Karius Code of Ethics and Business Conduct

I. Introduction

The Karius, Inc. (“Karius” or “Company”) Code of Ethics and Business Conduct (“Code”) reflects Karius's commitment to conducting its business in accordance with the highest ethical standards and all applicable laws and regulations. The Code describes what is expected of every person conducting business on behalf of Karius, including directors, officers, employees, advisors, consultants, contractors, and temporary workers (“Karius Personnel”). The Code applies to our interactions with colleagues, customers, healthcare providers, patients, payers, collaborators, vendors, suppliers, regulators, government officials, candidates, and all others outside the Company.

II. Responsibilities

Integrity, Good Judgment and Exemplary Business Conduct
All Karius Personnel are expected to read and understand the Code and uphold both the letter and the spirit of the ethics and business conduct standards outlined in the Code, Karius's policies and procedures, and all applicable laws, rules, and regulations. Violation of the Code could result
in disciplinary action up to and including termination of an individual’s relationship with Karius. The Code is not designed to address every practice or principle related to business conduct and ethics. It is a guide to help Karius Personnel make good decisions and navigate situations where the answer might not always be clear. Ultimately, the foundation of corporate integrity is unyielding personal integrity and the exercise of good judgment. Karius Personnel are expected to apply the Code’s principles and guidance in support of the following objectives:

  • a respectful and safe working environment;
  • fair dealing and ethical handling of actual or apparent conflicts of interest;
  • full, fair, accurate, timely and understandable disclosures;
  • compliance with applicable laws, rules, regulations, and industry guidance (“Laws”);
  • fair and equitable responses when reviewing alleged violations of Laws and the Code;
  • protection of Karius's business interests, including its assets and corporate opportunities;
  • maintaining the confidentiality of various types of information.

Ask Questions and Report Concerns
Karius Personnel are responsible for speaking up if they have questions about how to proceed in a particular situation or concerns about the conduct of Karius Personnel or potential violations of the Code, Karius policies or procedures, or applicable laws, rules, and regulations encountered at work.

Karius Personnel with questions or concerns regarding this Code are encouraged to speak with their manager. Questions or concerns may also be raised directly with the Legal department (legal@kariusdx.com). In addition, Karius maintains an anonymous reporting hotline. It is a toll-free phone number for Karius Personnel that can be used to ask questions or raise concerns and is available 24 hours a day, 7 days a week. Questions or concerns may also be submitted via the website. This hotline is maintained by a third party on Karius's behalf and can be reached via the website www.kariusdx.ethicspoint.com or by telephone at 844.825.9914 (toll-free).

Concerns will be taken seriously, and all information provided will be treated confidentially, except to the extent necessary to conduct a thorough investigation of the complaint, or otherwise required by law. Karius does not tolerate retaliation against anyone who raises concerns or questions regarding a potential violation of the Code that they reasonably believe to have occurred. Acts of perceived retaliation must be reported immediately to the Legal Department.

In situations involving imminent harm or a criminal act (such as assault) promptly contact appropriate law enforcement or emergency personnel first and then reach out to the internal resources noted in this Code.

III. Karius's Respectful and Safe Work Environment

Karius is committed to creating a safe work environment where everyone is treated with respect and dignity in the workplace to bring out the full potential of Karius Personnel which, in turn, contributes directly to our business success.

Prohibition Against Harassment and Discrimination
Karius is committed to a workplace free of harassment, bullying, discrimination, and retaliation and supports its dedication to equal-opportunity employment. Unacceptable behavior that is verbal, physical, or visual that creates an intimidating, offensive, or hostile working environment or that interferes with the performance of work or duties by Karius Personnel will not be tolerated. Examples include but are not limited to:

  • Unwelcome or disrespectful comments, gestures, or physical contact;
  • Disseminating or displaying offensive, derogatory, or explicit materials;
  • Offensive or derogatory comments or jokes; or
  • Verbal or physical abuse or threats.

