Code of Business Conduct and Ethics
This Amended and Restated Code of Business Conduct and Ethics (the “Code”) sets forth legal and ethical standards of conduct for directors, officers, employees and key consultants of Momenta Pharmaceuticals, Inc., a Delaware corporation (“Momenta” or the “Company”). Each such individual subject to this Code is referred to herein as “you”, “he”, “she” and collectively, “we” and “us”.
This Code is intended to deter wrongdoing and to promote the conduct of all Company business in accordance with high standards of integrity and in compliance with all applicable laws and regulations. This Code applies to the Company, all of its subsidiaries and all other business entities that it controls worldwide.
The principles in this Code are general in nature, and the Code does not cover every situation that may arise. You should use common sense and good judgment in applying this Code. This Code is not your only source of guidance and information. You should also consult applicable policies and procedures in specific areas as they apply. If you have any questions about applying the Code or any other corporate policy, seek guidance from the many resources available to you, including your manager, any member of the Executive Team, the Legal Department, Human Resources or the Momenta Hotline at 844-740-3968.
Compliance with Laws, Rules, Regulations and Policies
The Company requires that you comply with all laws, rules and regulations applicable to the Company wherever it does business, and that you comply with all Company policies in everything you do for and on behalf of the Company. You are expected to use good judgment and common sense in seeking to comply with all applicable laws, rules and regulations and to ask for advice when you are uncertain about them. You are also expected to complete all required Company policy trainings and to ask your manager, your Executive Team member or any member of the Legal department if you have any questions about a Company policy.
If you become aware of the actual or potential violation of any law, rule, regulation or policy, whether by the Company’s directors, officers, employees or key consultants, or by any other third party doing business on behalf of the Company, it is your responsibility to promptly report the matter to your manager, any member of the Executive Team, the Chief Legal Officer or the Compliance Officer. You should also feel free to call the Momenta Hotline at 844-740-3968.
While it is the Company’s desire to address matters internally, nothing in this Code should discourage you from reporting any actual or potential illegal activity, including any violation of the securities laws, non-discrimination laws, antitrust laws, environmental laws or any other federal, state or foreign laws, rules or regulations to the appropriate regulatory authority.
No one shall be terminated, demoted, suspended, threatened, harassed, discriminated against or in any other manner retaliated against because of his or her good faith reporting of an actual or potential violation of law, rule, regulation or policy, unless it is determined that the individual made the report with knowledge that it was false. This Code does not prohibit anyone from testifying, participating or otherwise assisting in any state or federal administrative, judicial or legislative proceeding or investigation.
Conflicts of Interest
We must all act in the best interests of the Company, and refrain from engaging in any activity or having a personal interest that presents a “conflict of interest.” A conflict of interest occurs when your personal interest (including the interests of your immediate family members) interferes, or appears to interfere, with the interests of the Company. A conflict of interest may arise whenever you take action or have an interest that prevents you from acting honestly, objectively and effectively in the interests of the Company.
- You should not perform services as a consultant, employee, officer, director, advisor or in any other capacity for, or have a financial interest in, a direct competitor of the Company, other than services performed at the written request of the Company; and
- You should not use your position with the Company to influence a transaction between the Company and a third party individual or entity with whom you have a personal interest, including for example, an external advisor, a collaboration partner, vendor, supplier or the like.
It is your responsibility to disclose to the Chief Legal Officer any transaction or relationship that reasonably could be expected to give rise to a conflict of interest, and the Board of Directors or designated committee shall be responsible for determining whether such transaction or relationship constitutes a conflict of interest. Any such transaction or relationship that is approved by the Board of Directors or a Board committee shall not be considered to be a waiver of this Code.
As a general matter, it is not considered a conflict of interest if the only relationship between you and a third party entity is a financial interest representing less than one percent (1%) of the outstanding shares of the third party’s securities.
