Legal and Policy Statements

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CODE OF CONDUCT

Baxa Corporation believes every Associate is responsible for upholding the mission, vision and values of the Company. The Corporation also believes Associates will not knowingly or willingly violate laws or policies of the communities which they serve. The intent of this Code of Conduct is to build responsibility and a standard of behavior among all Baxa Associates.

Baxa Core Values:
Baxa will deliver growth and performance to investors while maintaining its focus on the five principles of Baxa, which are: Patient Safety, Integrity, Customer Focus, Growth and Performance.

Baxa Code of Conduct Toward Customers. We will:

• Provide honest advertising and labeling for our products
• Maintain a high degree of trust through open and honest communications
• Sell our products without discrediting competitors
• Promptly disclose any product issues relating to performance or safety
• Not misrepresent the performance or capabilities of our products
• Maintain compliance with the Food and Drug Administration (FDA), Medical Device Directives (MDD), Department of Health and Human Services (HHS), Centers for Medicare Services (CMS) and other applicable regulatory or governing bodies
• Not provide any advice with respect to obtaining reimbursement from CMS or private insurers
• Provide accurate and honest billing
• Honor our contractual commitments
• Provide honest reporting of product shortage or supply issues
• Not offer bribes or gifts in order to make a sale or maintain a customer and otherwise comply with all HHS rules

The Baxa Code of Conduct toward Associates. We will:

• Respect the diversity of our Associates and treat them with fairness and respect at all times
• Not tolerate harassment or abusive conduct. Speak out and expose when co-workers are being harassed.
• Abide by all safety and health laws, regulations and rules
• Not accept gifts that appear to have the intent of swaying a buying decision. Declare any gift received with a value greater than $100.
• Report ethics violations or ask ethics questions without fear of retaliation
• Be honest and accurate in reporting of expenses, time sheets, financial information, financial reporting and other company documents
• Incur business expenses conservatively. Spend the company’s money as if it were our own.
• Keep Baxa company information confidential. Not distribute or discuss regulatory affairs or business information outside of Baxa.

The Baxa Code of Conduct toward Investors/Shareholders. We will:

• Protect company assets, including information and trade secrets
• Not provide non-public information to investors or anyone outside the company without an appropriate non-disclosure agreement
• Maintain the accuracy of company information and records
• Follow all government laws and regulations that apply to securities and investors
• Cooperate with all audits by regulatory bodies

The Baxa Code of Conduct toward Competitors. We will:

• Not use illegal or unethical methods to gather competitor information
• Not discuss Baxa Corporation’s regulatory affairs issues with people outside of Baxa and not discuss competitors’ regulatory affairs in a defamatory or demeaning manner
• Build fair, responsible and trusting business relationships through honest advertising, labeling and literature
• Sell Baxa products and services without discrediting others in the business
• Provide honest reporting of product shortage or supply issues
• Not offer bribes or gifts in order to make a sale or maintain a customer; comply with all HHS rules

The Baxa Code of Conduct toward Community. We will:

• Strive to be a good corporate citizen; respect the wishes of the community and not intentionally harm the environment
• Respect the environment by complying with all applicable environmental laws and maintain compliance with the FDA, MDD, and other applicable governing regulatory bodies

The Baxa Code of Conduct toward Government. We will:

• Know the laws pertaining to doing business outside of national borders
• Comply with applicable laws and regulations wherever we do business and hold to these standards without influence by pressure from managers or demands due to business conditions

The Baxa Code of Conduct toward Suppliers. We will:

• Select ethical suppliers and hold them to the ISM (Institute for Supply Management) standards
• Avoid the intent and appearance of unethical or compromising practice in relationships, actions and communications
• Avoid any personal business or professional activity that would create a conflict of interest
• Not solicit or accept money, loans, credits or preferential discounts; not accept gifts, entertainment, favors or services
• Conduct supply management activities in accordance with national and international laws, customs and practices; according to Baxa Corporation policies and ethical principles and standards of conduct
• Develop, maintain and enforce professional competence according to the Baxa Supplier Introduction Booklet
• Develop ongoing relationships with Tier I suppliers. Provide preferential consideration to partners who achieve and maintain this special designation when awarding business.

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Sales and Marketing Code of Conduct

As a medical device manufacturer, Baxa Corporation is obligated to provide healthcare services and devices that represent appropriate use of technology and are of high quality.  These products are marketed and sold through ethical interactions with health-system professionals.  The information provided within this Code of Conduct is intended to define the scope and intent of these interactions with global healthcare professionals.

Overview
Baxa Corporation has developed and implemented a written Code of Conduct governing the ethical marketing and sales of our products and the related interactions with healthcare providers worldwide.  This Sales and Marketing Code of Conduct is intended to ensure compliance with applicable (US) federal, state and industry standards, such as the Code of Ethics on Interactions with Health Care Professionals  published by the Advanced Medical Technology Association ("AdvaMed") and the PhRMA Code on Interactions with Healthcare Professionals.

Disclosure and Certification
Baxa Corporation (“Baxa”) certifies that it has established a program designed to ensure: (1) ethical interactions with healthcare providers; and (2) that sales and marketing activities are in compliance with all applicable federal and state laws and industry standards for ethical sales and marketing of medical devices.  The following provides details regarding the Baxa Corporation Sales and Marketing Code of Conduct.

Healthcare Professionals
As defined by the AdvaMed code of ethics document, healthcare professionals include:  “…persons providing services (such as licensed physicians) and persons who do not provide services directly but who are involved in the decision to purchase, lease, or recommend a Medical Technology.  These individuals include, for example, purchasing agents, physician’s practice managers and management within group purchasing organizations (“GPOs”).”1

Policies and Procedures
In addition to this published Code of Conduct, Baxa Corporation maintains internal policies and procedures that govern the activities of its associates and provide accountability for the interactions described within this Code of Conduct.

