P:Compliance\Trading Policy 

Re-Adopted ;8/2020v1

P:Compliance\Trading Policy         

Re-Adopted ;8/2020v1

A.

General Policy

B.

Specific Policies

1.

Trading on Material Nonpublic Information. Except as otherwise provided by this Policy, no Insider shall engage in any transaction involving a purchase or sale of the Company’s securities, including any offer to purchase or offer to sell, during any period commencing with the date that he or she possesses Material Nonpublic Information concerning the Company, and ending at the beginning of the third Trading Day following the date of public disclosure of that information, or at such time as such nonpublic information is no longer material. As used in this Policy, the term “Trading Day” means a day on which national stock exchanges and the National Association of Securities Dealers, Inc. Automated Quotation System (“Nasdaq”) are open for trading. A “Trading Day” begins at the time trading begins on such day.

2.

Tipping. No Insider shall disclose or tip Material Nonpublic Information to any other person where such information may be used by that person to his or her profit by trading in the securities of companies to which such information relates, nor shall the Insider make recommendations or express opinions on the basis of Material Nonpublic Information as to trading in the Company’s securities. Insiders are not authorized to recommend the purchase or sale of the Company’s securities to any other person regardless of whether the Insider is aware of Material Nonpublic Information.

3.

Confidentiality of Nonpublic Information. Nonpublic information relating to the Company is the property of the Company and the unauthorized disclosure of such information is forbidden. In the event any officer, director or employee of the Company receives any inquiry from outside the Company, such as a stock analyst, for information (particularly financial results and/or projections) that may be Material Nonpublic Information, the inquiry should be referred to the Company’s Chief Financial Officer, who is responsible for coordinating and overseeing the release of such information to the investing public, analysts and others in compliance with applicable federal and state laws and regulations.

4.

Special and Prohibited Transactions. Because the Company believes it is improper and inappropriate for its Insiders to engage in short-term or speculative transactions involving certain securities, it is the Company’s policy that its Insiders may not engage in any of transactions specified below.

a.

Transactions in Company Debt Securities. The Company believes that it is inappropriate for its Insiders to be creditors of the Company due to actual or perceived conflicts of interest that may arise in connection therewith. Therefore, transactions in Company debt securities, whether or not those securities are convertible into Company common stock, are prohibited by this Policy.

b.

Hedging Transactions and Other Transactions Involving Company Derivative Securities. Hedging or monetization transactions can permit an individual to hedge against a decline in stock price, while at the same time eliminating much of the individual’s economic interest in any rise in value of the hedged securities. Because hedging transactions can present the appearance of a bet against the Company, hedging or monetization transactions involving the Company’s securities are completely prohibited, whether or not you are in possession of Material Nonpublic Information. A “short sale,” or sale of securities that the seller does not own at the time of sale or, if owned, that will not be delivered within 20 days of the sale, is an example of a prohibited hedging transaction.

P:Compliance\Trading Policy         

Re-Adopted ;8/2020v1

c.

Short Term Trading. Short-term trading of Company securities may be distracting and may unduly focus the person on the Company's short-term stock market performance instead of the Company’s long-term business objectives. For these reasons, Insiders who purchase Company securities in the open market may not sell any Company securities of the same class during the six months following the purchase (or vice versa).

d.

Standing and Limit Orders. Standing and limit orders (except standing and limit orders under approved Rule 10b5-1 Plans, see Section VI below) should be used only for a very brief period of time. The problem with purchases or sales resulting from standing instructions to a broker is that there is no control over the timing of the transaction. The broker could execute a transaction when the Insider is in possession of Material Nonpublic Information.

5.

Exempted Transactions. This Policy does not apply in the case of the following transactions, except as specifically noted:

a.

Stock Option Exercises. This Policy does not apply to the exercise of an employee stock option acquired pursuant to the Company’s plans, or to the exercise of a tax withholding right pursuant to which a person has elected to have the Company withhold shares subject to an option to satisfy tax withholding requirements. This Policy does apply, however, to any sale of stock as part of a broker-assisted cashless exercise of an option, or any other market sale for the purpose of generating the cash needed to pay the exercise price of an option.

b.

Restricted Stock Awards. This Policy does not apply to the vesting of restricted stock, or the exercise of a tax withholding right pursuant to which the Insider elects to have the Company withhold shares of stock to satisfy tax withholding requirements upon the vesting of any restricted stock. The Policy does apply, however, to any market sale of restricted stock.

c.

Other Similar Transactions. Any other purchase of Company securities from the Company or sales of Company securities to the Company are not subject to this Policy.

6.