If you have material non-public information (a subset of confidential information) about Momenta or other companies, including our collaboration partners, vendors or suppliers, as a result of your relationship with Momenta, you are prohibited by law and Company policy from trading in securities of Momenta or such other companies, as well as from communicating such information to others who might trade on the basis of that information. We have adopted an Insider Trading Policy that you should always follow and ensure the members of your immediate family and household follow. A copy of this policy is available on our intranet and on the electronic training portal. If you have any questions about the Insider Trading Policy or your obligations thereunder you should contact the Chief Legal Officer. Always follow the trading black-outs established and communicated by the Legal Department.
We trust you to protect the confidential information of Momenta and of other companies that we do business with in the course of our work. You are expected to keep confidential and proprietary information of Momenta and/or third parties, including, our collaborators or vendors confidential unless and until that information is released to the public through approved channels. Unauthorized disclosure of any confidential information is prohibited, and a violation of Momenta’s policies and a breach of your confidentiality obligations to Momenta. Additionally, you should only disclose confidential information to other members of the Momenta community who have a need to know such information to perform their responsibilities for the Company..
External parties may occasionally ask you for information concerning the Company or its products. Except when disclosure is authorized by a manager, is legally mandated or is protected by confidentiality obligations, only the Company’s authorized spokespersons may discuss Company matters with, or disseminate non-public Momenta information to anyone outside the Company. This prohibition applies particularly to inquiries concerning the Company from the media, market professionals (such as securities analysts, institutional investors, investment advisers, brokers and dealers) and security holders. All responses to inquiries on behalf of the Company must be made only by the Company’s authorized spokespersons. If you receive any inquiries of this nature, you must decline to comment and refer the inquirer to your manager or one of the Company’s authorized spokespersons. Please refer to the Company’s Disclosure Policy for more guidance.
You also must abide by any lawful obligations that you have to your former employer. These obligations may include restrictions on the use and disclosure of your former employer’s confidential information, restrictions on the solicitation of former colleagues to work at the Company and non-competition obligations.
You may also occasionally be offered the opportunity to engage in external speaking engagements. Before doing so, you must obtain your manager’s approval and any presentation material must be reviewed and approved by the Company’s publication review team.
You should also be mindful of our Social Media Policy and its application to your conduct on various social media platforms. Please remember that unauthorized posting or discussion of any information concerning our business, information or prospects on the internet or on any social media platform is prohibited.
Honest and Ethical Conduct and Fair Dealing
We must all strive to deal honestly, ethically and fairly with the Company’s suppliers, customers, competitors and employees. Statements regarding the Company’s products and services must not be untrue, misleading, deceptive or fraudulent. You must not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice. A few special areas of interest are worth noting:
Whether relating to clinical research or laboratory experiments, the integrity and accuracy of our data is of utmost importance to Momenta, our employees, patients, regulators, stockholders and all other stakeholders with an interest in our achievement of progress.
All individuals who participate in clinical studies are invaluable contributors to the advancement of our investigational product candidates. We fulfill our obligations to them by conducting our clinical research in a manner that is respectful and protects the health, safety, wellbeing and autonomy of research participants. Upholding the highest ethical, scientific and medical standards in all of our research activities is one of our top priorities.
Sharing scientific information about our technology and product candidates is vital to our commitment to patients. Our exchange of scientific information in an honest, transparent and ethical manner is necessary to develop and understand the effectiveness of our product candidates. Our scientific exchanges must be scientifically rigorous, balanced, objective and unbiased.
Ensuring Product Quality & Patient Safety
We are committed to researching, manufacturing and distributing our investigational product candidates and products in compliance with all laws, regulations and standards for manufacturing and distribution, including Good Laboratory, Good Clinical, Good Manufacturing and Good Distribution practices. We are committed to meeting the high standards of product quality and patient safety as well as our regulatory obligations. We will comply with all laws and regulations pertaining to reporting adverse events to government authorities. Safety and efficacy are important drivers in our processes throughout discovery, development and beyond. Data we collect inform regulatory activities and provides healthcare professionals, patients and others with the benefit/risk information they need to make informed decisions. We protect patient safety by identifying, assessing, managing and reporting product-related risks about which we become aware in a timely manner and as required by law and/or regulation.
