|Code of Business Conduct and Ethics
As of: May 2021
This Code of Business Conduct and Ethics (the “Code”) sets forth legal and ethical standards of conduct for directors, officers and employees of Idera Pharmaceuticals, Inc. (the “Company”). 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 and all of its subsidiaries and other business entities controlled by it worldwide.
If you have any questions regarding this Code or its application to you in any situation, you should contact your supervisor, the Chief Compliance Officer, the Chief Executive Officer or the Chief Financial Officer.
Compliance with Laws, Rules and Regulations
The Company requires that all employees, officers and directors comply with all laws, rules and regulations applicable to the Company wherever it does business. 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.
If you become aware of the violation of any law, rule or regulation by the Company, whether by its officers, employees, directors, or any third party doing business on behalf of the Company, it is your responsibility to promptly report the matter to your supervisor, the Chief Compliance Officer, the Chief Executive Officer or the Chief Financial Officer of the Company. While it is the Company’s desire to address matters internally, nothing in this Code should discourage you from reporting any illegal activity, including any violation of the securities laws, antitrust laws, environmental laws or any other federal, state or foreign law, rule or regulation, to the appropriate regulatory authority. Employees, officers and directors shall not discharge, demote, suspend, threaten, harass or in any other manner discriminate or retaliate against an employee because he or she reports any such violation. In the even it is determined that the report was made with knowledge that it was false, appropriate action will be taken. This Code should not be construed to prohibit you from testifying, participating or otherwise assisting in any state or federal administrative, judicial or legislative proceeding or investigation.
Conflicts of Interest
Employees, officers and directors must act in the best interests of the Company. You must 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 interferes, or appears to interfere, with the interests of the Company. A conflict of interest can arise whenever you, as an officer, director or employee, take action or have an interest that prevents you from performing your Company duties and responsibilities honestly, objectively and effectively.
No employee, officer or director shall perform services as a consultant, employee, officer, director, advisor or in any other capacity for, or have a financial interest in, a meaningful competitor of the Company or one of its businesses, other than services performed at the request of the Companyand other than a financial interest representing less than one percent (1%) of the outstanding shares of a publicly-held company; and
No employee, officer or director shall use his or her position with the Company to influence a transaction with a supplier or customer in which such person has any personal interest, other than a financial interest representing less than one percent (1%) of the outstanding shares of a publicly- held company.
If you are an employee of the Company, it is your responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest to the Chief Compliance Officer, Chief Executive Officer or Chief Financial Officer of the Company, who shall be responsible for determining whether such transaction or relationship constitutes a conflict of interest. If you are an executive officer or director, it is your responsibility to disclose such a transaction or relationship to the Chair of the Board of Directors. If you are the Chair of the Board of Directors it is your responsibility to disclose such a transaction or relationship to the Lead Director of the Board of Directors, if any, or the Chair of the Audit Committee of the Board of Directors, if there is no Lead Director. The Board shall be responsible in such event for determining whether such transaction or relationship constitutes a conflict of interest.
Employees, officers and directors who have material non-public information about the Company or other companies, including our suppliers and collaborators, as a result of their relationship with the Company are prohibited by law and Company policy from trading in securities of the Company or such other companies, as well as from communicating such information to others who might trade on the basis of that information.
Information concerning the Company is considered material if there is a substantial likelihood that a reasonable shareholder would consider the information important in making a decision to buy or sell the Company’s securities. Stated another way, there must be a substantial likelihood that a reasonable shareholder would view the information as having significantly altered the “total mix” of information available about the Company. Information concerning the Company is considered nonpublic if it has not been disseminated in a manner making it available to investors generally. Material nonpublic information can include positive or negative information about the Company. Information concerning any of the following subjects, or the Company’s plans with respect to any of these subjects, is the type of information that is likely to be considered material:
the Company’s revenues or earnings;
a merger or acquisition involving the Company;
a change in control or a significant change in management of the Company;
a major collaboration agreement or other business development arrangement involving the Company;
the public or private sale of a significant amount of additional securities of the Company;
the receipt of information regarding the regulatory approval process that relates to whether a product will be approved or to the timing of regulatory approvals andfilings;
the results from and the timing of clinical trials;
a significant development, invention or discovery;
a stock split;
a conclusion by the Company or a notification from its auditors that any of the Company’s previously issued financial statements should no longer be relied upon.
This list is illustrative only and is not intended to provide a comprehensive list of circumstances that could give rise to material nonpublic information.
To help ensure that you do not engage in prohibited insider trading and avoid even the appearance of an improper transaction, the Company has adopted an Insider Trading Policy, which is available from the personnel department.
If you are uncertain about the constraints on your purchase or sale of any Company securities or the securities of any other company of which you are familiar with by virtue of your relationship with the Company, you should consult with the Chief Financial Officer of the Company before making any such purchase or sale.
