Vendor Code of Conduct

Introduction

As a therapeutics company, Aratana Therapeutics, Inc., together with its operating subsidiaries (collectively, “Aratana,” “our” or “we”), is committed to conducting its business with the highest standards of business ethics and in full compliance with the laws and regulations that govern its global business activities. We expect our vendors to share and embrace the letter and spirit of our commitment to integrity.

Aratana has developed this Vendor Code of Conduct (the “Code”) setting forth our expectations in the areas of legal and regulatory compliance, business practices, confidential information, employment practices, employee health and safety and environmental management. We understand that vendors are independent entities, but the business practices and actions of a vendor may significantly impact and/or reflect upon us, our reputation and our brand, which is one of our most important assets. Because of this, Aratana expects all vendors and their employees, agents and subcontractors to adhere to this Code while conducting business with or on behalf of Aratana.

 

Vendor Code of Conduct

 
1. Ethical Business Practices

Aratana is committed to conducting our business in accordance with the highest ethical standards and in compliance with all applicable laws, rules and regulations. We expect our vendors to share our principles and uphold our standards while conducting business with or on behalf of Aratana. Ethical standards include the following aspects:

Anti-Bribery
Vendors shall comply with the anti-corruption laws of the countries in which they do business, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act and similar laws of other countries, and not offer, make or promise to make, directly or indirectly, any illegal payment or promise of payment or any other item of value to win or retain business or to influence any act or decision of any government official (including employees of state-owned enterprises), political party, candidate for political office or official of a public international organization. This prohibition also extends to payments to sales representatives or agents if there is reason to believe that the payment will be used indirectly for a prohibited payment to foreign officials.

Conflicts of Interest
Aratana employees are required to avoid not only conflicts of interest but activities that could give the appearance that a vendor has improperly influenced a team member in order to receive favorable treatment. Vendors are therefore required to avoid actions that may cause conflicts of interest, avoid the appearance of or actual improprieties or conflicts of interests.

Export Control Laws
Aratana is subject to federal export control laws that restrict the export goods, technology, related technical data and certain services in the interest of protecting national security. Aratana expects its vendors and subcontractors to comply with all applicable trade restriction and sanctions laws, and not knowingly employ or do business with anyone suspected of being connected with criminal or terrorist activities or who is subject to applicable trade sanctions.

Conflict Minerals
Vendors are expected to ensure that products supplied to Aratana do not include minerals sourced from conflict-affected and high-risk regions that directly or indirectly contribute to armed conflict, including terrorist financing or human rights violations.

Business Records
Accurate and reliable records are crucial to Aratana’s business. Aratana requires that internal controls over operational and accounting records are adhered to and that all transaction, including invoices, billings and other supporting records comply with all accounting standards, applicable laws and regulations. Vendors must never misstate facts or information related to business performed for, or on behalf of Aratana.

Fair Competition Laws
Aratana’s mandate in the global marketplace is to compete fairly and honestly. We expect that our vendors will compete in the same manner and abide by antitrust laws that deal with agreements among competitors or resellers, price discrimination, price fixing, and other acts or situations that may unfairly reduce competition.

 

2. Employment Practices

Aratana expects its vendors to share its commitment to human rights and equal opportunity in the workplace. Vendors are required to conduct their employment practices in full compliance with all applicable laws and regulations. We expect our vendors to have policies and practices that apply to all workers and suppliers and address the following topics:

No Forced or Child Labor
Vendors that do business with Aratana are prohibited from using slave or involuntary labor of any kind, including prison labor, debt bondage, or forced labor by governments. Vendors must not engage in human trafficking and must not use corporal punishment, physical or psychological abuse, threats of violence, or other forms of physical or mental coercion.

Vendors must comply with all applicable child labor laws, including those related to hiring, wages, hours worked, overtime and working conditions. Only workers who meet the applicable minimum legal age requirement in the country where they are working, or are at least 15 years old or over the age for completing compulsory education, whichever is higher, may be hired by a vendor.

Wages and Benefits
Vendors must provide wages and benefits that meet or exceed the requirements of local law. Workers must be paid at least the minimum legal wage, the prevailing industry wage or the wage negotiated in an applicable collective agreement, whichever is higher. All overtime work must be performed and compensated in accordance with the law and the individual’s employment contract or other applicable contract or collective agreement. All other types of legally mandated benefits must be provided as required by law, including, as applicable, paid leave, pension, statutory insurance, health benefits, maternity leave, parental leave, family care leave and child care benefits.

Inclusion and Non-Discrimination
Aratana expects its vendors to be inclusive and to ensure that their employees and other stakeholders are always treated with dignity and respect. We require vendors to comply with all applicable laws regarding discrimination in hiring and employment practices. We expect vendors to maintain a workplace free of discrimination, harassment, victimization, and any other form of inappropriate behavior or abuse on any grounds including, but not limited to age, ethnic or social origin, gender, gender identity and expression, nationality, race, color, sexual orientation, marital status, parental status, pregnancy, disability, political convictions, religious beliefs, union affiliation, or veteran status or any other characteristics protected by law. Vendors shall not engage in, condone, or tolerate harassment in any form, whether physical or verbal against or among their workers. Harassment may include, but is not limited to, offensive sexual flirtations, unwanted sexual advances or propositions, verbal abuse, sexually or racially degrading words, or the display in the workplace of sexually suggestive or racially degrading objects or pictures.