Gather Business Intelligence Honestly
Business information about other companies should only be collected and used ethically and in a way that does not violate any laws or confidentiality obligations. You must never use, or ask any third party to use, unlawful or unethical means such as misrepresentation, deception, theft, spying, or bribery to gather information.
Commitment to Equality and Fairness; Protecting Our Workplace
Momenta prohibits any form of employee harassment, including sexual harassment, and discrimination based on race, gender, color, national origin, religion, age, sexual orientation, disability, or other legally protected characteristics. We are all accountable to maintain a workplace free from intimidation and harassment of any sort, including sexual harassment. Verbal or physical conduct that harasses another, disrupts another’s work performance, or creates an intimidating or hostile work environment will not be tolerated. Beyond those basics tenets of fairness, we also strive to provide employees with equal and fair opportunities in the workplace so that they can meet their full potential.
We value creating and preserving a positive and safe work environment. As part of our commitment to protecting the safety of our employees, our offices and our labs, we adhere to all applicable training and compliance obligations relating to laboratory and occupational health and safety practices. In addition, Momenta does not tolerate violence or threats of violence in the workplace. Anyone who experiences, witnesses, or otherwise becomes aware of a violent or potentially violent situation that occurs on the Company’s property or at Momenta events must promptly report the situation to their manager or to security. Momenta does not permit any individual to have firearms while at Momenta or at any Momenta event.
Protection and Proper Use of Corporate Assets
We are all responsible for protecting the Company’s assets. Theft, carelessness and waste have a direct impact on the Company’s financial condition. We must use the Company’s assets and services solely for the legitimate business purposes of Momenta and not for any personal benefit or for the personal benefit of anyone else.
Consistent with our commitment to avoid conflicts of interest, we must all advance the Company’s legitimate interests when the opportunity to do so arises. We must not take for ourselves any personal opportunities that are discovered through our position with the Company or our use of Momenta’s property or information.
Gifts and Gratuities; Anti-Corruption Guidance
We only offer and accept gifts, gratuities or other favors that are in compliance with applicable laws, regulations and Company policies. Gifts must never be given or received in consideration or expectation of any action by the recipient and we must exercise caution to avoid even the appearance of a corrupt intention in receiving or giving a gift. Good judgment and common sense is critical in evaluating the facts and circumstances relating to gifts (received or offered) and you are encouraged to discuss any questions you may have about gifts with your manager, a member of the Executive Team or the Legal department.
None of us should accept, or permit any member of our immediate family to accept, any gifts, gratuities or other favors from any customer, supplier or other person doing or seeking to do business with Momenta, other than items of insignificant value. Any gifts that are not of insignificant value should be returned immediately and reported to your manager. If immediate return is not practical, they should be given to the Company for charitable disposition or such other disposition as the Company, in its sole discretion, believes appropriate.
Good judgment and moderation should prevail in business entertainment engaged in on behalf of the Company. None of us should provide, or accept, business entertainment to or from anyone doing business with the Company, except when the entertainment is infrequent, modest and intended to serve legitimate business goals. Providing entertainment to healthcare professionals is never permitted or acceptable.
We must comply with all applicable anti-corruption laws and standards such as the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and similar laws in other countries. Bribes and kickbacks are criminal acts, strictly prohibited by law. You must not offer, give, solicit or receive any form of bribe or kickback anywhere in the world. This means that you must not offer or accept, directly or indirectly through third parties any payments, benefits or anything of value to influence decisions, obtain or retain business, or secure any improper advantage. We are responsible for third parties acting on our behalf. In our goal to do business free from corrupt practices, we should:
- Be honest and transparent about the money we spend and the purpose for which it is spent. Never attempt to conceal or misrepresent a payment;
- Do not offer, give or promise anything of value for the purposes of influencing someone in a position of authority, including a government official, to make favorable decisions about our business;
- Appropriately oversee the work of third parties; and
- Record all payments and expenditures accurately and honestly in the Company’s books and records.
