Business Conduct & Ethics Policy

Abacus Rx’s employees, management, shareholders and board of directors are required to uphold the highest professional and ethical standards at all points of business conduct.

To Abacus Rx Employees:

Ensuring strict adherence to ethical standards is not only required from employees that deal with our vendors and customers, it is critical to our growth and at the cornerstone of our internal beliefs and organizational culture.

Regardless of your location or your position, each of you has the responsibility to ensure that Abacus Rx conducts business fairly, honestly and ethically, at all times and at all levels of the corporation. Because of the importance of this subject and our growing team, we have revised and are reissuing Abacus Rx’s Business Conduct & Ethics Policy. The attached Policy applies to all of us and provides clear guidelines with respect to appropriate business activities. This document will be available at the Abacus Rx office and posted on our corporate website ( to ensure every employee understands the seriousness by which we believe in the principles set forth in the Policy. The revised Business Conduct & Ethics Policy provides a mechanism for employees, customers or vendors to confidentially report questionable business practices to Abacus Rx management. If information comes to your attention that causes you to reasonably suspect that a violation of the Policy or any law may have occurred or is likely to occur, you should immediately report that information to management.

Abacus Rx has a zero tolerance policy when it comes to retaliation. Employees who, in good faith, communicate suspected violations of this Policy to management will not experience any retaliation or retribution. All reported incidents will be taken seriously, fully investigated by the Chief Compliance Officer, Human Resources or their respective designees and when appropriate corrective measures will be taken.

We are proud of what Abacus Rx has accomplished and believe we have established a strong foundation for future success. Our integrity is at the center of our ability to continue to grow and prosper. Each and every one of you is required to read, understand and comply with these principles and the standards set forth in the attached Policy.

Overview and Purpose of the Policy

Abacus Rx, Inc., and all related corporations, affiliates, subsidiaries, parents, entities, successors and assigns (collectively for purposes of this Policy referred to as “Abacus” or “company” pride themselves on operating with the highest standards of ethical conduct and fair dealing. It is the Policy of Abacus to maintain the highest level of professional and ethical standards in the conduct of its business affairs. The Company places the highest importance on its reputation for honesty, integrity and high ethical standards. This Business Conduct & Ethics Policy (“UPolicyU”) reaffirms this commitment.

The successful business operation and reputation of Abacus is built upon honesty, fair dealing and the ethical conduct of our business. Likewise, the continued success of Abacus depends upon our customer’s satisfaction through our employees providing the highest level of service. Employees must merit the continued trust, confidence and loyalty of Abacus’s customers. Therefore, each and every employee must conduct himself/herself in such a manner as to fulfill the goals of honesty, fair dealing and ethical conduct. Abacus’s reputation for integrity and excellence requires careful observance of the spirit and letter of all applicable laws and regulations, as well as a scrupulous regard for the highest standards of conduct and personal integrity. To that end, Abacus will comply with all applicable laws and regulations and will require all of its officers, directors, managers and employees (collectively referred to herein for convenience as “employees” to comply with this Policy, to conduct business in accordance with the letter, spirit and intent of all relevant laws and to refrain from any illegal, dishonest or unethical conduct.

In an effort to ensure compliance with this Policy, the Board of Directors of Abacus is adopting a formal Compliance Program. To oversee and implement this program, the Company is appointing a Chief Compliance Officer (“UCCOU”). The CCO’s name, address, telephone number and email address is listed on Appendix “A.” The CCO will provide education and training programs for employees, oversee the preparation of guidelines on business practices, respond to inquiries from any employee or third party regarding appropriate business practices, and investigate any allegations of possible impropriety. The above-described standards only can be attained and maintained through the commitment and conduct of all Abacus personnel. It is the obligation of each employee to conduct himself/herself in a manner to ensure the maintenance of these standards. Such actions and conduct will be important factors in evaluating an employee’s judgment and competence, and an important element in the evaluation of an employee’s performance. Correspondingly, insensitivity to or disregard for the principles of this Policy will be grounds for appropriate disciplinary actions up to and including termination.