Freedom of Association
In accordance with local laws, vendors will respect the rights of their employees to associate freely, join labor unions, seek representation, join works councils and engage in collective bargaining. Vendors will not disadvantage employees who act as workers’ representatives.

 

3. Confidential Information and Intellectual Property

Aratana recognizes that our vendors can be even better partners when they are able to have transparency and we share information. When we trust vendors with confidential information we expect them to protect it just as carefully as we would, including the following:

Privacy and Data Protection
Aratana expects our vendors to comply with all applicable local and foreign privacy laws, regulations and retention requirements. Vendors must adopt and maintain processes to provide reasonable protections for personal, proprietary and confidential information, including information that they access, receive or process on behalf of Aratana. Vendors should recognize that unauthorized use or disclosure of such information may have personal, legal, reputational and financial consequences for the vendor, individuals whose personal information may be implicated, and for Aratana.

Intellectual Property
Vendors shall recognize and comply with the intellectual property ownership rights of Aratana, including, but not limited to, copyrights, patents, trademarks and trade secrets and manage the transfer or technology and know-how in a manner that protects intellectual property rights.

 

4. Health, Safety and Environmental Practices

Aratana expects its vendors to provide a safe and healthy working environment for their employees and to operate in an environmentally responsible and efficient manner to minimize adverse impacts on the environment. This comprises the following aspects:

Health and Safety
Vendors are required to, and shall require their subcontractors to, comply with all applicable safety and health laws and regulations in the jurisdictions in which they operate, and to ensure that workers are qualified, and equipped, to perform activities safely. Vendors shall protect their workers from any chemical, biological and physical hazards as well as from risks associated with any infrastructures used by their employees. Safety information relating to hazardous materials, including compounds in intermediate materials, shall be available to educate, train and protect workers from hazards.

Alcohol and Drug Free Workplace
Vendors shall have policies and procedures in place to ensure that employees do not conduct work while under the influence of alcohol, illegal drugs, or misused medications, whether prescription or non-prescription. In addition, Vendors shall maintain policies and procedures that prohibit employees from using, possessing, transferring or selling illegal drugs or alcohol or misused medication (whether prescription or non-prescription) while at work or while on the job.

Environmental Regulations
Vendors shall comply with all applicable environmental regulations. All required environmental permits, licenses, information registrations and restrictions shall be obtained and their operational and reporting requirements followed. Vendors shall have systems in place to prevent and mitigate accidental spills and releases into the environment and to ensure the safe handling, movement, storage, recycling, reuse, or management of waste, air emissions and wastewater discharges.

Product Safety
Material safety data sheets containing all necessary safety relevant information will be made available by vendors for all hazardous substances and will be provided to Aratana and other parties in case of a legitimate need.

Quality
Vendors shall meet generally recognized or contractually agreed quality requirements to provide goods and services that consistently meet Aratana’s needs, perform as warranted and are safe for their intended use.

Animal Welfare
Aratana believes in the humane treatment of animals and expect suppliers engage in practices that promote the welfare of animals. This includes providing an environment that is free from distress, cruelty, abuse, and neglect and that is consistent with all applicable laws and industry guidelines.

 

5. Management Systems

Vendors are expected to implement effective management systems to facilitate compliance with all applicable laws and to meet the expectations set forth for vendors in this Code. This includes establishing training to allow your managers and employees to understand the contents of the Code; communicating the principles of the Code to your supply chain; allocating appropriate resources to help fulfill the expectations set forth in this Code; and implement a process for ongoing monitoring, review of risk controls and prompt and accurate reporting of all incidents.

Reporting Concerns
This Code sets forth Aratana’s expectations of how our current and future vendors should conduct business. We expect all new and existing vendors to meet our expectations as noted herein across business and employment practices, handling of confidential information and intellectual property and health, safety and environmental matters.

If a vendor has reason to believe that there has been a violation of this Code or any applicable law, rule or regulation, it is the vendor’s responsibility to promptly report the violation to the vendor’s primary Aratana contact. If, for whatever reason, this is not possible or appropriate, please contact [email protected] and a representative will help assist you with your questions or concerns.

If a vendor is found to be in violation of the requirements of this Code, we will expect the vendor to remedy any such violation in a timely and sensitive manner. Failure by a vendor to do so may lead to review or termination of our relationship.
The contents of this Code are additional to and do not in any way affect or prejudice any of Aratana’s right and remedies under the relevant contracts with each vendor, if any. In the event of any non-compliance with the requirements of this Code or breach of contract, Aratana reserves its rights and retains the sole discretion to exercise any rights under this Code, any relevant contract and/or local laws and regulations.

In the event of any conflict or ambiguity between any provision of this Code and the provisions of any relevant contract with any vendor, the provisions of that contract will prevail.

The failure or omission by Aratana to insist upon strict performance and compliance with any of the provisions of this Code at any time shall in no way constitute a waiver of its rights.

This Code may be amended by Aratana from time to time and all updates are effective immediately.