Transactions Not Involving a Purchase or Sale. Bona fide gifts are not transactions subject to this Policy, unless the person making the gift has reason to believe that the recipient intends to sell the Company securities while the officer, employee or director is aware of Material Nonpublic Information, or the person making the gift is subject to the trading restrictions specified below under the heading “Additional Trading Guidelines and Requirements” and the sales by the recipient of the Company securities occur during a blackout period.

P:Compliance\Trading Policy         

Re-Adopted ;8/2020v1

7.

Post-Termination Transactions. The guidelines set forth in this Section III continue to apply to transactions in the Company’s securities even after the Insider has terminated employment or other service relationship with the Company as follows: if the Insider is aware of Material Nonpublic Information when his or her employment or service relationship terminates, the Insider may not trade in the Company’s securities until that information has become public or is no longer material.

8.

No Hardship Waivers. The guidelines set forth in this Section III may not be waived.

1.

For individuals who trade on Material Nonpublic Information (or tip information to others):

•

A civil penalty of up to three times the profit gained or loss avoided resulting from the violation;

•

A criminal fine of up to $5.0 million (no matter how small the profit); and/or

•

A jail term of up to 20 years.

2.

If the Company (as well as possibly any supervisory person) fails to take appropriate steps to prevent illegal trading:

•

A civil penalty of up to the greater of $1.425 million or three times the profit gained or loss avoided as a result of the Insider’s violation;

•

A criminal penalty of up to $25.0 million; and/or

•

The civil penalties may extend personal liability to the Company’s directors, officers and other supervisory personnel if they fail to take appropriate steps to prevent Insider trading.

P:Compliance\Trading Policy         

Re-Adopted ;8/2020v1

B.

Possible Disciplinary Actions by the Company

A.

Blackout Period and Trading Window

P:Compliance\Trading Policy         

Re-Adopted ;8/2020v1

B.

Preclearance of Trades

C.

Hardship Waivers

A.

General

B.

Requirements

•

Before becoming aware of Material Nonpublic Information, the Insider must have (1) entered into a binding contract to purchase or sell the Company’s securities, (2) provided instructions to another person to execute the trade for his or her account, or (3) adopted a written plan for trading the Company’s securities (each of which is referred to as a “Rule 10b5-1 Plan”).

•

With respect to the purchase or sale of the Company’s securities, the Rule 10b5-1 Plan either: (1) expressly specified the amount of the securities (whether a specified number of securities or a specified dollar value of securities) to be purchased or sold on a specific date and at a specific price; (2) included a written formula or algorithm, or computer program, for determining the amount of the securities (whether a specified number of securities or a specified dollar value of securities), price and date; or (3) provided an employee or third party who is not aware of Material Nonpublic Information with discretion to purchase or sell the  securities without any subsequent influence from the Insider over how, when or whether to trade.

P:Compliance\Trading Policy         

Re-Adopted ;8/2020v1

•

The purchase or sale that occurred was made pursuant to a written Rule 10b5-1 Plan. The Insider cannot deviate from the plan by altering the amount, the price, or the timing of the purchase or sale of the Company’s securities. Any deviation from, or alteration to, the specifications will render the defense unavailable. Although deviations from a Rule 10b5-1 Plan are not permissible, it is possible for an Insider acting in good faith to modify the plan at a time when the Insider is unaware of any Material Nonpublic Information. In such a situation, a purchase or sale that complies with the modified plan will be treated as a transaction pursuant to a new plan.

•

An Insider cannot enter into a corresponding or hedging transaction, or alter an existing corresponding or hedging position with respect to the securities to be bought or sold under the Rule 10b5-1 Plan.

C.

Additional Guidelines

•

Adoption. Since adopting a plan is tantamount to an investment decision, the Rule 10b5-1 Plan may be adopted only during an open Trading Window when both (1) Insider purchases and sales are otherwise permitted under this Policy and (2) the Insider does not possess any Material Nonpublic Information. All Rule 10b5-1 Plans must be pre-cleared in writing in advance of adoption by The Chief Executive Officer, or in the case of a plan adopted by the Chief Executive Officer, by the Chairman of the Board. Insiders are not permitted to have multiple Rule 10b5-1 Plans in operation.

•

Initial Trading. The longer the elapsed time between the adoption of the Rule 10b5-1 Plan and the commencement of trading under such plan, the harder it will be for the Securities and Exchange Commission (“SEC”) to show that the plan was based on Material Nonpublic Information. Accordingly, trades may not be made until (1) the first day that the Trading Window opens after the announcement of the results of the quarter in which the Rule 10b5-1 Plan was adopted, or (2) a waiting period of 30 days has expired after adoption of the plan, whichever is later.