In adhering to this Policy, employees must be cognizant of all applicable U.S. and host country laws and regulations that apply to and impact upon the conduct of Abacus’s business affairs. Each employee has an obligation to familiarize himself/herself with all such applicable laws and regulations and to adhere at all times to these requirements. Where any question or uncertainty regarding these requirements exists, it is incumbent upon, and the obligation of, each employee to seek guidance from either Abacus’s General Counsel or the Chief Compliance Officer. In particular, this Policy prohibits Abacus and any persons or entities acting on its behalf from engaging in unethical conduct, violating any applicable laws, engaging in prohibited transactions and/or offering, promising, paying or authorizing the payment, directly or indirectly, of anything of value (such as a bribe or kickback) to a customer, client, vendor, supplier, or government official to influence or reward any act of such person or entity. Compliance with accounting procedures and internal control procedures also is essential. All personnel must ensure that these procedures are strictly adhered to at all times. Alleged violations of this Policy will be investigated by the appropriate Abacus departments. Any permitted exceptions to this Policy must be documented in writing and approved by the Chief Executive Officer (“CEO”) of Abacus Rx, Inc., the Chief Financial Officer (“CFO”) of Abacus Rx, Inc., the Chief Operating Officer (“COO”) of Abacus Rx, Inc. and/or the Chief Compliance Officer (“CCO”). (Refer to appendix A Ufor a current list of the names and contact information for these officers.) No exceptions may be made which would violate any applicable laws.

Your Role in Compliance

This Policy is a guide to Abacus’s legal and ethical compliance standards. Of course, it does not cover every situation that you are likely to encounter, but it does address those situations that are most important to Abacus and/or most likely to arise in the performance of your job duties. While Abacus will make every effort to provide compliance information to all employees, and to respond to all compliance inquiries, no educational and training program, however comprehensive, can anticipate every situation that may occur. Responsibility for compliance with this Program, INCLUDING THE DUTY TO SEEK GUIDANCE WHEN IN DOUBT, rests with each employee of Abacus.

As a guide, if you have doubts about your course of conduct, ask yourself the following questions:

  • Could your actions harm Abacus’s reputation?
  • Are the actions ethical?
  • Are the actions legal (in the United States and in any host country)?
  • How would the conduct appear if it was reported in the media or communicated to a manufacturer, business partner or government authority?
  • What would an Abacus Officer or Director think of your actions?

This Policy applies in every location throughout the world where Abacus engages in business and it controls Abacus business activities unless it contradicts the requirements of host country laws and regulations. It is important to remember that in many situations U.S. laws and regulations, such as the Foreign Corrupt Practices Act or OFAC regulations, apply in countries outside of the U.S. It is very important, if you have any doubts or confusion as to whether any aspect of this Policy or any applicable law or regulation governs your business activities, to contact Abacus’s General Counsel or its Chief Compliance Officer.

Overview on the Complaint Process and Zero Tolerance for Retaliation

In order for the Policy to be effective, Abacus needs each of you to comply with the Policy and report any suspected violations to management. You not only have an obligation to comply with the policy, you need to report any suspected violations of it through one of the mechanisms set forth in this Policy. The reporting mechanisms are set forth in detail in Section M below. In short, you can make a report to the Chief Compliance Officer, the General Counsel, or one of Abacus’s designated management representative (all listed on Appendix A). You also may call the Ethics hotline, or you can transmit your concerns using the Online Reporting Form or emailing to the Ethics Email Address.

If you opt to use the Online Reporting Form, email the Ethics Email Address or call the Ethics Hotline, Abacus has procedures in place to protect your identity, if you prefer to make an anonymous complaint. If you do make an anonymous complaint, however, it may not be possible to fully investigate your concerns without some identifying details about your allegations, even if you do not disclose your name. All reasonable attempts will be made to investigate every claim as thoroughly as possible. Obviously, however, if you provide your identity a more thorough investigation can be made especially if the investigators need to do additional follow up with you as the investigation proceeds.