Employees, officers and directors must maintain the confidentiality of confidential information entrusted to them by the Company or other companies, including our suppliers and collaborators, except when disclosure is authorized by a supervisor or legally mandated. Unauthorized disclosure of any confidential information is prohibited. Additionally, employees should take appropriate precautions to ensure that confidential or sensitive business information, whether it is proprietary to the Company or another company, is not communicated within the Company except to employees who have a need to know such information to perform their responsibilities for the Company.
Third parties may ask you for information concerning the Company. Subject to the exceptions noted in the preceding paragraph, employees, officers and directors (other than the Company’s authorized spokespersons) must not discuss internal Company matters with, or disseminate internal Company information to, anyone outside the Company, except as required in the performance of their Company duties and only after an appropriate confidentiality agreement is in place. 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 inquiry of this nature, you must decline to comment and refer the inquirer to your supervisor or one of the Company’s authorized spokespersons.
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 confidential information, restrictions on the solicitation of former colleagues to work at the Company and non-competition obligations.
Honest and Ethical Conduct and Fair Dealing
Employees, officers and directors should endeavor to deal honestly, ethically and fairly with the Company’s suppliers, customers, collaborators, researchers, competitors and employees. Statements regarding the Company’s products, technologies 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-dealingpractice.
Protection and Proper Use of Corporate Assets
Employees, officers and directors should seek to protect the Company’s assets. Theft, carelessness and waste have a direct impact on the Company’s financial performance. Employees, officers and directors must use the Company’s assets and services solely for legitimate business purposes of the Company and not for any personal benefit or the personal benefit of anyone else.
Employees, officers and directors must advance the Company’s legitimate interests when the opportunity to do so arises. You must not take for yourself personal opportunities that are discovered through your position with the Company or the use of property or information of the Company.
Gifts and Gratuities
The use of Company funds or assets for gifts, gratuities or other favors to employees or government officials is prohibited, except to the extent such gifts are in compliance with applicable law, insignificant in amount and not given in consideration or expectation of any action by the recipient.
Employees, officers and directors must not accept, or permit any member of his or her immediate family to accept, any gifts, gratuities or other favors from any customer, supplier or other person doing or seeking to do business with the Company, other than items of insignificant value. Any gifts that are not of insignificant value should be returned immediately and reported to your supervisor. 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. No gift valued at over $50.00 shall be considered insignificant.
Common sense and moderation should prevail in business entertainment engaged in on behalf of the Company. Employees, officers and directors should provide, or accept, business entertainment to or from anyone doing business with the Company only if the entertainment is infrequent, modest and intended to serve legitimate business goals.
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.
Accuracy of Books and Records and Public Reports
Employees, officers and directors must honestly and accurately report all business matters. You are responsible for the accuracy of your records and reports. These records and reports include not only financial records and reports, but also scientific records and reports such as the records kept in laboratory notebooks or records and reports relating to preclinical and clinical studies. Accurate information is essential to the Company’s ability to meet legal and regulatory obligations.
All Company books, records and accounts (financial or otherwise) shall be maintained in accordance with all applicable regulations and standards and accurately reflect the true nature of the information or events they record. No false or misleading entries shall be made in the Company’s books or records for any reason. The financial statements of the Company shall conform to generally accepted accounting rules and the Company’s accounting policies. No undisclosed or unrecorded account or fund shall be established for any purpose, and no disbursement of corporate funds or other corporate property shall be made without adequate supporting documentation.
It is the policy of the Company to provide full, fair, accurate, timely and understandable disclosure in reports and documents filed with, or submitted to, the Securities and Exchange Commission and in other public communications.
Concerns Regarding Accounting or Auditing Matters
Employees with concerns regarding questionable accounting or auditing matters or complaints regarding accounting, internal accounting controls or auditing matters may confidentially, and anonymously if they wish, submit such concerns or complaints by utilizing the Company’s Compliance Hotline (the “Hotline”). The message will be forwarded on an anonymous basis to the Chief Compliance Officer and the Chair of the Audit
Committee of the Board of Directors. The message cannot be traced to the original sender. See “Reporting and Compliance Procedures” below for details regarding the Hotline. All such concerns and complaints will be reviewed by the Chief Compliance Officer and the Chair of the Audit Committee and forwarded to the Audit Committee, unless they are determined to be without merit by the Chair of the Audit Committee. In any event, a record of all complaints and concerns will be provided to the Audit Committee each fiscal quarter.
The Audit Committee will evaluate the merits of any concerns or complaints received by it and authorize such follow-up actions, if any, as it deems necessary or appropriate to address the substance of the concern or complaint.
The Company will not discipline, discriminate against or retaliate against any employee who reports a complaint or concern. In the event it is determined that the report was made with knowledge that it was false, appropriate action will be taken.
Dealings with Independent Auditors
No employee, officer or director shall, directly or indirectly, make or cause to be made a materially false or misleading statement to an accountant in connection with (or omit to state, or cause another person to omit to state, any material fact necessary in order to make statements made, in light of the circumstances under which such statements were made, not misleading to, an accountant 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 employee, officer or director shall, directly or indirectly, 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.