P:Compliance\Trading Policy         

Re-Adopted ;8/2020v1

•

Plan Alterations. The SEC has differentiated between plan deviations and plan modifications. Rule 10b5-1 states that the affirmative defense is not available if the Insider altered or deviated from the Rule 10b5-1 Plan. On the other hand, modifications to Rule 10b5-1 Plans are permitted as long as the Insider, acting in good faith, does not possess Material Nonpublic Information at the time of the modification and meets all of the elements required at the inception of the plan. Although not forbidden by Rule 10b5-1, plan modifications, even if prior to receiving non-public information, create the perception that the Insider is manipulating the plan to benefit from Material Nonpublic Information, which jeopardizes the good faith element and the availability of the affirmative defense. Therefore, to prevent any indication of a lack of good faith, any plan modifications should, at minimum, comply with the requirements set forth above for the adoption of a new plan, including the requirement that trades not be made under the modified plan until (1) the first day that the Trading Window opens after the announcement of the results of the quarter in which the Rule 10b5-1 Plan was modified, or (2) a waiting period of 30 days has expired after modification of the plan, whichever is later. Further, the Insider should avoid frequent modifications of Rule 10b5-1 Plans because this could raise concern about his or her good faith in establishing the plan.

•

Early Plan Terminations. Rule 10b5-1 does not expressly forbid the early termination of a Rule 10b5-1 Plan. However, the SEC has made clear that once a Rule 10b5-1 Plan is terminated, the affirmative defense may not apply to any trades that were made pursuant to that plan if such termination calls into question whether the good faith requirement was met or whether the plan was part of a plan or scheme to evade Rule 10b5-1. The real danger of terminating a plan arises if the Insider promptly engages in market transactions or adopts a new plan. Such behavior could arouse suspicion that the Insider is modifying trading behavior in order to benefit from nonpublic information. Accordingly, it is not advisable for Insiders to terminate Rule 10b5-1 Plans except in unusual circumstances. If a plan is terminated the Company requires that the Insider refrain from engaging in new trades or adopting a new Rule 10b5-1 Plan within 90 days of the termination of a prior plan.

o

a provision expressly stating that the Insider reserves the right to terminate the plan under certain specified conditions (in order to demonstrate that any termination is not inconsistent with the plan’s original terms);

o

a provision specifying that if the Insider terminates the plan and subsequently adopts a new plan, that new plan will not take effect for a period of at least 30 days after its adoption; and/or

o

a provision automatically terminating the plan at some future date, such as a year after adoption.

P:Compliance\Trading Policy         

Re-Adopted ;8/2020v1

•

Transactions Outside the Plan. Trading securities outside of a Rule 10b5-1 Plan should be considered carefully for several reasons: (1) the Rule 10b5-1 affirmative defense will not apply to trades made outside of the plan and (2) buying or selling securities outside a Rule 10b5-1 Plan could be interpreted as a hedging transaction. Hedging transactions with respect to securities bought or sold under the Rule 10b5-1 Plan will nullify the affirmative defense. Further, Insiders should not sell securities that have been designated as Rule 10b5-1 Plan securities because any such sale may be deemed a modification of the plan. If the Insider is subject to the volume limitations of Rule 144, the sale of securities outside the Rule 10b5-1 Plan could effectively reduce the number of shares that could be sold under the plan, which could be deemed an impermissible modification of the plan. Because trading securities outside of a Rule 10b5-1 Plan poses numerous risks, Insiders are discouraged from engaging in securities transactions outside Rule 10b5-1 Plans once they are established.

A.

What information is “Material?”

•

Unpublished financial results (annual, quarterly or otherwise);

•

Unpublished projections of future earnings or losses;

•

Significant regulatory, reimbursement and/or clinical affairs changes or development;

•

News of a pending or proposed merger;

•

News of a significant acquisition or a sale of significant assets;

•

Impending announcements of bankruptcy or financial liquidity problems;

•

Gain or loss of a substantial customer or supplier;

•

Changes in the Company’s distribution or dividend policy;

P:Compliance\Trading Policy         

Re-Adopted ;8/2020v1

•

New product announcements of a significant nature;

•

Significant product defects or modifications;

•

Significant pricing changes;

•

Stock splits;

•

Changes in the Company’s credit ratings;

•

New equity or debt offerings;

•

Significant developments in litigation or regulatory matters; and

•

Changes in senior management.

B.

What information is “Nonpublic?”

P:Compliance\Trading Policy         

Re-Adopted ;8/2020v1

P:Compliance\Trading Policy         

Re-Adopted ;8/2020v1