Employees, who file malicious or intentionally false reports of a suspected violation of this Policy and employees who have knowledge of, but fail to report a suspected violation of this Policy, will be subject to disciplinary action, up through and including termination. Abacus will take reasonable steps to investigate any suspected violation of this Policy, including the failure to report a violation. If necessary, law enforcement authorities will be notified of any suspected violations. Abacus supports criminal prosecution of those involved in any violation of any federal, state, local or host country laws. To that end, Abacus will cooperate with the authorities where appropriate. In addition, when appropriate, Abacus will institute civil and/or criminal proceedings against violators of these Policies.

1. General

Abacus is committed to complying with all applicable federal, state, local and foreign laws, rules, and regulations governing its business.
If you have any questions concerning compliance with any such laws, please contact the Chief Compliance Officer or Abacus’s General Counsel. Current names and contact information for the Chief Compliance Officer or the General Counsel are provided in Appendix A.

2. Contract Negotiations

Abacus is committed to competing fairly and ethically for business opportunities. Employees involved in the negotiation of contracts must ensure that all statements, communications, and representations of fact to customers and vendors are accurate and truthful. No employee shall submit any claims, bids, proposals or any other documents of any kind that are false, fictitious or fraudulent. Whether for government contracts or non-government contracts, if any employee is requested to provide or certify cost or pricing data in connection with contract negotiations, it must be current, accurate and complete.


Abacus employees must avoid personal transactions, situations or undertakings where their personal interest may conflict with Abacus’s interest (or may create the appearance of a conflict of interest with Abacus’s interest). Abacus employees also must avoid activities or unauthorized or unproductive use of Abacus time, equipment or information for personal gain. It is inappropriate to use your position, influence, resources, and information from or about Abacus for personal advantage or for the advantage of others. Examples of such conflicts of interest include, but are not limited to, the following:

  • Receiving remuneration, cash, goods or services from Abacus’s customers, vendors and suppliers without reporting same through Abacus’s Gift Acceptance Policy;
  • Awarding (or unduly influencing other Abacus employees to award) business or contracts to relatives or business interests in which you have a personal or financial interest; and
  • Ownership in any entity that is a supplier, vendor or customer of Abacus where you stand to realize a personal gain from said entity conducting business with Abacus.

If an employee believes a certain personal transaction, situation or undertaking may violate this Policy, the employee has a duty to report said situation to the Chief Compliance Officer and the Human Resources Department before finalizing the transaction. If the transaction has been finalized, said employee should immediately disclose the situation to the Chief Compliance Officer and the Human Resources Department.

All employment decisions including hiring, compensation, benefits, promotions, transfers, reassignments, training, discipline and termination at Abacus are based upon personal capabilities and qualifications regardless of age, race, color, national origin, gender, sexual orientation, religion, disability status, veteran status, marital status or any other status protected by law. Abacus is committed to the principles of freely chosen employment, fair working hours, freedom of association, compliance with wage and hour laws, a work environment free of unlawful discrimination, harassment and retaliation, and general humane treatment of its employees. If you believe that someone has violated these principles, contact any manager, any human resources representative, or the Chief Compliance Officer. You also may report the incident pursuant to the reporting mechanisms set forth in Section M of this Policy, which includes calling the Ethics Hotline (direct dial 1.305.220.0400), using the Online Reporting Form, or emailing the Ethics Email Address ( However, if you use the Ethics Hotline, Online Reporting Form or the Ethics Email Address, it is preferable that you do not make anonymous reports about violations of workplace policies because Abacus needs as much detail and information as possible to conduct a full investigation and to remedy any complaints. Any employee violating this policy may be subject to appropriate disciplinary action, up to and including termination.

Many Abacus employees have executed restrictive covenant agreements that place restrictions on the terms and conditions of their employment (during employment and after employment) including limitations on their ability to compete with Abacus, solicit Abacus’s employees, solicit Abacus’s customers and vendors and to use or disclose Abacus’s confidential and proprietary information. In addition to those that have executed restrictive covenant agreements, all Abacus employees are subject to a policy on confidentiality and non-disclosure of Abacus’s confidential and proprietary information. Under Abacus’s policy, during and after their employment, Abacus employees may not improperly use or disclose to any third party Abacus’s confidential and proprietary information. Abacus expects all employees to adhere to their restrictive covenant agreements, where applicable, and to adhere to Abacus’s non-disclosure/confidentiality policy. Employees who improperly use or disclose confidential information are subject to immediate and appropriate discipline, up to and including termination, and when appropriate, legal action. Employees who violate their restrictive covenant agreements are subject to additional remedies including legal action.

