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I.

SUMMARY.

II.	STATEMENT OF POLICIES PROHIBITING INSIDER TRADING.

1.

This Policy does not apply to the exercise of stock options or the vesting of restricted stock units or restricted stock, in each case granted under Company’s equity compensation plans.  This Policy does apply, however, to any sale of Company stock as part of a broker-assisted cashless option exercise, or any other market sale of the Company Stock received upon exercise or vesting of any equity award, whether or not for the purpose of generating the cash needed to pay the exercise price of a stock option or to pay taxes. In addition, for purposes of this Policy, the Company considers sell-to-cover transactions solely for the purpose of paying withholding taxes upon the vesting and delivery of restricted stock units to be exempt from this Policy if such sale is required by the Company in accordance with the terms of the equity award and not upon the directive of the employee.

2.

This Policy does not apply to the surrender of shares directly to the Company to satisfy tax withholding obligations as a result of the issuance of shares upon vesting or exercise of restricted stock units, stock options or other equity awards granted under the Company’s equity compensation plans.  Of course, any market sale of the Company Stock received upon exercise or vesting of any such equity awards remains subject to all provisions of this Policy, whether or not for the purpose of generating the cash needed to pay the exercise price or pay taxes.

3.

This Policy does not apply to acquisition of Company Stock on periodic designated dates in accordance with the Company’s Non-Employee Directors’ Compensation Policy (the “Directors’ Compensation Policy”).  This Policy does apply, however, to a director’s election to receive Company Stock in lieu of cash compensation under the Directors’ Compensation Policy.  Accordingly, such elections may not be effected during a Black-Out Period or when a director is otherwise in possession of material, non- public information relating to the Company or any of its securities.

III.	EXPLANATION OF INSIDER TRADING.

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Transactions by insiders while in possession of material, non-public information;

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Transactions by persons other than insiders while in possession of material, non-public information where the information either was given in breach of an insider’s fiduciary duty to keep it confidential or was misappropriated; or

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Communicating or tipping material, non-public information to others, including recommending transactions in a security while in possession of such information.

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significant clinical trial results;

•

regulatory approvals and significant discussions with the U.S. Federal Drug Administration;

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significant safety incidents;

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internal financial information which departs in any way from what the market would expect;

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changes in sales, earnings or dividends;

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an important financing transaction;

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stock splits or other transactions relating to Company securities;

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mergers, tender offers or acquisitions of other companies, or major purchases or sales of assets;

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major management changes;

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sales or purchases by the Company of its own securities;

•

major litigation or regulatory developments;

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significant process or product developments;

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gain or loss of a major supplier;

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major transactions with other companies or entities, such as joint ventures, collaboration agreements or licensing agreements;

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the extent to which external events, including but not limited to pandemics, have had or will have a material impact on the Company’s operating results; and

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a major cybersecurity incident.

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SEC administrative sanctions;

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Securities industry self-regulatory organization sanctions;

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Civil injunctions;

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Damage awards to private plaintiffs;

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Disgorgement of all profits;

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Civil fines for the violator of up to three (3) times the amount of profit gained or loss avoided;

•

Civil fines for the employer or other controlling person of a violator (i.e., where the violator is an employee or other controlled person) of up to the greater of $1,000,000 or three (3) times the amount of profit gained or loss avoided by the violator;

•

Criminal fines for individual violators of up to $5,000,000 ($25,000,000 for an entity); and

•

Jail sentences of up to twenty (20) years.

IV.	STATEMENT OF PROCEDURES PREVENTING INSIDER TRADING.

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the vesting of restricted stock units or restricted stock;

•

sell-to-cover transactions solely for the purpose of paying withholding taxes upon the vesting and delivery of restricted stock units, if such sale is required by the Company in accordance with the terms of the equity award and not upon the directive of the employee;

•

purchases of Company Stock under on periodic designated dates in accordance with the Directors’ Compensation Policy; and

•

transactions effected under an approved Rule 10b5-1 Trading Plan as set forth in Section V below.

1.

PROHIBITION OF SPECULATIVE TRADING/HEDGING.  All directors, officers, employees and Subject Contractors are prohibited from engaging in short sales; transactions in put or call options, hedging or monetization transactions, including the purchase or sale of puts or calls or the use of any other derivative instruments; or other inherently speculative transactions with respect to the securities of the Company at any time.

2.

PROHIBITION ON PLEDGING.  All directors, officers, employees and Subject Contractors are prohibited from holding any securities of the Company in a margin account or otherwise pledging any securities of the Company as collateral for any loan.

V.	RULE 10B5-1 TRADING PLANS.

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First, before becoming aware of the information, the individual enters into a binding contract to purchase or sell the securities, provides instructions to another person to sell the securities or adopts a written plan for trading the securities in good faith (i.e., the Trading Plan).

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Second, the Trading Plan must either:

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specify the amount of securities to be purchased or sold, the price at which the securities are to be purchased or sold and the date on which the securities are to be purchased or sold;

°

include a written formula or computer program for determining the amount, price and date of the transactions; or

°

prohibit the individual from exercising any subsequent influence over the purchase or sale of the Company’s Stock under the Trading Plan in question.

•

Third, the purchase or sale must occur pursuant to the Trading Plan and the individual must not enter into a corresponding hedging transaction or alter or deviate from the Trading Plan.

VI.	EXECUTION AND RETURN OF CERTIFICATION OF COMPLIANCE.

	Transaction Vehicle (check one)			Transaction Initiated By (check one)
	☐	Open Market Transaction		☐	Employee or immediate family member directly
	☐	Equity Compensation Plan		☐	Court or government decree (e.g., divorce decree)
	☐	Other (specify):		☐	Broker (provide name, firm, telephone and e-mail):
	Type of Transaction (check one)
	☐	Purchase or acquire common stock
	☐	Sell or dispose of common stock
	☐	Move Company Securities from one account to another (e.g., in or out of a trust)
	☐	Dispose of fractional shares
	☐	Pledge Company Securities for margin account, or otherwise
	☐	Exercise options without subsequent sale
	☐	Exercise options with subsequent sale (including a “cashless exercise”)
	☐	Other (describe):

	Number of securities:
	Estimated share price:

Contemplated execution date:

Date of your last “opposite way” transaction**:

	Signature:
	Print Name:

Date:

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