Code of Conduct

Neurimmune Group, consisting of Neurimmune Holding AG, Neurimmune AG and Neurimmune Subone AG, together “Neurimmune”, for the purpose of this Code of Conduct, is a biotech group translating human immune memory into game changing therapeutics. A privately-held Swiss group founded in 2006, we deliver industry-leading therapeutic antibodies for the treatment and prevention of diseases that are largely uncurbable with current medical art.

Neurimmune intends to conduct its business activities and transactions in a responsible way, with the highest level of integrity and ethical standards and in accordance with all applicable laws, rules and regulations and the Rules of Procedure, Quality Assurance Policies and other policies and procedures (Standard Operating Procedure (SOP)) of Neurimmune.

This Code of Conduct (the “Code”) outlines our commitment, as a company and as individuals, to conduct our relationships with the medical community, collaboration partners and colleagues in an honest, ethical and conscientious manner. To fulfill that commitment, each of us is responsible for acting with integrity every day.

The Code applies to Neurimmune’s affiliates, directors, officers and employees (collectively, “Covered Persons”). As specified in article 16, Neurimmune also expects its suppliers and business partners to adhere to the ethical principles set-out in this Code and to ensure that same ethical standards are followed in their own value chain.

In some cases, Neurimmune may have entered into contracts which are more specific than this Code. In those cases the more specific provisions of the agreement will prevail, except where those provisions would permit conduct which would be a violation of this Code, in which case the Code will prevail.

If any provision of any applicable law, regulation, applicable industry code, Neurimmune Policy or SOP differs from this Code, the stricter of the two will apply.

The Code is not intended to address every situation that may arise, but defines the general standards that each Covered Person, supplier and business partner is expected to follow. Any questions regarding the Code, or questions of ethics or appropriate business conduct not covered by the Code or other Neurimmune policies, should be directed to the General Counsel.

Neurimmune may amend, alter or terminate this Code at any time for any reason. This document is not an employment contract between Neurimmune and any of its employees, officers, directors or Agents.

1. We respect patients
In our efforts to develop and provide new therapeutic options for patients, we treat patients with respect, and tell the truth about our products.

We safeguard patients by conducting research in compliance with applicable laws and best practices, respecting patient privacy and communicating complete and accurate safety information about our products. We expect the same level of transparency, honesty and best practice from our business partners when dealing with patients.

Our interactions with patient organizations and advocacy groups are scientifically focused and are not for the purpose of promoting products. Neurimmune may fund patient organizations in a manner consistent with the principles of this Code and supported by Neurimmune SOPs.

2. We conduct business ethically
We act with personal and professional integrity and do not tolerate others who attempt to evade responsibility for their actions or engage in deceitful conduct. We avoid the temptation to tell others what they want to hear rather than the truth.

We are direct, honest and truthful in discussions and interactions at all levels of Neurimmune, with regulatory agency officials and government officials, and all dealings with business partners, Agents and other stakeholders in Neurimmune.

We do not offer or accept bribes, kickbacks or gifts over a nominal value to win business, to influence a business or prescribing decision, or to advance our interests with government authorities. In particular, our interactions with healthcare professionals, government entities, government officials, and others must be appropriate and we must never seek to obtain an improper advantage or to improperly influence their decisions.

3. We respect and protect human rights
We believe in promoting fair and ethical employment practices, respecting and protecting human rights in all aspects of our business and commit to adhere to the established principles of human rights and child labor standards and guidelines as set out by international laws.

We reject the use of any form of child labor, forced labor or exploitation within our own operations and expect our suppliers and business partners to uphold the same standards.

As stipulated by the Swiss Ordinance on Due Diligence and Transparency in relation to Minerals and Metals from Conflict-Affected Areas and Child Labor (DDTrO), we have processes in place to regularly assess and manage our operations and supply chain. We take internationally recognized guidelines into consideration, such as the OECD Due Diligence Guidance for Responsible Business or UN Guiding Principles on Business and Human Rights.

4. We comply with applicable laws, rules and regulations
We respect and obey the laws of the countries in which we operate and the rules and regulations applicable to Neurimmune's business, both in letter and in spirit.

We must be aware of and comply with the requirements of applicable law and regulation, and know when to seek advice from our supervisor, a specialist in a subject matter area or the General Counsel.