Abacus’s workplace policies also provide for the terms and conditions of using Abacus’s email, computer and telephone systems. Such policies provide in part that telephone, email and computer usage must be limited to Abacus’s business purposes. Where permitted by applicable federal, state, local and foreign laws, Abacus reserves the right to monitor and inspect employee usage of these systems. Abacus’s workplace policies also provide for the terms and conditions of Abacus’s document retention policy. Documents should be retained in accordance with this policy, and compliance must be complete, accurate and ethical. Abacus’s workplace policies also provide for the terms and conditions for reimbursement of business expenses and travel expenses. Submissions of expense reports must be in accordance with these policies and complete, accurate and ethical.

Finally, Abacus’s workplace policies have additional open door and complaint procedures governing violations of the employment-related policies. For more details on these and other employment-related and workplace policies, please refer to Abacus’s Workplace Policies, which is maintained by Abacus’s Human Resources Department.

We believe Abacus is a great place to work and provides employees with competitive wages and benefits. In return, we are proud of our employees and are confident your conduct will be professional and business-like. We want to avoid unnecessary restrictions or restraints on your personal conduct. However, for the protection of Abacus’s property, business interests, and other employees, we must establish rules and procedures which must be followed.

No written list of organizational rules can substitute for good judgment nor can any list be exhaustive. We outline some of these rules below. Others may be posted from time to time. The following non-exhaustive list of conduct can result in disciplinary action, up to and including termination:

  • Endangering the safety of oneself, others or Company property;
  • Exhibiting violent behavior, including threatening or intimidating language; any form of physical assault; or possessing weapons or explosives on Company property or while performing Company business;
  • Engaging in any conduct that constitutes a violation of any Company Policy;
  • Engaging in any conduct that constitutes a conflict of interest with Abacus’s business interests;
  • Engaging in any conduct to solicit, obtain or acquire special treatment from government officials, customers, clients, vendors, suppliers or other business where said means violates any foreign, federal, state or local law, rule or regulation including, but not limited to, laws related to bribery, political corruption, or improper gifts;
  • Engaging in conduct in violation of the Company’s equal opportunity, non-retaliation, disability or harassment policies, including sexual harassment;
  • Misrepresentation or falsification of records, reports, employment application, time cards, benefit claims or any other business-related documents or information;
  • Unauthorized disclosure or misuse of confidential or proprietary information;
  • Being rude or discourteous to an employee, provider, customer or potential customer;
  • Violation of any agreement with the Company;
  • Working for a competitor of the Company;
  • Failing to maintain consistent levels of performance at or above a “competent” rating;
  • Failing to perform job duties and/or substandard performance of job duties;
  • Engaging in insubordination, such as willfully refusing to follow your supervisor’s instructions; refusing to accept a proper job assignment; and refusing to work overtime when asked reasonably in advance;
  • Being convicted in a court of law of a felony or other crime that would cause you to be unsuitable for continued employment;
  • Engaging in unethical or illegal behavior of any sort, including conduct that is not in accordance with the Company standards of business conduct;
  • Breaching trust;
  • Violating the Company’s drug/alcohol-free workplace Policy while on Company time or property (for the purposes of this rule, being under the influence of alcohol or drugs while on paid time is not appropriate);
  • Smoking at any time in prohibited areas;
  • Reporting for work improperly attired;
  • Violating the Company’s distribution and solicitation rules;
  • Violating the Company’s policies on absences or tardiness;
  • Retaliating against a person who uses the Open Door Policy set forth herein;
  • Entering work premises after hours without authorization;
  • Taking, receiving, selling, concealing or possessing without permission or authorization, property belonging to Abacus, co-workers, contractors, vendors or customers;
  • Deliberately misusing or damaging equipment, material or other Company or third party property;
  • Deliberate interference with Company operations, work, or production;
  • Stealing materials, supplies or cable service or abetting others in such theft, or failing to report knowledge of such activities;
  • Use of Internet, computers, telephones and other Company property for personal use (i.e., personal emails, reviewing non-business Internet sites, creating and maintaining non-business documents);
  • Mishandling, mistreatment or misuse of Abacus’s property, including, but not limited to, improper use of its computers, servers and related software;
  • Failing to report, in accordance with Abacus’s Complaint Procedure as set forth herein, any actual or suspected illegal or unethical conduct by any Abacus officer, director, employee, independent contractor, agent, customer, client, vendor or supplier;
  • Failing to report, in accordance with Abacus’s Complaint Procedure, any actual or suspected violations of Abacus policies by any Abacus officer, director, employee, independent contractor or agent; and
  • Engaging in any other conduct the Company deems unacceptable.