Prohibited behavior includes interactions with external parties such as customers and thought leaders. Karius Personnel must not discriminate based on race, sex and gender, physical or mental disability, sexual orientation, or any other characteristic protected by law for an opportunity with Karius. Karius Personnel are required to complete and certify anti-discrimination and anti-harassment training as required by California law.

Diversity, Equity and Inclusion

Embracing diversity in every aspect of our business is key to our success. We firmly believe that workplace diversity, equity, and a culture of inclusion help to spur innovation and create healthy and high-performing teams. We are committed to honoring and investing in the full diversity of people in our hiring, recruiting, promotion, and development of employees across the Company.

We respect diversity in each other, our customers, suppliers, vendors, and all parties with whom we interact. Karius is committed to creating an inclusive environment where diverse voices are active in all aspects of the organization. All Karius Personnel are expected to support and contribute to an environment that respects and values the diversity of our workforce.

We consider diversity comprehensively, including race, religious creed, color, national origin, ancestry, physical or mental disability, medical condition, genetic information, marital status
(including registered domestic partnership status), sex and gender (including pregnancy, childbirth, lactation and related medical conditions), gender identity and gender expression (including transgender individuals who are transitioning, have transitioned, or are perceived to be transitioning to the gender with which they identify), age (40 and over), sexual orientation, Civil Air Patrol status, military and veteran status, and any other characteristic protected by federal, state, or local law (collectively referred to as "protected characteristics") and other factors that shape the creative perspective and professional experience.

Health, Safety and the Environment

Safe Work Environment

Karius is committed to providing a safe and healthy work environment and to complying with all applicable federal, state, and local environmental, health, and safety laws and regulations. All Karius Personnel have a responsibility for maintaining this safe and healthy workplace by: (1) following all environmental, health, and safety policies, procedures, and work instructions; (2) reporting accidents, injuries, and unsafe equipment, practices, or conditions and developing corrective and preventative actions as appropriate; and (3) only handling hazardous materials when authorized and appropriately trained, including the transport and disposal of such materials. In addition to contacting their manager, Karius Personnel should contact safety@kariusdx.com regarding laboratory-related issues and facilities@kariusdx.com regarding other issues related work safety such as accidents, injuries, equipment malfunction, or facilities hazards.

No Illegal Drugs and Substance Abuse

Karius maintains a drug-free workplace. The use or possession of illegal drugs or controlled substances on Karius property or while Karius Personnel are engaged in any job-related activity,
while on or outside of Karius property, is not allowed. In addition, Karius Personnel may not report to work while under the influence of or in an altered state due to the use of alcohol, drugs (legal or illegal), or controlled substances. Drinking alcoholic beverages is prohibited while Karius Personnel are engaged in any job-related activity or on the premises of the Company, except at specified Company-sanctioned events.

Violence Prevention and Weapons
The safety and security of Karius Personnel is of paramount importance and violence or threats of violence in the workplace will not be tolerated. If Karius Personnel experience, witness, suspect, or otherwise become aware of, a violent or potentially violent situation on Company premises that may impact Company business they must immediately contact their manager, the Director of Operations, facilities@kariusdx.com, or call 911 for local emergency response based on the nature of the situation.

Karius Personnel may not possess any weapon whether on or off Karius property, including in cars, while they are engaged in job-related activities. This prohibition applies even if the individual possesses a permit to carry weapons. This prohibition does not apply to security personnel who have been approved by Karius management to carry weapons.

Contaminating the environment with any hazardous substance that could cause injury to the community or environment can result in civil and criminal liability under state and federal law,
including monetary fines and imprisonment. Karius is committed to complying with applicable law and expects the same from Karius Personnel.

In recognition of the importance of environmental stewardship, Karius strives to conduct its business in an environmentally responsible manner that minimizes environmental impact. We are committed to minimizing the use of any substance or material that may cause environmental damage, reducing waste generation, disposing of all waste through safe and approved methods, minimizing environmental risks by employing safe technologies and operating procedures, and being prepared to respond appropriately to accidents and emergencies.