We understand that law and regulation is intended to protect patients, investors, and the public. Violation of law or regulation exposes Neurimmune to liability and reputational risk. Accordingly, violations will be dealt with through disciplinary measures. Where laws have been violated Neurimmune will cooperate with authorities to address the violation as appropriate.

5. We respect fair competition
We seek to outperform our competition fairly and honestly. We seek competitive advantage through superior performance, not through unethical or illegal business practices.

We endeavor to respect the rights of, and to deal fairly with customers, suppliers, consultants, competitors, and other persons with whom Neurimmune conducts business.

6. We interact appropriately with government officials
We deal honestly and fairly with government representatives and agents, and comply with valid and reasonable governmental requests.

7. We respect the medical and scientific communities
We communicate with healthcare professionals and organizations about Neurimmune’s products in a clear, accurate, balanced, appropriate and not misleading manner, and in compliance with all applicable laws and regulations.

We seek feedback from the medical and scientific communities, working with them to advance scientific and clinical research in a manner that supports patients and complies with all applicable laws and ethical standards.

We respect the need for healthcare professionals to make independent clinical decisions on the treatment of their patients.

We adhere to all applicable regulations regarding interactions with healthcare professionals. Our interactions with healthcare professionals and organizations are based on legitimate business needs and are never intended or designed to reward the purchase of products or improperly influence treatment decisions.

8. We disclose conflicts of interest and avoid them where possible
A conflict of interest exists whenever an individual, while representing Neurimmune, has a relationship or interest that compromises, or appears to compromise, their ability to make an impartial business decision solely for the benefit of Neurimmune. We take reasonable steps to identify, avoid and manage situations in which personal interests conflict, or have the appearance of conflicting, with those of Neurimmune.

If potential or actual conflicts do arise, we address them honestly, ethically, and in accordance with Neurimmune policies and values. We disclose such conflicts to management of Neurimmune and request review of a decision or action by appropriate personnel who do not have a conflict before proceeding. If possible, responsibility for the decision will be reassigned to or shared with an employee without a conflict.

We do not use Neurimmune property, information or our position in Neurimmune for improper personal gain or to take on outside projects or work that might compete with the Neurimmune. We avoid any circumstance that could even lead to the appearance of impropriety.

Decisions and actions involving Neurimmune and its business must always be based upon what is in the best interests of Neurimmune. If you are uncertain whether a conflict of interest might exist, contact your supervisor or the General Counsel before making a decision or engaging in an activity.

9. We are committed to clinical and scientific integrity
Research integrity is fundamental to the scientific process and to Neurimmune’s ability to advance novel products to market.

We are expected to protect the integrity of the research and development process by ensuring that all research, including but not limited to non-clinical and clinical development, is conducted according to all applicable laws and regulations, to the generally accepted standards of the scientific community, and to Neurimmune’s policies.

Scientific misconduct is prohibited. Examples of scientific misconduct include but are not limited to fabrication, falsification, or plagiarism in proposing, conducting, or reporting research. Scientific misconduct disregards the intellectual contributions and property of others, impedes the progress of research, and corrupts the scientific record.

Patient safety, through the performance and quality of products, is fundamental to Neurimmune’s mission. We take seriously our commitment to ensure that our products have and maintain an acceptable risk-to-benefit profile when used in accordance with good clinical practice. We perform extensive and robust non-clinical and clinical testing to identify the safety and tolerability profile of products. It is the responsibility of all employees to ensure the integrity of information related to the quality and safety of Neurimmune products, and to promptly report any information that could be relevant to the safety profile of a drug to Neurimmune’s Clinical Department.

10. We communicate responsibly
We keep accurate company books and records, complying fully with all applicable financial reporting and accounting regulations. We report our impacts and contributions to sustainability, social engagement and ethical business in our non-financial reporting.

We ensure that all of Neurimmune's books, records, accounts and financial statements are maintained in reasonable detail, fairly reflect Neurimmune's financial position and transactions and conform to applicable legal requirements, Neurimmune's system of internal controls and accounting principles generally accepted in Switzerland.

We do not make false, misleading or artificial entries into Neurimmune’s books or records, and follow internal accounting controls established to ensure the complete and accurate recording of all transactions.

Neurimmune records must be maintained, stored and, when appropriate, destroyed in accordance with Neurimmune’s policies and SOPs, and in compliance with applicable laws and regulations (e.g., regulatory, environmental, tax, employment, and trade regulations).