If anyone engages in conduct that violates Abacus’s standards, you should report it to the Chief Compliance Officer, your manager and/or the Human Resources Department. You also may report the incident pursuant to the reporting mechanisms set forth in Section M of this Policy, which includes calling the Ethics Hotline (direct dial +1.305.220.0400), using the Online Reporting Form or emailing the Ethics Email Address ( However, if you use the Ethics Hotline, Online Reporting Form or the Ethics Email Address, it is preferable that you do not make anonymous reports about violations of workplace policies because Abacus needs as much detail and information as possible to conduct a full investigation and to remedy any complaints.

It is a violation of U.S. federal laws and some U.S. state laws for corporations to make direct or indirect political contributions to political candidates, political parties or organizations that might use the contributions for a political candidate. Abacus may contribute to political organizations or candidates only when it is legal under the applicable law. Abacus encourages individual employees to participate in the political process. However, Abacus employees are not allowed to compel another employee to make a political contribution or engage in political activity against the employee’s personal inclination.

Due Diligence and Selection of Representatives and Business Partners

In addition to the general regulations set forth above, the FCPA has additional requirements. Again, Abacus is dedicated to the dynamic and profitable expansion of its operations worldwide. Abacus will compete for all business opportunities vigorously, fairly, ethically and legally and will negotiate contracts in a fair and open manner. Regardless of any pressure exerted by foreign officials, Abacus will conduct business using only legal and ethical means.

This practice of fairness and professionalism must extend to the activities of Abacus’s agents, independent contractors, consultants, representatives, and business partners. Abacus should be careful to avoid situations involving third parties that might lead to a violation of the FCPA. It is much better not to hire an agent or consultant, for example, than to conduct business through the use of a third party’s questionable payments. Therefore, prior to entering into an agreement with any agent, consultant, independent contractor, joint venture partner or another representative who acts on behalf of Abacus with regard to foreign governments on international business development or retention, Abacus will perform proper and appropriate FCPA-related due diligence (e.g., qualifications, company history) and obtain from the third party certain assurances of compliance. Such due diligence may include but is not limited to, requiring these persons and entities to complete questionnaires and certifications related to FCPA compliance as well as to produce any documentation needed to establish compliance with the FCPA.

In addition to bribery of foreign government officials, Abacus also prohibits commercial bribery in connection with any of its business practices. Commercial bribery means giving anything of value to an intermediary (i.e., a customer or vendor’s employee/representative) with the intent of influencing this business contact’s commercial conduct. Abacus prohibits employees from providing or taking anything of value to gain an improper advantage in any transaction with actual or potential customers, vendors or suppliers.

The successful business operation and reputation of Abacus is built upon the principles of fair dealing and ethical conduct of our employees. Our reputation for integrity and excellence requires careful observance of the spirit and letter of all applicable laws and regulations as well as a scrupulous regard for the highest standards of conduct and personal integrity.

In order to avoid the appearance of impropriety, Abacus employees must report and disclose the receipt of gifts, compensation and other gratuities from any of Abacus’s customers, vendors, contractors and other business contacts with a value in excess of the amounts designated below. These gratuities include, but are not limited to, incentive trips, meals, sporting event tickets, apparel or any other valued item that may be accepted or received. Gifts, compensation and other gratuities in excess of the designated amounts must be reported on a Gift Disclosure Form, which can be obtained from the employee’s General Manager or Abacus’s Human Resources Department.