Training and Education
Baxa Corporation provides training and educational materials related to the proper installation and use of its devices and systems.  Baxa may provide education to healthcare professionals on topics related to the safe and effective use of its devices and systems and/or their use within a professional setting.  These training and education programs are conducted by qualified professionals in settings appropriate for effective communication.

Baxa Corporation also may provide grants or sponsorship for specific educational programming that benefits healthcare professionals.  These include, but are not limited to, continuing professional education programs, fellowships for organizations with demonstrated commitment to scientific and technical education, and programs operated by organizations that provide high-quality, nationally recognized programming.  This programming may provide Continuing Education (CE) credit.  Note that professional participation in this type of educational programming may not be allowed in some states.

In addition, Baxa may provide educational grants for third-party educational conferences to reduce conference costs or cover faculty expenses.  These grants are provided for bona fide educational activities to organizations with genuine educational function.  In this case the third party independently controls and is responsible for program content, faculty, educational methods and materials.

Research Grants
From time-to-time Baxa Corporation may conduct market research for programs and products in areas of legitimate interest to the company.  Baxa may engage healthcare professionals as consultants or advisors for this research under a consulting agreement.  In addition, research grants may be provided to support customer research in a clinical setting.  All grant requests are subject to clinical review prior to funding approval.

Meetings and Events
Baxa Corporation does not, with limited exceptions that are in accordance with nationally recognized standards, reimburse healthcare professionals for travel and lodging expenses to attend third-party educational conferences.

Baxa Corporation may reimburse healthcare professionals for expenses related to their attendance at meetings focused on the education and training in the safe and effective use of its products.  These meetings are conducted in locations intended to be conducive to the exchange of information, such as the corporate headquarters training facility.  Baxa Corporation does not pay expenses for guests or spouses of participants in these meetings.

Business Meals and Hospitality
Baxa Corporation occasionally may offer a modest meal and/or reception as part of an educational event or product training meeting.  These events and/or meetings do not include entertainment or recreation, and Baxa representatives are present for the duration of the meeting.  Wherever possible, these meetings are held at the healthcare professionals' premises or other location conducive to the meeting purpose.  Baxa Corporation does not provide meals for healthcare professionals or other individuals who do not have a bona fide professional interest in the information being communicated at the meeting.

Baxa Corporation does not provide or pay for any entertainment or recreational activities for non-employee healthcare professionals.

Provision of Educational and Promotional Items
Baxa Corporation representatives may provide product-related items for educational purposes that are of reasonable value (generally less than $50 retail value per item).  Note that in some states, items greater than $50 in value must be disclosed by the manufacturer.

Baxa Corporation does not provide promotional gift "reminder" items of nominal value, such as pens, coffee mugs and gift cards, in the clinical or practice setting.  Baxa may provide products for evaluation or demonstration at no charge in order to address requirements for customer validation and/or trial prior to purchase.

Communication and Training
Baxa Corporation regularly trains associates on the critical nature of our products and their obligations as an employee of a regulated business.  Baxa is committed to ensuring that Code of Conduct requirements and procedures are communicated effectively to all affected associates.  All Baxa associates are expected to adhere to the company’s compliance activities and to report suspected violations of company policy to the Compliance Officer or the Leadership Team.

Federal and state laws and guidelines regarding legitimate sales and marketing activities are dynamic.  Baxa Corporation’s intention is to monitor and revise its policies and procedures related to Code of Conduct as changes in laws and guidelines dictate.  The company regularly reviews and updates its Code of Conduct and training programs, as well as identifying training needs on an “ad hoc” basis.  Baxa also provides targeted training specific to the Sales and Marketing functional areas and those associates directly affected by this Sales and Marketing Code of Conduct.

Auditing, Monitoring and Reporting
As part of its Sales and Marketing Code of Conduct, Baxa Corporation monitors and audits adherence to its compliance activities.  This includes review and approval of all marketing plans and tactics; reviews of corporate travel and expense reports for compliance; and annual reviews of associate training records to ensure that they are complete and up-to-date.

Baxa Corporation’s Sales and Marketing Code of Conduct intends to provide clear understanding to all associates of the consequences of violating the law or company policy.  Where appropriate, disciplinary action is enforced for associates who are not in compliance.

Baxa Corporation may provide compliance reports as deemed necessary to prove compliance to our Sales and Marketing Code of Conduct.  As individual states develop laws requiring individual and/or proprietary compliance reports, the company will determine whether it has the resources available to provide certification in addition to that provided within this Sales and Marketing Code of Conduct document.

Compliance Officer
Baxa Corporation’s Corporate Counsel acts as Compliance Officer for the purposes of this compliance program.  Corporate counsel has the authority to exercise independent judgment in terms of establishing and enforcing compliance, as well as the necessary access to senior management.

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1. AdvaMed. Code of Ethics on Interactions with Health Care Professionals. Revised and Restated Code of Ethics. July 1, 2009.
2. The Pharmaceutical Research and Manufacturers of America (PhRMA). Code in Interactions with Health Care Professionals. Updated January 2009.
3. Minnesota Statutes Chapter 151, section 151.461: https://www.revisor.mn.gov/statutes/?id=151.461
4. Massachusetts Regulation 105 CMR 970.000: http://www.mass.gov/Eeohhs2/docs/dph/regs/105cmr970.pdf
5. Vermont: http://www.leg.state.vt.us/statutes/fullsection.cfm?Title=18&Chapter=091&Section=04632

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