To understand which records must be preserved, or if a question arises as to the interpretation of a record retention obligation, the General Counsel should be consulted.

11. We protect confidential information intellectual property and personal data
Confidential information includes information about Neurimmune operations, research programs, product development efforts, other technologies or products, financial performance or employees that has not been publicly disclosed or is not available from public sources. We protect all such confidential information and do not disclose it to any other party except where necessary to accomplish a Neurimmune purpose and under the terms of an appropriate confidentiality agreement. We also may be in possession of third party confidential information provided to Neurimmune. We do not disclose such confidential information or use it in any manner except according to the terms under which it was provided.

We understand that protecting Neurimmune’s intellectual property is essential to maintaining a competitive advantage. We establish, support, maintain, and defend Neurimmune’s intellectual property (including but not limited to patents, patent applications, trade secrets, trade names, trademarks, service marks, and copyrights) in a manner that protects the highly sensitive nature of the information and its commercial value to Neurimmune.

We protect the privacy and integrity of personal data in all business activities. We only collect personal data for legitimate business purposes and retain it only as long as is necessary or required by law.

We take precautions to safeguard the security of personal data when it is collected, processed, stored, and transferred, and will provide notice and obtain consent prior to obtaining personal data, consistent with applicable laws and regulations.

12. We respect our employees
We treat our employees and colleagues professionally and fairly, ensuring workplace safety, respecting privacy, and valuing relationships and diverse perspectives. We stand against discrimination and harassment in all forms.

Each of us must perform his or her job in a manner that promotes a safe and healthy workplace while also preserving and protecting the environment.

Retaliation or other means of counter measures are prohibited against any employee who has made a complaint in good faith to an Executive Committee member about discrimination, harassment, sexual harassment, wrongdoing or violations of law, Neurimmune policies or procedures, or who has cooperated in the investigation of such a complaint.

Retaliation includes any employment decision or other conduct made with the intent to punish an employee for submitting a complaint or assisting in a Neurimmune investigation, as well as any decision or conduct that might have discouraged an employee from submitting a complaint or cooperating in an investigation.

13. We protect Neurimmune’s Property, Resources and the Environment
All Neurimmune facilities, instruments and equipment are Neurimmune property. We are responsible for the protection of Neurimmune’s assets and the proper and appropriate use of Neurimmune facilities, instruments, equipment, and services. Any suspected incident of theft or fraud must be reported immediately for investigation.

We cannot use or divert any Neurimmune property, including services of other employees and Neurimmune information, for personal advantage or benefit or for use in non-Neurimmune business activities or non-business activities unrelated to Neurimmune.

Neurimmune computers, communications devices and equipment, and networks may only be used in accordance with Neurimmune policies and may never be used to access, receive, or transmit material that is illegal or inappropriate. While sending proprietary or confidential information to persons outside of Neurimmune or if receiving information from persons outside Neurimmune, Neurimmune’s IT safety protocols and precautions must be followed.

We are not permitted to access another employee’s computer unless prior permission is received from that employee or from a supervisor in instances where such action is necessary to conduct Neurimmune business.

We understand our responsibility, as a group and as individuals, to operate in an environmentally responsible and efficient manner, and are committed to minimizing adverse impacts on the environment.

We act in accordance with relevant local, national and international environmental laws and regulations and strive to continuously improve our environmental performance. We promote and support initiatives aiming at using energy efficiently, minimizing waste, preventing pollution and using natural resources responsibly.

14. We treat animals fairly
In those circumstances when it is inevitable to use animals to conduct vital research, we acknowledge our responsibility to ensure that animals included in studies conducted by or on Neurimmune’s behalf are treated with respect and with a high level of humane and ethical concern.

Animal experiments performed by or on behalf of Neurimmune shall be performed in compliance with the requirements on outsourced animal testing stipulated by Swiss law. Employees responsible for experiments will be educated in and follow ethical principles for animal experimentation.

15. We are personally responsible
Neurimmune supports an open and honest working environment where employees feel comfortable to ask questions and to raise potential problems or concerns, without fear of reprisal.

It is not only our responsibility to conduct ourselves in an ethical business manner. We also have a responsibility to ensure that others do the same. Any Covered Person who becomes aware of an existing or potential violation of this Code, of any law, rule or regulation or of Neurimmune policy has an obligation to report the complaint or concern to a member of the Executive Committee. Neurimmune does not permit retaliation of any kind against employees for reports of Code violations made in good faith and will treat these reports in a confidential manner.