Waivers of this Code of Business Conduct and Ethics
While some of the policies contained in this Code must be strictly adhered to and no exceptions can be allowed, in other cases exceptions may be possible. Any employee or officer who believes that an exception to any of these policies is appropriate in his or her case should first contact his or her immediate supervisor. If the supervisor agrees that an exception is appropriate, the approval of the Chief Executive Officer and the Chief Compliance Officer of the Company must be obtained. The Chief Executive Officer and the Chief Compliance Officer of the Company 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 Chair of the Board of Directors. If the Chair of the Board of Directors seeks an exception to any of these policies, he or she should contact the Lead Director of the Board of Directors, if any, or the Chair of the Audit Committee of the Board of Directors, if there is no Lead Director. Any waiver of this Code for executive officers or directors or any change to this Code that applies to executive officers or directors may be made only by the Board of Directors of the Company and will be disclosed as required by law or stock exchange regulation.
Reporting and Compliance Procedures
Every employee, officer and director has the responsibility to ask questions, seek guidance, and report suspected violations and express concerns regarding compliance with this Code. Any employee, officer or director who knows or believes that any other employee or representative of the Company has engaged or is engaging in Company-related conduct that violates applicable law or this Code or has concerns regarding accounting or auditing matters should report such information to his or her supervisor or to the Chief Compliance Officer, the Chief Executive Officer or the Chief Financial Officer, as described below. You may report such conduct without fear of retaliation. The Company will not discipline, discriminate against or retaliate against any employee who reports such conduct or who cooperates in any investigation or inquiry regarding such conduct. In the event it is determined that the report was made with knowledge that it was false, appropriate action will be taken. Any supervisor who receives a report of a violation of this Code must immediately inform the Chief Compliance Officer, Chief Executive Officer or Chief Financial Officer.
You may report violations of this Code by utilizing the Hotline or by contacting the Company’s Chief Financial Officer, Chief Executive Officer or Chief Financial Officer by fax, mail or e-mail. The Hotline is operated by a third party service provider, which the Company has retained to receive such reports, the contact information for which are detailed below. You may make such reports on a completely anonymous and confidential basis by contacting the Hotline. Employees may report to the Hotline any concerns an employee may have with respect to the Company, including, but not limited to, concerns with the Company’s business or operations, suspected violations of the Code, securities or antifraud laws, accounting issues, any law relating to fraud against shareholders, or any other issue concerning the company and their employment with the company.
Reports made to the Hotline will, in turn, be provided directly to the Chief Compliance Officer and/or the Chair of the Audit Committee on an anonymous and confidential basis. Should the report relate to the Chief Compliance Officer, report will be provided directly to Chief Executive Officer and not to Chief Compliance Officer. The Hotline may be reached 24 hours a day, 7 days a week.
Contact Information for the Compliance Hotline:
Toll-Free Telephone Number
Compliance Hotline E-mail Address
Compliance Hotline Internet Address
If the Chief Compliance Officer, the Chief Executive Officer, the Chief Financial Officer, or the Chair of the Audit Committee receives information regarding an alleged violation of this Code, they shall, as appropriate,
(a) evaluate such information, (b) if the alleged violation involves an executive officer or a director, inform the Board of Directors of the alleged violation, (c) determine, in the case of employees, whether it is necessary to conduct an informal inquiry or a formal investigation (with the Board making such determination in the case of alleged violations involving an executive officer or director) and, if so, initiate such inquiry or investigation and (d) compile a report of the results of any such inquiry or investigation and take any appropriate action, or if the alleged violation involves an executive officer or a director, report the results of any such inquiry or investigation to the Board of Directors or a committee thereof. Employees, officers and directors are 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 discharge.
The Company shall determine whether violations of this Code have occurred and, if so, shall determine the disciplinary measures to be taken against any employee 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 executive officer or director.
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, reductions in salary, discharge and restitution. Certain violations of this Code may require the Company to refer the matter to the appropriate governmental or regulatory authorities for investigation or prosecution.
Moreover, any supervisor who directs or approves of any conduct in violation of this Code, or who has knowledge of such conduct and does not immediately report it, also will be subject to disciplinary action, up to and including discharge.
Dissemination and Amendment
This Code shall be distributed to each new employee, officer and director of the Company upon commencement of his or her employment or other relationship with the Company and shall also be distributed annually to each employee, officer and director of the Company, and each employee, officer and director shall certify annually that he or she has received, read and understood the Code and has complied with its terms.
The Company reserves the right to 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.
This document is not an employment contract between the Company and any of its employees, officers or directors.
History of Changes:
October 16, 2018 – Removed all references to the Chief Financial Officer and replaced with Vice President,
Finance given the departure of the CFO from the Company. April 26, 2019 – Modified to reflect the new Hotline routing
April 30, 2020 – Removed all references to the Vice President, Finance and replaced with the Chief Financial Officer
April 29, 2021 – Date changes