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Arthrosurface® Incorporated

Corporate Code of Conduct & Ethics

Purpose: Arthrosurface® Incorporated (“Arthrosurface®”) is a medical device manufacturer engaged in the business of designing, developing, manufacturing, marketing, distributing, and selling orthopedic implants and related products for human implantation in the treatment of orthopedic injuries and disorders. Arthrosurface® is committed to conducting its business activities ethically and lawfully. This Code of Conduct establishes policies and procedures that are intended to guide employees, officers, and directors, and independent sales representatives who provide sales and sales support services to Arthrosurface® in the performance of their duties and responsibilities to ensure compliance with the Company’s commitment to ethical and lawful conduct as well as compliance with the applicable laws and regulations that govern the medical device industry generally. These policies and procedures apply to all employees, officers, and directors of Arthrosurface® and, to the extent that have relevance and are applicable, to independent sales representatives and physician and other third party consultants of Arthrosurface®.

1. Compliance. Arthrosurface® will conduct its business affairs and related activities in compliance with all applicable laws, rules, and regulations and in accordance with Arthrosurface® high ethical standards. Arthrosurface® is aware of the need to ensure compliance with those laws, regulations and guidelines which govern Arthrosurface®’s business as well as that of its physician customers, and manufacturer affiliates on whose behalf Arthrosurface® provides services.
2. The Workplace. Arthrosurface® will maintain a safe and drug-free work place that is free from discrimination based on race, color, creed, religion, gender, age, disability, national origin, ancestry, citizenship, armed forces service, martial or veteran status, sexual orientation, or any other impermissible favor.
3. Designing, Developing, Manufacturing and Selling Products. Arthrosurface® is committed to designing, developing, manufacturing, marketing, distributing, and selling products through its sales representatives in a safe and legally compliant manner. In designing, developing, manufacturing, marketing, distributing, and selling medical devices and related products, Arthrosurface® has established and will comply with standards that meet or exceed the laws and regulations applicable to such activities.
4. Competitive Practices. Arthrosurface® will compete for all business opportunities in the marketplace vigorously, fairly, ethically, and legally. Arthrosurface® will comply with all antitrust and other laws regulating competition and trade and will not discuss pricing, cost, production plans, business strategies, or any other proprietary or confidential information with its competitors.
5. Marketing and Sales Activities. Arthrosurface® will represent its products and services accurately and will comply with applicable regulatory and legal requirements governing the marketing and sale of its product and services.
6. Payments. Neither Arthrosurface® nor its employees, directors, officers, or independent sales representatives will make any improper payments, to government or nongovernment officials, employees, customers, persons, or entities, nor will Arthrosurface® or its employees and directors request or accept any improper payment , from suppliers, customers, or anyone seeking to do business with Arthrosurface®.
7. Fair Dealing. Each employee and director will deal fairly with Arthrosurface®’s customers, suppliers, competitors, affiliates, independent auditors, and other employees and will not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing or practice.
8. Confidential Information: No employee, director, or independent sales personnel will use, for his or her own personal gain, or disclose to any third party, any confidential or proprietary information that he or she obtained as a result of his or her employment with or relationship to Arthrosurface®. Confidential or proprietary information includes without limitation all non-public information that might be of use to competitors or harmful to Arthrosurface® and its customers if disclosed.
9. Corporate Opportunities. Employees, officers, and directors owe a duty to Arthrosurface® to advance its legitimate interests when the opportunity to do so arises. Such personnel are prohibited from (a) taking for themselves personally opportunities that are discovered through the use of corporate property, information, or position, (b) using corporate property, information, or position for personal gain, or (c) competing with Arthrosurface®.
10. Conflicts of Interest. No employee or director will engage in any activity or have any outside interest that might deprive the Company of his or her loyalty, interfere with the satisfactory performance of his or her duties, make it difficult to perform his or her duties or the Company objectively and effectively, or be harmful or detrimental to Arthrosurface®. Employees and directors must immediately disclose in writing any actual or potential conflict of interest that they may have to senior management for resolution. A conflict of interest occurs when a person’s private interests interferes or appears to interfere in any way with the Company’s interests and may also arise when an employee or director or a member of his or her family receives improper personal benefits as a result of his or her position with the Company.
11. Protection and Proper Use of Company Assets. Theft, carelessness, and waste have a direct impact on the Company’s profitability. All employees and directors will take appropriate actions to protect the Company’s assets and ensure their efficient use for legitimate business purposes.
12. Collaboration with Consulting and Designing Physicians. In an effort to ensure the continuous development and commercialization of new products, as well as improvements upon existing products, Arthrosurface® collaborates with members of the physician community in its design, development, and evaluation activities. Arthrosurface® and its employees, officers, and directors will abide by all applicable laws, regulations, and industry guidelines when contracting with, working with, compensating, and otherwise reimbursing physicians in connection with their work for Arthrosurface®. Internal policies and procedures addressing such activities will be routinely reviewed and updated as necessary and all Arthrosurface® personnel will be trained on the applicable policies and procedures. Arthrosurface® will not under any circumstances consider the value or volume of business, if any, generated by any physician with whom Arthrosurface® works and Arthrosurface® will enforce its policies and procedures regarding interactions with such physicians vigorously and without exception.
13. Disclosure. Patients who receive or are considering receiving Arthrosurface® products have a right to know if their physician works with Arthrosurface® on product development or related products. Arthrosurface® is committed to ensuring that patients have all information reasonably necessary about Arthrosurface® and their products to make informed decisions about their healthcare. Therefore, Arthrosurface® will make disclosure to the patient population via its external (public) website of those physicians who work with Arthrosurface® and, accordingly, receive compensation from Arthrosurface®, as well as making such disclosure to any health care institution or entity who requests same.
14. Compliance: (a) Any violation of this Code of Conduct and any implementing policies and procedures should be reported immediately to the Corporate Compliance Office either in person or via e-mail at corporatecompliance@arthrosurface.com. Alternately, information can be left anonymously on the Arthrosurface® Compliance Hotline at 866-460-9408. This Hotline is staffed by an independent third party who will then relay only relevant information to the Compliance Office. In any instance, the identity of the person or persons making a report will remain confidential at the election of the individual reporting the violation. (b) Officers, directors, and all other appropriate employees will be required to confirm in writing no less frequently than annually that they understand and are complying with this Code of Conduct and any implementing policies and procedures and that they are not aware of any violation of same or have properly reported all violations. (c) Arthrosurface® will promptly investigate any alleged violation of these policies. Violation of a policy, retaliation against any individual for reporting a violation, or failure to otherwise comply with these policies will not be tolerated and will result in corrective action, including termination of employment where appropriate. Questions concerning this Code of Conduct should be directed to Corporate Compliance Office. The Arthrosurface® Corporate Code of Conduct is hereby adopted and made binding on all employees, officers, directors, and, to the extent applicable, independent sales representatives and physician consultants of Arthrosurface®.