IV. Business Practices

Fair Dealing
Karius Personnel are expected to deal fairly with our customers, suppliers, other Karius Personnel, and anyone else with whom they have contact in the course of performing their job-related responsibilities. This includes not taking unfair advantage of anyone through misuse of confidential information, misrepresentation of material facts, or any other unfair trade practice. Karius Personnel involved in procurement have a special responsibility to adhere to principles of fair competition in the purchase of products and services by selecting suppliers based exclusively on commercial considerations, such as quality, cost, availability, service, and reputation, and not on the receipt of special favors or personal connections with potential vendors.

Antitrust laws are designed to protect the competitive process. Karius is committed to complying with applicable antitrust laws and regulations. Karius Personnel must not directly or indirectly enter into any formal agreement with competitors that fixes or controls prices, divides or allocates markets, limits the production or sale of products, boycotts certain suppliers or customers, eliminates competition, or otherwise unreasonably restrains trade. Certain types of information, such as pricing, production, and inventory, must not be exchanged with competitors, regardless of the setting whether business or social. Antitrust laws impose severe penalties for certain types of violations, including criminal penalties and significant fines and damages. Karius Personnel should consult their manager and the Legal department with any questions relating to antitrust laws and regulations

Prohibition Against Corruption and Bribery
Karius is committed to complying with all applicable anti-corruption and anti-bribery laws. Karius's policies and procedures strictly prohibit all forms of bribery, regardless of whether it involves government officials or private parties. Karius Personnel must not offer or accept bribes or kickbacks and must not participate in or facilitate corrupt activity of any kind.Karius Personnel will not make facilitation payments, or payments to expedite routine matters, to any government or quasi-government official. A bribe can include all things of value including but not limited to money, discounts, gifts, or favors.

International Activities and Trade Laws
Karius is committed to following all applicable trade laws relating to the import, export, and re-export of goods and all laws regarding doing business in compliance with all economic and
trade sanctions in the countries where Karius does business. This includes compliance with the economic and trade sanctions administered by the Office of Foreign Assets Control (“OFAC”).
Karius does not accept blood materials from foreign sources and before undertaking such activities will obtain proper permits from appropriate government agencies, including the Center
for Disease Control (“CDC”) or the Food and Drug Administration (“FDA”), and establish a compliance program to support compliance with applicable shipping regulations. These laws can
be complex and the Legal department must be consulted whenever Karius Personnel are considering acquiring or transporting data or materials to or from another country (physically or electronically), conducting business with an international partner, or an individual who is not a citizen or permanent resident of the United States.

Accurate Books and Records
All Karius business records must be as complete, accurate, and honest. False or misleading record entries regarding financial or other business matters are strictly prohibited. Karius Personnel should be as clear, concise, truthful, and accurate as possible when recording information in business records. Our business records serve as a basis for managing Karius's business and are important to meeting our obligations to customers, suppliers, creditors, investors, employees, regulatory agencies, and other entities with which Karius has business arrangements. All of Karius's books, records, accounts, and financial statements must be maintained in reasonable detail, must appropriately reflect company transactions, and must conform both to legal requirements and to Karius's system of internal controls. All payments and expenses must be supported by appropriate documentation, such as an approved contract or purchase order, or payment receipts for meals, including business objectives and attendees, and must include appropriate approvals when required. Karius has the responsibility to maintain, retain, and destroy company records, whether paper or electronic, in accordance with all legal and regulatory recordkeeping requirements.

Avoiding Conflicts of Interest
Karus encourages Karius Personnel to actively participate in their communities and pursue a variety of interests in their personal lives. In doing so, Karius Personnel must be mindful of actual and potential conflicts of interest that may interfere with their job-related responsibilities or duty to act in the best interest of the Company. Karius Personnel should be free from influences that conflict with the best interest of the Company and should also endeavor to avoid even the appearance of a conflict of interest.

It is not feasible to describe all possible conflicts that could arise. The following are examples of situations that may involve a conflict of interest for a Karius Employee:

  • A side venture that interferes with their ability to perform their job-related responsibilities.
  • Serving on the board of directors of a customer.
  • Running for office for a local government position which is charged with making zoning decisions potentially impacting the Company.
  • Providing consulting services to start-up companies in the same competitive space.
  • Choosing a former college roommate to perform services for the Company in the absence of soliciting additional bids and withdrawing from the decision-making process.