Accuracy of Books, Records and Public Reports; Concerns Regarding Accounting or Auditing Matters
Accurate and reliable records are crucial to our business. As employees, we help create the books and records of the Company by, for example, accurately capturing our revenues, expenses and payments in the Company’s systems, validating invoices from our vendors before paying them, and by never disguising a payment as something it is not. Accurate information is essential to the Company’s ability to meet legal and regulatory obligations.
All Company records must be complete, accurate, and reliable in all material respects. Maintaining accurate Company records and accounts is critical to ensure we conduct our business legally, ethically and transparently. We are responsible for helping ensure that the information we record, process, and analyze is accurate, and recorded in accordance with applicable legal requirements, regulations and standards, including conforming to generally accepted accounting principles and all Company policies. No false or misleading entries shall be made in the Company’s books or records for any reason, and no disbursement of corporate funds or other corporate property shall be made without adequate supporting documentation. Undisclosed or unrecorded funds, payments, or receipts are inconsistent with our business practices and are prohibited. We also need to keep our business and financial information secure and readily available to those with a need to know the information on a timely basis.
It is the policy of the Company to provide full, fair, accurate, timely and understandable disclosure in all information the Company publicly communicates, including all reports and documents filed with, or submitted to, the Securities and Exchange Commission (the “SEC”) and in other public communications.
To ensure the Company meets this standard, you are required to maintain familiarity with the disclosure requirements, processes and procedures applicable to the Company. You are prohibited from knowingly misrepresenting, omitting or causing others to misrepresent or omit, material facts about the Company to others, including the Company’s independent auditors, governmental regulators and self-regulatory organizations.
If you have any concerns or complaints regarding questionable accounting, auditing or internal controls matters, you should report such concerns or complaints in accordance with the procedures set forth herein.
Dealings with Independent Auditors
We must all ensure that we do not make or cause to be made materially false or misleading statements to any of our accountants in connection with any audit, review or examination of the Company’s financial statements or the preparation or filing of any document or report with the SEC. No one should take any action to coerce, manipulate, mislead or fraudulently influence any independent public or certified public accountant engaged in the performance of an audit or review of the Company’s financial statement.
All of us are responsible for asking questions, seeking guidance, reporting suspected violations and expressing concerns regarding compliance with this Code. If you know or believe that someone has engaged or is engaging in Company-related conduct that violates applicable law or this Code, you should report such concerns as described below.
There are several ways to report such concerns or complaints, which can be made confidentially. While we prefer that you identify yourself when submitting a report, so that we may follow up with you (as necessary) for additional information, you may make a report anonymously if you wish, via the following methods:
1. In writing to the Company’s Chief Executive Officer, Chief Legal Officer, Chief Compliance Officer or Chief Financial Officer at the Company’s corporate headquarters (301 Binney Street, Cambridge, MA 02142), or by email by writing to: firstname.lastname@example.org.
2. Calling Momenta’s Compliance Hotline (toll-free: 844-740-3968), which is available 24 hours a day, 7 days a week. All calls made to the Compliance Hotline are reported simultaneously to the Chief Legal Officer, Chief Compliance Officer, Chief Financial Officer and to the chair of the Audit Committee of the Board of Directors.
3. You may go to www.momentapharma.ethicspoint.com to submit a report online.
4. Any report may also be communicated in writing directly to any member of the Audit Committee, at the Company’s corporate headquarters (301 Binney Street, Cambridge, MA 02142).
Any report received will be forwarded to the Chief Legal Officer and/or the Chief Compliance Officer, who will discuss it with the Chief Executive Officer and/or the Audit Committee of the Board of Directors, unless the report is determined to be without merit. In any event, a record of all reports submitted to the Company will be provided to the Audit Committee on a periodic basis. The Audit Committee will evaluate the merits of all reports and authorize follow-up actions, if any, that it deems necessary or appropriate to address the substance of the concern or complaint.
