Code of Conduct

Published and Updated on June 9, 2021

Purpose

Idera, Inc. and its subsidiaries (a comprehensive list of all Idera’s subsidiaries is available at https://www.ideracorp.com/brands) (collectively, the “Company”) maintain this Code of Conduct (“Code”), which describes how the Company conducts business and describes the Company’s most fundamental shared values. It also helps us understand how our values affect the way the Company does business. Referring to this Code and following Company policies, applicable laws, rules and regulations at all times will help enable you to make the right choices. If you have any questions or concerns about a section of this Code or any Company policy, you should contact the Legal Department at [email protected].

Scope

Every person can make a big difference, so it is vital that all Company employees (collectively, “Employees”) act with integrity and in accordance with local laws. That is why this Code applies to everyone at the Company, which includes our subsidiaries. Above all, this Code helps Employees maintain the trust the Company has built with its customers, Employees, stockholders, and others who have a stake in the Company’s success. That trust is what helps all Company Employees succeed every day. The Employees must act with integrity and are expected to demonstrate a commitment to legal, ethical, safe, fair, and environmentally responsible business practices. We are an inclusive culture and do not believe discrimination in any form should be tolerated.

Code of Conduct

We require that our Employees understand the requirements of this Code, operate in accordance with the expectations outlined in this Code and comply, at a minimum with all applicable laws, rules, regulations and standards within the geographies in which they operate. In instances where standards outlined in the Code differ from local laws, Employees must respect these standards within the framework of the applicable local laws. Employees must be open and cooperative with the regulators and comply with the global and local jurisdictional requirements. This document summarizes the Company’s expectations from Employees.

Expectations for Managers

While this Code applies to everyone at the Company equally, Employees in a managerial role have extra responsibilities. If you are a manager, you have an incredible opportunity to set the right tone for your team, including by doing the following:

• Lead by example, always choosing to act with integrity.
• Speak up when you see a problem and encourage others to do the same.
• Make sure your direct reports understand this Code and what is expected of them.
• Always be receptive to questions, concerns, or comments, and make sure that issues are directed to the people who can help.
• Escalate matters that may indicate a violation of the Code or any other Company policy to your manager or to the Legal Department at [email protected].

Transparency

Part of the Company’s culture is a spirit of open communication and cooperation for the good of the Company. When Employees are open about potential conflicts, it is easier to find a way to minimize the problems.

A. What conflicts are and how to disclose them

A conflict of interest is a situation where an opportunity for personal gain is contrary to the Company’s best interests. Avoid even the appearance of a potential conflict of interest. If you believe that you may have a potential conflict of interest, discuss it with your manager right away. Your manager can help you work out a way to manage the conflict. Remember, it is your responsibility to act appropriately until the situation has been addressed.

B. Working with family members

It is natural to want the best for your family, but when family members interact in the workplace it is easy for it to look like favoritism. Addressing these situations proactively can prevent problems. If two family members both work for the Company, they should not work in the same reporting chain without the approval from the Legal Department. If your family member owns or works for an organization that does business with the Company, you may not manage the relationship with the other organization. A family member is a parent, sibling, spouse, child, in-law, grandparent, grandchild, step-relative, domestic partner, or any other person who regularly resides in your household.

C. Outside work

You are expected to devote your full professional energies to your work at the Company. All side jobs or personal business activities that are profit-related need to be disclosed to the Legal Department. The Company encourages everyone to participate in nonprofit activities, consistent with our commitment to giving back to our communities.

D. Financial interests

Holding a significant or controlling interest in one of the Company’s competitors, customers, or suppliers could create a divided loyalty, or at least the appearance of one. This also applies to financial interests held by a member of your household or immediate family. Financial interests that pose a potential conflict of interest require approval from your manager and the General Counsel, especially if the potential conflicts of interest may have arisen in connection with investments by Company officers in privately held companies. Such investments generally require pre-clearance by the Legal Department.

E. Corporate opportunities

Employees cannot take advantage personally of business or investment opportunities that are discovered through the use of Company property, business, or information. Such actions are considered to be competing with the Company and must be avoided.