Although not all Covered Persons are expected to know the details of all laws, rules and regulations to which Neurimmune is subject to, it is important to understand enough to determine when it is necessary or appropriate to seek advice or report suspected violations. When in doubt, Covered Persons are expected to seek such guidance.

Neurimmune recognizes that in some instances it may be difficult to determine the correct answer to a particular situation. Since every specific situation that may arise cannot be anticipated and addressed in our Code of Conduct, it is important to remember that there are resources available to assist Covered Persons to properly address a situation, and for Covered Persons to use common sense in determining what actions are proper. In making such assessments, the following points should be considered.

What exactly am I being asked to do? Does it seem improper?
Is my action ethical, legal and consistent with the values contained in this Code?
Is it consistent with other Company policies?
Is it based on a thorough understanding of the possible consequences?
Will I be proud of the decision?
Would I still be comfortable with the decision if it appeared in the newspaper?

If you are unsure of what to do in a given situation, please discuss the issue with your supervisor or a member of the Executive Committee.

16. We expect our suppliers and business partners to uphold the standards of this Code
This Code of Conduct outlines our commitment, as a group and as individuals, to conduct our business activities with the highest level of integrity and ethical standards and in accordance with all applicable laws, rules and regulations.

We expect our suppliers and business partners to uphold the same standards, by conducting their activities in an ethical and responsible manner and by complying with all relevant laws and regulations as well as ensure that same ethical standards are followed in their own value chain.

In particular, we require that all our suppliers and business partners adhere to Human Rights Principles in their operations and value chains, including prohibiting child labor and forced labor.

This Code will be provided to all third parties with whom we conduct or intend to conduct business (consultants, vendors and any other third party acting under their control on behalf of Neurimmune, referred to in this code as “Agents”. We expect them to have read, understood and to comply with this Code of Conduct. Non-compliance with these standards will be subject to review and may result in the termination of our business relationship.

17. Communication and Training
The Code of Conduct is made publicly available on Neurimmune’s website. Covered Persons are provided with a copy of this Code upon onboarding. A signed acknowledgement of receipt and understanding is kept on file

In addition, specific training on the principles of this Code is provided to Covered Persons at onboarding and on a regular basis to ensure consistent understanding among employees.

18. Violations of the Company Code of Conduct
In the event of a report of a violation of the Code, of any law, rule or regulation or any policy or SOP, the Executive Committee will undertake a preliminary investigation. The investigation will be handled discreetly and information disclosed to others only on a “need to know” basis or as required by law. If a member of the Executive Committee is the subject of an investigation, that member may not participate in deliberations of the Executive Committee concerning the investigation or the company’s response. There will be no adverse action taken against employees who, in good faith, report violations of the Code who participate in the investigation.

If, following the initial investigation, the potential violation could lead to a sanction more severe than a verbal or written warning, the Executive Committee will further investigate as it deems appropriate, including through a meeting by two members of the Executive Committee with the person or persons alleged to be in violation. A written record of the meeting will be distributed to the Executive Committee and the individuals involved.

Following the conclusion of the investigation, the Executive Committee will consider the alleged violation, with a member of the Executive Committee being assigned to present facts and make arguments in a manner favorable to the individuals involved. If a violation is deemed to have occurred, in determining what action is appropriate the Executive Committee will take all relevant information into account, including the nature and severity of the violation, whether the violation was a single occurrence or occurred repeatedly, whether the violation appears to have been intentional or inadvertent, whether the individual involved had been advised prior to the violation as to the proper course of action, and whether or not the individual involved had committed other violations in the past.

Following its determination the Company will take such action as it deems appropriate and provide to the individual involved a written notice of its determination including the nature of the disciplinary action to be taken, up to and including possible termination of the individual’s employment. Such disciplinary actions shall be reasonably designed to deter wrongdoing and to assure accountability for adherence to the Code, to laws, rules and regulations and to Company policy and SOPs.

19. Oversight & Availability
This Code is overseen by Company’s Board of Directors and is administered by the Executive Committee.

This Code of Conduct was adopted as per the policy of Neurimmune by the Board of Directors on 18.04.2024, superseding the first version of the Code of Conducted published 23.01.2020

Should you have any questions or require further clarification of any obligations contained in this Code, please do not hesitate to seek assistance from your supervisor or a member of the Executive Committee.