Whether a conflict of interest exists often depends heavily on the facts and circumstances, therefore, Karius Personnel are strongly encouraged to carefully review the Company’s Conflicts of Interest Policy and proactively reach out to their managers or the Legal department (legal@kariusdx.com) for advice and approval or to report potential or actual conflicts of interest. Officers and Board Members should solicit input regarding actual or potential conflicts of interest from the Legal Department and seek the approval of the Board of Directors.

Legal Compliance
Compliance with both the letter and spirit of applicable laws, rules, and regulations is the foundation of the Code and the Company’s success depends upon Karius Personnel, regardless of position and level, performing their job-related responsibilities in a compliant manner. Karius Personnel are expected to understand the laws, rules, and regulations applicable to their function and areas of responsibility. Some of the more important and generally applicable laws, rules, and regulations are described in the Company’s policies and procedures which are available in Medialab and on various Confluence pages. It is impossible to cover every applicable topic in these documents, and if any doubt exists regarding whether a particular law, rule, or regulation applies to Karius or whether a course of action is lawful, Karius Personnel are accountable for seeking the advice of their manager and the Legal department.

Business Courtesies and Gifts
The provision or receipt of certain business courtesies and gifts can create a conflict of interest or bias and have serious legal implications. Consequently, they may only be provided by Karius
Personnel in limited circumstances consistent with Karius’s policy and procedure, such as Meals and Educational Items Policy (HCC-0005), Travel & Expense Policy (KAO-0013), and Speaker Program Policy HCC-0004. Generally, business courtesies may not include providing any form of entertainment, such as tickets to sports or other entertainment events, and gifts must be limited to educational items related to Karius products and services. In addition, they must be provided openly and transparently, only in connection with a legitimate business interaction, be reasonable and appropriate to the relationship and local customs, not be intended to influence decisions regarding the use of Karius’s products or services, avoid placing the recipient under any obligations, and be accurately and contemporaneously reflected in Karius's books and records where required. Karius Personnel must not provide non-educational gifts to customers or business courtesies consisting of cash or cash equivalents. Requesting or soliciting personal gifts, entertainment, or services from third parties in connection with job-related activities is prohibited.

Karius Personnel are responsible for reading and complying with all applicable policies and contacting the Legal department (legal@kariusdx.com) if they have any questions or concerns related to business courtesies or gifts.

Communicating with Government Representatives, Regulators, and Auditors
Karius is part of a highly regulated industry, and Karius Personnel may be contacted by government agencies or their representatives about Karius. Such organizations may also conduct on-site inspections. Karius wants to ensure that these entities obtain accurate information to which they are legally entitled to receive. If Karius Personnel comes into contact with such a representative or meets or comes across a representative in the office, please immediately notify your manager or other senior Karius Personnel or the Legal department legal@kariusdx.com. Karius Personnel should not accept service of process (legal process for notifying a business that legal action has been taken against it) on behalf of Karius unless they are authorized to do so.

Karius Personnel must not destroy any record, book of accounts, or other documents relating to the Company except in accordance with the Company’s document retention policy, and during the course of a government investigation or inquiry, the Legal department must be consulted before destruction of such materials. During an investigation or audit Karius Personnel must not lie to government investigators or other parties, make misleading statements, or attempt to cause any Karius Personnel to fail to provide accurate information to them.

V. Protecting Company Assets

Protection and Proper Use of Company Assets
The Company depends on all Karius Personnel to protect the Company’s assets and ensure they are used efficiently and for a legitimate business purpose. The Company’s assets include physical assets and data and communications transmitted or received by Karius Personnel on the Company’s electronic and telephonic systems. To the extent permitted by law, Karius has the ability, and reserves the right, to monitor all electronic and telephonic communications. These communications may also be subject to disclosure to law enforcement or government officials.