Ethical Business Practice

The Company is committed to conducting its business in accordance with the highest ethical standards and in compliance with all applicable laws, rules and regulations. We expect our Employees to share our principles and uphold our standards and for each to develop policies and programs as appropriate to ensure that all workers understand and adhere to these standards.

A. Anti-Bribery and Anti-Corruption

The Company does not tolerate corruption or bribery in any form and we expect our Employees to fully comply with requirements of all applicable anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act and the UK Bribery Act. Exchanging gifts and entertainment can help build strong working relationships with customers and other business partners. In some cases, however, gifts and entertainment may create a conflict of interest or unfair bias that could influence business decisions or be seen as bribes. Ask your manager if you have any questions. Generally, if your gift does not involve a government official, a gift under $150 per person is permissible, preferably showing the Company logo. Employees should seek Legal pre-approval by emailing [email protected] when giving gifts to or entertaining government officials.

Never resort to bribery, facilitation payments, kickbacks, or corrupt practices. Bribery is offering or giving anything of value in order to improperly influence the recipient’s actions. Examples can include cash, cash equivalents, gifts, entertainment, travel, lodging, charitable contributions, and offers of employment. Bribery is illegal in every jurisdiction in which the Company does business.

Bribery is illegal in the U.S. and most other countries and the consequences are severe, including jail sentences.

A facilitation payment is a tip or small payment made to a government official in order to expedite a routine government action, such as issuing a permit or providing utility service. This is illegal in most jurisdictions and not allowed under this Code.

A kickback is the return of a sum paid (or due to be paid) as a reward for fostering a business arrangement. Accepting or offering a kickback violates this Code.

Relationships with government officials. If you interact with government officials on the Company’s behalf, be particularly careful about gifts, meals, and entertainment. Laws and regulations governing what organizations like the Company can give government officials are very strict, including in the U.S. Be sure you know what the rules are by contacting the Legal Department at [email protected] for approval before offering or providing any gifts, meals, or entertainment to government officials. All interactions with government officials that are not sales-related require the oversight of the legal department. A government official can be a national or local government employee, a political candidate, a party official, a member of a royal family, or an employee of a government-controlled entity, such as a state-owned enterprise. Unsure if you are doing business with a government entity, contact the Legal Department at [email protected] for guidance.

Third parties. The Company may engage with third parties such as agents, consultants, independent contractors, suppliers, resellers, or distributors, which must abide by the Company Vendor Code of Conduct available at the Company legal webpage.

B. Privacy and Data Security

We expect our Employees to protect confidential information. Employees are responsible for safeguarding all confidential and sensitive data such as: business plans or strategies; financial results; product designs and concepts; sales goals and marketing plans; terms and conditions, rates, or fees offered to particular customers; other, non-public information that might be of use to competitors. For detailed information about how to protect information and what you specific responsibilities are, see the Information Security Policy. Employees should recognize that unauthorized use or disclosure of such information may have personal, legal, reputational and financial consequences for the individuals whose personal information may be implicated, and for the Company. In addition, Employees must comply with all applicable privacy/data protection and information security laws and regulations.

• All Employees are expected to follow global privacy laws and honor customers’ choices to keep their data secure and confidential. The Company also provides Employee notices that detail how Employee data can be collected, used, and shared.
• Employees will handle and process data only for the purposes for which it was collected or otherwise made available and ensure that all information is protected and secure from damage and unauthorized use.
• In addition to the above minimum requirements, Employees shall follow the Company data security requirements.
• Employees must respect and maintain the confidentiality of all non-public information about the Company or its activities and all non-public information obtained in the performance of the employee’s duties about the Company’s customers, clients or applicable third parties. For example: (a) employees and members of their families possessing material non-public information about the Company may not use nor divulge such non-public information to other persons; and (b) employees or members of their families possessing non-public information regarding studies or pending negotiations by the Company to acquire all or part of a company shall not divulge such information to other persons unless and until the studies or negotiations have been permanently terminated or completed by the Company.