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California Certification

Declaration of Adoption of Comprehensive Compliance Program

Pursuant to California Health and Safety Code Section 119400-119402

Arthrosurface® designs, manufactures and markets orthopedic medical devices. As a medical device manufacturer with a strong commitment to ethical behavior, Arthrosurface® has adopted a Comprehensive Compliance Program in accordance with the Compliance Program Guidance developed by the United States Department of Health and Human Services Office of Inspector General. This Comprehensive Compliance Program includes written standards, employee training, an anonymous hotline, monitoring, a Code of Business Conduct, dedicated compliance office leadership and other elements of an effective program. As an organization we strive to conduct all of our business interactions with healthcare professionals in a compliant and ethical manner. Our Code of Conduct sets out the expectation of behavior expected of all employees and specific sections of the Code of Conduct summarize Arthrosurface® policies regarding interactions with medical or health care professionals. Arthrosurface® has adopted a Compliance Policy for interactions with health care professionals which is based on the Advanced Medical Technology Association Code of Ethics on Interactions with Health Care Professionals (the “AdvaMed Code”; effective July 1, 2009), and which regulates the Company’s interactions with health care professionals. Arthrosurface® has supplemented the AdvaMed Code with certain provisions necessary to comply with state laws governing these interactions as appropriate. The Arthrosurface® policies on interacting with Healthcare Professionals establish explicit limits on meals, promotional materials or items or activities that Arthrosurface® or its representatives may give or otherwise provide to an individual medical or health care professional. To the best of our knowledge, Arthrosurface® is in all material respects in compliance with a Comprehensive Compliance Program (“CCP”) that satisfies the requirements of California Health and Safety Code §§ 119400-119402, based on our good faith understanding of the statutory provisions as they may apply to a medical device manufacturer. Questions on the Code of Conduct, our Comprehensive Compliance Program, requests for materials or any additional questions can be directed to our Compliance Office at 508-520-3003 or corporatecompliance@arthrosurface.com.

Reviewed and Updated 2015