Confidential and Proprietary Information
In performing their job-related responsibilities, Karius Personnel may learn confidential or proprietary information about fellow Karius Personnel, customers, vendors, suppliers, collaborators, and other third parties. Confidential information may include: research, discovery, and product development activities and associated data, business, marketing, contracting, and pricing information, corporate partner and customer lists, personnel data, personally identifiable information, and similar types of information (“Confidential Information”). This information may be protected by patent, trademark, copyright, or trade secret laws or be subject to a variety of federal, state, and international privacy laws. Karius Personnel are responsible for reading, understanding, and complying with all applicable Company policies and procedures and any applicable contracts related to Confidential Information.

Disclosing Confidential Information may be harmful to the involved parties, including Karius, and violate contracts, laws, and regulations. Unless disclosure is required by law as determined by the Legal department, Karius Personnel must not disclose Company Confidential Information. In addition, Karius Personnel are expected to take care not to inadvertently disclose Confidential Information and only use this information for appropriate job-related business purposes. Issues related to the use and disclosure of Confidential Information are often complex. Karius Personnel are strongly encouraged to reach out to their managers or the Legal department (legal@kariusdx.com) for guidance.

Personal Health Information
Protecting the privacy and security of personal health information is very important to Karius's mission. Failure to do so may result in not only monetary penalties, but also the loss of trust of customers, patients, research participants, and collaborators. Karius is committed to patient privacy and requires that all members of its workforce and all vendors handle identifiable patient health information with the highest level of confidentiality in accordance with all applicable laws, contractual commitments, and ethical standards. Only those employees or contractors with specific authorization may access personal health information, and such access may only be for authorized purposes, and only the minimum necessary to accomplish such authorized purposes may be accessed, used, and disclosed.

Political Contributions and Activities
Karius funds or assets shall not be used to make political contributions to any political party or candidate. A “contribution” is any direct or indirect payment, distribution, loan, advance, deposit, or gift of money, services, or anything of value in connection with an election or to an organization or group formed to support or defend a referendum or ballot issue.

Karius supports and encourages Karius Personnel to participate in political processes when they are not involved in performing their job-related activities, however, Karius Personnel must ensure that they do not create the impression that they represent or are acting on behalf of the Company when involved with independent political activities. Karius Personnel may not receive reimbursement from corporate funds for personal political contributions or expenses incurred in connection with participating in political activities.

Communicating with the Press
Only those Karius Personnel who have specifically been appointed to speak to the press or post to the internet or any Company social networking service may do so on Karius's behalf. All press inquiries should be referred to the Karius Marketing department at media@kariusdx.com.

Personal Communications and Social Media
Karius recognizes that Karius Personnel may be involved in presentations and activities in a variety of public settings, including professional conferences and various online web-based forums. Karius Personnel are encouraged to conduct themselves in a responsible, respectful, and honest manner even when not involved in performing job-related activities as these activities may be imputed to Karius. Executives, officers, directors, and managers have a special duty of care since their opinions are more likely to be deemed to express those of Karius in any context, even in their personal social media accounts. Karius Personnel must include a disclaimer in presentations and social media content that is not job-related stating that their views do not necessarily reflect the views of the Company. Karius Personnel should raise any questions regarding the appropriateness of external communications with their manager or the Legal department legal@kariusdx.com.

VI. Conclusion

Karius is dedicated to making a difference in people’s lives through innovation and scientific excellence while holding itself to the highest standards of ethical conduct in all business activities. To accomplish this, all Karius Personnel regardless of their level or position, must adhere to the standards contained in this Code. Each individual is responsible for their actions.

Conduct that violates the law or this Code cannot be justified by claiming that it was ordered by a supervisor or someone in higher management. Engaging in conduct prohibited by law or this Code will be deemed to be outside of the scope of employment and will subject Karius Personnel to disciplinary action, up to and including termination of employment. Such conduct also may be reportable to law enforcement. All Karius Personnel are encouraged to reach out to their managers and the Legal department legal@kariusdx.com with any questions regarding this Code or to express concerns. The Karius anonymous reporting hotline is also available to Karius Personnel to confidentially report concerns www.kariusdx.ethicspoint.com.