C. Intellectual Property

The Company depends on good ideas, so it is important to protect those ideas through legal tools such as copyrights and patents. Collectively, all of this intangible property is called intellectual property (“IP”), and it includes all copyrights, patents, trademarks, trade secrets, design rights, logos, and brands. Keep in mind that the Company owns the rights to all IP created with the Company materials or on the Company time.

D. Using Technology and Other Tools

The Company trusts its Employees with a wide range of technology and other tools that make it possible to do their jobs effectively, and these tools must be used wisely.

Using Company technology appropriately. The computers, mobile phones, and other devices that the Company provides are Company property. The same is true of the Company’s email system and internet access. A certain amount of personal use is permitted, but Company technology should mainly be used only for business purposes. Since all of these tools and technology belong to the Company, employees should not have any expectation of privacy in their use. The Company may monitor anything created, stored, sent, or received on Company technology, to the extent allowed by law. Do not use Company technology to violate the law or the Company policies or to create, store, or send content that others might find offensive. It is also important to carefully avoid any usage that might lead to loss or damage, such as a breach of the Company’s IT security protocols. The Company property also includes the Company’s brand and reputation, funds, facilities, and Employee work time.

E. Financial Integrity, Records, and Accounting

The Company’s books, records, accounts, and financial statements must be maintained in appropriate detail so that they properly reflect the Company’s business activities. Doing so is required both by law and by the Company’s system of internal controls. Further, the Company’s public financial reports must contain full, fair, accurate, timely, and understandable disclosures, which help ensure investors have access to accurate information about the Company and is required by law. The Company’s financial, accounting, and legal groups are responsible for procedures designed to assure proper internal and disclosure controls, and everyone must cooperate with these procedures. All information must be recorded accurately, whether it is tracking work hours, expenses (including your expense reports), or sales contracts. When these are timely and accurate the Company is able to make informed decisions about how to run its business and plan for the future. The Company records, including disclosures and filings, must be accurate, complete, and timely, so that the Company fulfills its obligations to external stakeholders, including its stockholders.

Document management and retention. When deciding what documents to save, archive, or trash, always check the Data Retention Policy and its Schedule for details about how long various documents should be retained. This policy applies to all kinds of documents, both paper and electronic. At some point you may be notified that a “legal hold” has been placed on documents in your possession. If this happens, please review the legal hold notice carefully. If you have any questions about the notice and what you should do, please reach out to the Legal Department at [email protected] so that you are 100% clear regarding your obligations. The key thing to remember is never to alter, conceal, or destroy and document under a legal hold.

Outside Audits and Investigations. From time to time, you may encounter internal and external auditors, attorneys, or investigators who request information from you on behalf of the Company and at the direction of the Legal Department. You are required to provide these individuals with timely and accurate information. Never mislead or attempt to influence any investigation, audit, or inquiry.

Handling imports and exports. When delivering products or services internationally, keep in mind that there may be additional steps required to comply with local laws and regulations. You are responsible for knowing and following the appropriate rules and procedures for imports and exports. If you are involved in international transactions, it is important to know what is expected of the Company, including any requirements related to taxes, verification, licensing, and permits. For any questions, please email [email protected].

Competing Fairly

All Employees are expected to follow competition laws throughout the world, which ensure a level playing field for all businesses. These laws (also known as antitrust laws in the U.S.) prohibit agreements that would restrain trade. Note that the agreements do not have to be signed contracts to be illegal. An informal understanding between you and a competitor, or even a conversation that implies an understanding, may be a problem. If any of these topics come up while you are talking with a competitor, stop the conversation immediately and report it to the Legal Department at [email protected]. For example, a few common – and illegal- examples may include:

• Price fixing, where competitors or partners agree to charge a certain price for certain products or services.
• Bid rigging, where competitors agree among themselves to bid in a way that allows a certain bidder to win.
• Dividing or allocating markets, where competitors agree to limit their sales presence so that each company can be the only available choice for buyers in a given market.
• Boycotting, where competitors agree to avoid a particular customer or supplier.
• Agreements among companies not to hire their respective employees.

