1. Policy Statement

• 1.1　This Policy sets out the global anti-bribery and corruption policy applicable to Companies in accordance with the JBP Global Anti-Bribery Policy and as implemented locally within Company by relevant local policies and standard operating procedures ("Local Policies"). Terms not defined in the body of this Policy shall have the definitions provided in the Appendix attached hereto.
• 1.2　It is JBP policy to conduct all business in an honest and ethical manner as a "Life Science Company". Companies take a zero-tolerance approach to Bribery and Corruption and is committed to acting professionally, fairly and with integrity in all of its business dealings and relationships wherever they operate, implementing and enforcing effective systems to counter Bribery and Corruption.
• 1.3　JBP will uphold all laws and regulations relevant to countering Bribery and Corruption in all the jurisdictions in which they operate, including the Bribery and the Foreign Corrupt Practices Act in respect of their conduct both at home and abroad.

2. Applicable Scope

• 2.1　This Policy applies to all Employees and Third-Party Representatives of Companies.

3. Engaging Third Parties

• 3.1　Employees and Third-Party Representatives must communicate zero-tolerance approach to Bribery and Corruption to Third Parties at the outset of a business relationship with them and as appropriate thereafter.

4. Purpose of this Policy

4.1　The purpose of this Policy is to:

• ( a ) set out Employees' and Third-Party Representatives' responsibilities in observing and upholding Companies' position on Bribery and Corruption, and in maintaining fair trade practices; and
• ( b ) provide Employees' and Third-Party Representatives with information and guidance on how to recognize and deal with Bribery and Corruption issues.

4.2　It is a criminal offence to offer, promise, give, request, or accept a bribe. Individuals found guilty may be punished by imprisonment and/or a fine. As an employer if a Company fails to prevent Bribery it may face fines, exclusion from tendering for public contracts, and damage to reputation. Companies therefore take their legal responsibilities very seriously.

5. Prohibited Conduct

5.1　It is not acceptable for Employees and Third-Party Representatives (or someone acting on their behalf) to:

• ( a ) give, or promise or offer to give any Advantage with the expectation that any Advantage will be received in return, or to reward any business advantage already given in return;
• ( b ) give, or promise or offer to give any Advantage during any commercial negotiations or tender process, if this is intended to or will influence the outcome;
• ( c ) accept, or promise or offer to accept any Advantage from a Third Party that they know, or suspect is offered with the expectation that a Company will provide any Advantage for them or anyone else in return;
• ( d ) give, or promise or offer to give, or accept, or promise or offer to accept any Advantage to or from government officials or representatives, or politicians or political parties without prior approval in accordance with Local Policies; or
• ( e ) engage in any other activity that will lead to a breach of this Policy, including Clause 8.1.

6. Record-Keeping

• 6.1　Employees and Third-Party Representatives must keep financial records and have appropriate internal controls in place which will evidence the business reason for making payments to Third Parties in accordance with their Local Policies.
• 6.2　Employees and Third-Party Representatives must submit all expenses claims relating to payments to Third Parties and record the reason for expenditure in accordance with their Local Policies.
• 6.3　All accounts, invoices, and other records relating to dealings with Third Parties should be prepared with strict accuracy and completeness. Accounts must not be kept "off-book" to facilitate or conceal improper payments.

7.Responsibilities of Employees and Third-Party Representatives

• 7.1　Employees and Third-Party Representatives must read, understand and comply with this Policy and applicable Local Policies.
• 7.2　The prevention, detection and reporting of Bribery and Corruption are the responsibility of Employees and Third-Party Representatives. Employees and Third-Party Representatives are required to avoid any activity that will lead to, or suggest, a breach of this Policy.
• 7.3　Employees must follow notification procedures defined in Local Policies and Third-Party Representatives must report to their contact person of Company immediately, if they believe or suspect that a conflict with this Policy has occurred or may occur in the future. For example, if a client or potential client offers them something to gain any Advantage with a Company or indicates to them that a gift or payment is required to secure their business, Employees must follow their local notification procedures and Third-Party Representatives must report them to their contact person of Company immediately.
• 7.4　If Employees or Third-Party Representatives are offered a bribe, or are asked to make one, or if believe or suspect that any Bribery, Corruption or other breach of this Policy has occurred or may occur, Employees must report it in accordance with Local Policies immediately and Third-Party Representatives must report it to their contact person of Company immediately.
• 7.5　If Employees and Third-Party Representatives are unsure about whether a particular act constitutes Bribery or Corruption, Employees must report it in accordance with Local Policies and Third-Party Representatives must report it to their contact person of immediately.

8. No Retaliation

• 8.1　Employees and Third-Party Representatives must not retaliate against another individual who has refused to commit a Bribery offence or who has raised concerns under this Policy.
• 8.2　Individuals who refuse to accept or offer a bribe, or who raise concerns or report another's wrongdoing, are sometimes worried about possible repercussions. aims to encourage openness and no retaliation in any form whatsoever is permitted by the Company against anyone who reports or gives a statement in connection with a complaint.
• 8.3　JBP are committed to ensuring no one suffers any detrimental treatment as a result of refusing to take part in Bribery or Corruption, or because of reporting in good faith their suspicion that an actual or potential Bribery or Corruption offence has taken place or will take place in the future. Detrimental treatment includes dismissal, disciplinary action, threats or other unfavorable treatment connected with raising a concern. If an Employee or Third-Party Representative believes that they have suffered any such treatment, Employees should report it in accordance with Local Policies immediately and Third-Party Representatives must report it to their contact person of Company immediately.