For gifts, compensation and other gratuities between Fifty and Two Hundred and Fifty Dollars (U.S. $50.00 to $250.00 or equivalent value in local currency), the completed Gift Disclosure Form must be submitted to and received by the employee’s General Manager and the Corporate Human Resources Director within two (2) business days of receipt of the gift. For gifts, compensation and other gratuities in excess of Two Hundred and Fifty Dollars (U.S. $250.00 or equivalent value in local currency), the completed Gift Disclosure Form must be submitted to and received by the employee’s General Manager/Abacus’s Human Resources Director within two (2) business days of receipt of the gift. For gifts, compensation, and other gratuities, the value of which will expire on or before the end of two (2) business days after receipt (such as a ticket to a sporting event), the employee must submit the Gift Disclosure Form immediately upon receipt of the gift.

Abacus has and will continue to have an Open Door Policy, which means that you have multiple avenues available to confidentially report workplace concerns without fear or concern for retaliation from management.

Open Door

To best address your work-related issue (including but not limited to discrimination, harassment, OSHA violations, retaliation, compensation issues), it is important where feasible that all appropriate levels of management have an opportunity to review your question, suggestion or complaint. You should first address your issue with your immediate supervisor or your Human Resources representative. However, if you do not feel comfortable speaking with your supervisor, you may skip that person and go directly to the next level. If you believe that you cannot go through the chain of command, contact any manager, even if that person is not in your chain of command.

In situations involving a violation of ethics, business conduct rules, or workplace policies, you should contact the Chief Compliance Officer. However, if you do not feel comfortable contacting the Chief Compliance Officer, you should contact one of the officers or managers listed on Appendix A. As noted herein, Abacus’s policy strictly prohibits retaliation against any employee who in good faith exercises legally protected rights or who utilizes the Open Door Process. If at any time during or following the initiation of the Open Door Process you believe that you are being subjected to retaliation, report it to your Human Resources manager or the Chief Compliance Officer. Upon completion of an investigation, anyone found to be responsible for retaliatory behavior is subject to disciplinary action, up to and including termination.

Reporting Possible Illegal or Unethical Conduct

On occasion, you may have some question or concern about some aspect of your work, your relationship with your supervisor or co-workers, or behavior you observe by those around you that you feel require the attention of someone other than yourself, such as a perceived, suspected or actual violation of this Policy or a governing law, rule or regulation. Your concerns will be kept confidential, to the extent possible, and you will not be retaliated against for making your concerns known to management.


If you want to speak to a person, and you do not feel comfortable reporting to or speaking with the Chief Compliance Officer, as an alternative, you also may contact any of the officers, managers or legal counsel listed on Appendix A such as Abacus’s Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Senior Vice President of Human Resources or General Counsel.

If you use the Ethics Hotline, email, telephone number, or the online form your report may be made confidentially and anonymously. There are no tracking or tracing mechanisms, such as caller ID or other email identifiers. The reporting mechanisms will be made available to customers, suppliers, and who may have information about a suspected violation. If you chose to make the report in person to one of the designated people, the name and contact information for Abacus’s current Chief Compliance Officer, Officers, Directors, General Managers and General Counsel is listed on Appendix A.

Zero Tolerance on Retaliation


Any employee who fails to follow this Policy, including any of the subparts, will be subject to discipline up to and including discharge. Abacus shall determine appropriate actions to be taken in the event of violations of this Policy. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to this Policy. Abacus reserves the right to modify, revoke, suspend, terminate or change any or all of this Policy at any time, retroactively or prospectively, and without notice.

Compliance with this Policy is the responsibility of every Abacus employee (which includes, for purposes of this Policy, every officer, director and employee of Abacus). Disregarding or failing to comply with this Policy could lead to disciplinary action, up to and including possible termination of employment.

If you have more questions call us at (305) 220-0400 or