Fair Dealing

The Company is committed to being honest and truthful with all of its customers, vendors, and other business partners. Never misrepresent the quality, features, or availability of the Company’s products, and never do anything illegal or lacking integrity to win business. If you receive another company’s confidential or proprietary information by mistake, return or destroy it. You may also reach out to the Legal Department for questions.

Sustainability

The Company is committed to implementing sustainable business practices in an environmentally and socially responsible manner. We understand the importance of conserving natural resources. Our comprehensive approach to sustainability initiatives ensures that every Company Employee is empowered to make a difference.

Recycle We seek to minimize the generation of waste by encouraging recycling and selecting recycled or recyclable products and materials when possible for use in our facilities.

Conserve We work to reduce our use of energy by turning off lights and equipment throughout our office after hours and promote water conservation by equipping our office with efficient water fixtures.

Reduce We use electronic methods to distribute software and documentation to reduce our consumption of material resources. Also, we employ online communication tools to limit the number of road and air miles we create.

Diversity and Non-Discrimination

It is important to have a diverse team and an inclusive workplace, and diversity of opinion, background, and culture makes the Company a more creative, innovative organization. To that end, employment decisions like hiring, firing, and promoting are never based on legally protected personal characteristics. While these characteristics may vary by local law, they generally include: race, color, religion, sex, national origin or ancestry, age, medical condition or disability, veteran status, marital status, pregnancy, sexual orientation, gender identity or expression. Instead, the Company offers equal opportunities based on skills and aptitude

A. Personal dignity

The Company believes every human life has equal value and should be treated with dignity and respect. To that end, harassment and bullying are not tolerated by the Company. Harassment is any conduct relating to a person’s legally-protected characteristics that creates an unwelcome, intimidating, hostile, or offensive work environment for that person. That can range from offensive jokes or comments, slurs and name calling, and any act of bullying, or exclusion. It also includes sexual harassment, including unwanted sexual advances, suggestive comments or inappropriate touching.

B. Workplace security and safety

The Company is committed to providing a healthy, safe, and secure work environment to our Employees, contractors, and visitors. Our programs focus on general security and safety awareness, training, reporting, and proactive risk identification and response. To that end, violence and threats of violence are not acceptable at the Company. Possession and use of weapons are also prohibited in the workplace. If you believe someone is in immediate danger, contact the local authorities right away. The use of illegal drugs and inappropriate or excessive use of alcohol are not permitted in the workplace.

C. See something, say something

You are the Company’s first line of defense. If you see something suspicious, say something by reporting safety and security concerns to the [email protected] or [email protected] or local security representative or in the case of immediate life-safety danger, to local authorities. Reporting helps the Company keep our people and our brand safe.

D. Security Access Badges

The security of the Company’s premises and property is the shared responsibility of all Employees. Employee, contractor, and visitor access credentials (badges) should be worn in a conspicuous manner at all times while on the Company premises.

External Communications

A. Social Media

The internet is a public place, so handle yourself accordingly. The Company expects its Employees to: (i) Protect the Company’s proprietary information; (ii) do not comment on legal matters, trade secrets, or disclose confidential information; (iii) if you are discussing the Company or its products, be open about the fact that you work for the Company; (iv) be clear that your statements are your own opinion, not those of the Company; and (v) remember that postings on the internet live forever.

B. Speaking Events

If you are invited to speak or present at an event, notify the compliance team before accepting and have them review and approve any materials you present or discuss. Before accepting free travel or accommodations, check that the proposed gift is within the gift rules or ask the Legal Department for approval.

C. Political Activities

You may be involved in the political activities of your choice. Be clear in such activities that your participation is your own choice, not an endorsement from the Company. The Company will not reimburse you for your personal political contributions. Do not use Company time or resources for your personal political activities. If you are involved in lobbying and make sure you know what the rules are.

Waivers

It is rare for anyone to be exempted from any part of this Code, regardless of seniority or position. Waivers may only be granted in a manner permitted by law, with review and approval by the Legal Department, and, if required under applicable regulations, review and approval by the Board of Directors or a committee of the Board, with public disclosure of any waiver to the extent required by applicable regulations.