9. Breaches of this Policy

• 9.1　Any Employees who breach this Policy will face disciplinary action in accordance with Local Policies, up to and including dismissal.
• 9.2　JBP will take appropriate action against any Third-Party Representatives if they breach this Policy.

10.Potential Risk Scenarios: "Red Flags"

The following is a list of possible red flags that may arise, and which may raise concerns under various anti-bribery and anti-corruption laws. The list is not intended to be exhaustive and is for illustrative purposes only.

If Employees or Third-Party Representatives encounter any of these red flags while working for a Company, Employees must report them in accordance with Local Policies immediately and Third-Party Representatives must report them to their contact person of Company immediately:

• ( a ) they become aware that a Third Party engages in, or has been accused of engaging in, improper business practices, such as Bribery, Corruption, acquisition of private gain and abuse of position;
• ( b ) they learn that a Third Party has a reputation for paying bribes, or requiring that bribes are paid to them, or has a reputation for having a "special close relationship" with foreign government officials;
• ( c ) a Third Party insists on receiving a commission or fee payment before committing to sign up to a contract with Company, or carrying out a government function or process for Company;
• ( d ) a Third-Party requests payment in cash and/or refuses to sign a formal commission or fee agreement, or to provide an invoice or receipt for a payment made;
• ( e ) a Third-Party request that payment is made to a country or geographic location different from where the Third Party resides or conducts business;
• ( f ) a Third Party requests an unexpected additional fee or commission to "facilitate" a service;
• ( g ) a Third Party demands lavish entertainment or gifts before commencing or continuing contractual negotiations or provision of services;
• ( h ) a Third-Party request that you provide employment or some other advantage to a friend or relative;
• ( i ) they receive an invoice from a Third Party that appears to be non-standard or customized or not issued in compliance with relevant laws and regulations;
• ( j ) a Third Party insists on the use of side letters or refuses to put terms agreed in writing;
• ( k ) they notice that we have been invoiced for a commission or fee payment that appears excessive given the service stated to have been provided; or
• ( l ) a Third Party requests or requires the use of an agent, intermediary, consultant, distributor or supplier that is not typically used by or known to us.

11. Responsibility for this Policy

• 11.1　The Executive Officer in charge of Legal Affairs (CEO, managing director) of Japan Biotechno Pharma Co., Ltd, has overall responsibility for ensuring this Policy complies with our legal and ethical obligations.
• 11.2　The President (or equivalent) of Company has primary oversight and responsibility for ensuring implementation of this Policy via Local Policies.
• 11.3　Supervisors of Company is responsible for ensuring those reporting to them understand and comply with this Policy and are given adequate and regular training on it.
• 11.4　Employees and Third-Party Representatives are invited to comment on this Policy and suggest ways in which it might be improved. Comments, suggestions and queries should be addressed to their local President (or equivalent), Local Compliance Officer, Legal Department or otherwise in accordance with Local Policies.

12. Amendment and Abolishment of this Policy

• 12.1　Amendment and abolishment of this Policy shall be carried out only with the final approval of Chief Executive Officer after deliberations in Executive Committee of JBP.

13. Date of Effect

13.1　This Policy shall come into effect on August 8, 2016.

DEFINITIONS

As used in this Policy, the following terms shall have the meanings respectively assigned to them below:

• "Advantage" includes money, gifts, loans, fees, hospitality, services, discounts or the award of a contract or anything else of value.
• "Bribery" means offering, promising, giving or accepting any financial or other Advantage to induce the recipient or any other person to act improperly in the performance of their functions, or to reward them for acting improperly, or where the recipient would act improperly by accepting the advantage. A person acts ‘improperly’ where they act illegally, unethically, or contrary to an expectation of good faith or impartiality, or where they abuse a position of trust. The improper acts may be in relation to any business or professional activities, public functions, acts in the course of employment, or other activities by or on behalf of any organization of any kind.
• "Corruption" means the abuse of entrusted power or position for private gain.
• "Employees" means persons working for a JBP in any capacity, including employees at all levels, directors, corporate auditors, officers, agency workers, seconded workers and interns.
• " Company" means Japan Biotechno Pharma Co., Ltd. And any company, corporation, partnership, association or other organization controlled where "control" means the power to direct the affairs of such entity by reason of the ownership of majority of the voting shares or partnership interests.
• "Third Party" means any individual or organization that Employees come into contact with during the course of work for or on behalf of a Company, and includes actual and potential customers, suppliers, distributors, agents, advisors, business contacts, and government and public bodies, including their advisors, representatives and officials, politicians and political parties.
• "Third-Party Representatives" means, in principle, agents, intermediaries, licensees, distributors, advisors, consultants, contractors and any other individual or organization who is not an employee of a Company but is engaged by and represent a Company. The scope of Third-Party Representatives shall be decided by Local Policy.