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Code of Business Conduct

Standard 6

Don't Offer or Accept a Bribe or Kickback. Do not accept favors from potential business partners in exchange for your business decisions, and do not offer favors to potential customers in return for business.

Company employees are strictly prohibited from offering, giving, soliciting and/or accepting gratuities, bribes and kickbacks. Offering or accepting a gift or gratuity in exchange for favorable treatment or to secure business is illegal and can subject you as an individual and the company as an organization to criminal prosecution. You must never offer, give, solicit or accept items such as cash, loans, gift certificates, travel, invitations to attend or participate in activities such as sporting events or hunting trips, or other things of value in order to secure business or in return for giving business. This prohibition applies across the board to all of our business relationships, whether those relationships are with the government or with private sector entities.

You must be especially vigilant in your business dealings with actual or potential business partners to ensure that what you may construe as a routine business courtesy is not in fact a bribe or a kickback. A routine business courtesy will generally be of fairly low value and will be reasonably related to a legitimate business objective, such as food served at a breakfast meeting to non-government customers or a coffee mug with the company logo given to a non-government customer. A routine business courtesy does not include a lavish dinner for a large group of people, a weekend trip, travel expenses for business meetings, and other expenditures designed to induce a customer to enter a contractual relationship with the company. To the extent that you feel that social activities are helpful in maintaining good customer relations, you must coordinate closely with your management and with the company's legal department to ensure that such activities do not run afoul of this standard or federal, state and local law.

Because employees of the government are subject to strict rules concerning gifts, meals and other business courtesies, we must all take special precautions to ensure that no company employee offers or provides any gifts, entertainment, meals (aside from minor refreshments), or anything else of value to a government employee without prior approval of the company legal department.

We must also ensure that the business relationships we as a company enter into do not run afoul of this standard or the laws against kickbacks and bribes. For example, if we as a company enter into an agreement with a vendor to take stock in the vendor in exchange for awarding that vendor a subcontract on a government contract, the stock agreement would likely be construed to be an illegal kickback.

Likewise, we must be especially vigilant in the area of consulting agreements. In the provider context, consulting agreements between entities such as hospitals, medical supply companies and laboratories on the one hand, and physicians on the other hand, have been found to have been entered for the purpose of inducing referrals and to therefore violate the Medicare and Medicaid Anti-Kickback Act. Thus, any proposed arrangement or agreement tying compensation to the anticipated volume of business must be referred to the company's legal department for their review.

Violation of this standard will subject the company employee to the full range of disciplinary sanctions, up to and including termination for cause where appropriate.

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