, automobiles, and loans with favorable interest rates or repayment terms. Indirect payments made through agents, contractors, or other third parties are also prohibited. You may not avoid liability by “turning a blind eye” when circumstances indicate a potential violation of the FCPA.


The FCPA does allow for certain permissible payments to foreign officials. Specifically, the law permits “facilitating” payments, which are payments of small value to effect routine government actions such as obtaining permits, licenses, visas, mail, utilities hook-ups and the like. However, determining what a permissible “facilitating” payment is involves difficult legal judgments.
Therefore, you must obtain permission from the Legal Department before making any payment or gift thought to be exempt from the FCPA.





Copies of this Code are available on the Company’s Intranet site.


Seeking Guidance


This Code cannot provide definitive answers to all questions. If you have questions regarding any of the policies discussed in this Code or if you are in doubt about the best course of action in a particular situation, you should seek guidance from your supervisor, the CEO or the other resources identified in this Code.


Reporting Violations


If you know of or suspect a violation of applicable laws or regulations, the Code, or the Company’s related policies, you must immediately report that information to your supervisor or the Legal Department. Possible violations by a director or an executive officer should be reported directly to the CEO.


You may also report suspected fraudulent activities, criminal conduct or other violations of applicable law anonymously via a confidential and secure Internet and telephone based reporting system administered by an external vendor engaged by the Company (the “Compliance Hotline”). Further information concerning the Compliance Hotline, including instructions regarding its use, may be found on the Company’s Intranet and Internet sites.


The procedure for the anonymous submission of complaints or concerns regarding financial statement disclosures, accounting, internal accounting controls or compliance matters is set forth in Annex A to the Compliance Committee Charter which appears on the Company’s website and a copy of which is attached to this Code. No one will be subject to retaliation because of a good faith report of suspected misconduct.


Investigations of Suspected Violations


All reported violations will be promptly investigated and treated confidentially to the extent reasonably possible, given the need to conduct an investigation. It is imperative that reporting persons not conduct their own preliminary investigations. Investigations of alleged violations may involve complex legal issues, and acting on your own may compromise the integrity of an investigation and adversely affect both you and the Company. You are expected to cooperate in internal investigations of suspected misconduct.


Discipline for Violations


The Company intends to use every reasonable effort to prevent the occurrence of conduct not in compliance with its Code and to halt any such conduct that may occur as soon as reasonably possible after its discovery. Subject to applicable law, Company personnel who violate this Code and other Company policies and procedures may be subject to disciplinary action, up to and including termination.


A Framework for Approaching Questions and Problems


Everyone must work to ensure prompt and consistent action against violations of this Code. However, in some situations it is difficult to know right from wrong. Since it is impossible to anticipate every situation that will arise, it is important to have a way to approach a new question or problem. These are the steps to keep in mind:


•  Make sure you have all the facts. In order to reach the right solutions, we must be as fully informed as possible.

• Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? This will enable you to focus on the specific question you are faced with, and the alternatives you have. Use your judgment and common sense; if something seems unethical or improper, it probably is.

•  Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem.

•  Discuss the problem with your supervisor. This is the basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about the question, and will appreciate being brought into the decision-making process. Remember that it is your supervisor’s responsibility to help solve problems.

•  Seek help from Company resources. In the rare case where it may not be appropriate to discuss an issue with your supervisor, or where you do not feel comfortable approaching your supervisor with your question, ask the CCO or address your concerns to:


PuraCap Pharmaceutical, LLC

Compliance Committee

c/o Corporate Secretary

1001 Durham Ave.

South Plainfield, NJ 07080


Waivers of the Code


Waivers of certain provisions of the Code for directors and executive officers may be made only by the Board of Directors and must be disclosed as required by law or regulation.


No Rights Created


This Code is a statement of the fundamental principles and key policies and procedures that govern the conduct of the Company’s business. It is not intended to and does not create any rights in any employee, partner, officer, customer, supplier, competitor, stockholder or any other person or entity.

Updated March, 2013