Any manager who receives a report of a violation of this Code must immediately inform the Chief Legal Officer or the Chief Compliance Officer.
Once a report is received, the Chief Legal Officer and Chief Compliance Officer will, as appropriate, (a) evaluate the information provided in the report; (b) if the alleged violation involves an executive officer or a director, inform the Chief Executive Officer, the Chief Financial Officer and the Chair of the Audit Committee, to the extent that such persons are not the subject of the report; (c) determine whether it is necessary to conduct an informal inquiry or a formal investigation and, if so, initiate such inquiry or investigation; and (d) report the results of any such inquiry or investigation, together with a recommendation as to disposition of the matter. Results of any inquiry or investigation involving an executive officer or director will be submitted to the Chief Executive Officer, the Chief Financial Officer and the Chair of the Audit Committee for evaluation, to the extent that such persons are not the subject of the report. We are all expected to cooperate fully with any inquiry or investigation by the Company regarding an alleged violation of this Code. Failure to cooperate with any such inquiry or investigation may result in disciplinary action, up to and including termination of employment.
The Company will make final determinations of whether violations of this Code have occurred and, if so, shall determine the disciplinary measures to be taken against any individual who has violated this Code. In the event that the alleged violation involves an executive officer or a director, the Board of Directors shall determine whether a violation of this Code has occurred and, if so, shall determine the disciplinary measures to be taken against such individual.
Failure to comply with the standards outlined in this Code will result in disciplinary action including, but not limited to, reprimands, warnings, probation or suspension without pay, demotions, termination and restitution. Certain violations of this Code may require the Company to refer the matter to relevant governmental or regulatory authorities for investigation or prosecution. Moreover, any manager who directs or approves of any conduct in violation of this Code, or who has knowledge of such conduct and does not immediately report and escalate it within Momenta, will also be subject to disciplinary action, up to and including termination.
Waivers of this Code of Business Conduct and Ethics
Most policies contained in this Code must be strictly adhered to and no exceptions can be allowed; however, in rare and limited circumstances, exceptions may be appropriate. Anyone who believes that an exception to any of these policies is appropriate in his or her case should first contact his or her immediate manager. If the manager agrees that an exception is appropriate, the written approval of the Chief Legal Officer must be obtained. The Chief Legal Officer shall be responsible for maintaining a record of all requests for exceptions to any of these policies and the disposition of such requests.
Any executive officer or director who seeks an exception to any of these policies should contact the Chief Executive Officer and Chief Legal Officer. Any waiver of this Code for executive officers or directors or any change to this Code that applies to executive officers or directors may only be made by the approval of the disinterested directors of the Board of Directors and will be disclosed as required by law or stock market regulation, along with the reasons for granting the waiver.
Dissemination, Certifications and Updates
All new directors, officers, employees and key consultants will be provided a copy of this Code upon commencement of his or her relationship with Momenta, and will be required to certify that he or she has received, read and understood the Code and will comply with its terms.
All of us will also be required to review the Code on an annual basis and certify that each of us has received, read and understood the Code, and has complied with its terms.
Momenta reserves the right to update, amend, alter or terminate this Code at any time for any reason. The most current version of this Code can be found on the Company’s website at www.momentapharma.com.
I, ______________________________ do hereby certify that:
(Print Name Above)
1. I have received and carefully read the Amended and Restated Code of Business Conduct and Ethics of Momenta Pharmaceuticals, Inc.
2. I understand the Amended and Restated Code of Business Conduct and Ethics.
3. I have complied and will continue to comply with the terms of the Amended and Restated Code of Business Conduct and Ethics.
Date: __________________________ __________________________________
As an alternative to executing this Certification, you may confirm that you have received, read and understood the Code using the Company’s “ETrainInfo” system or current equivalent.