Sales Partner Code of Conduct

Dated: May 6, 2025

I. Introduction

Otsuka ICU Medical LLC (“Otsuka”) connects patients and caregivers through life saving and life enhancing medical devices that improve clinical experience and are the essence of outstanding quality-of-care. Otsuka is committed to delivering quality, innovation and value to our patients and customers. Our Code of Conduct and Business Ethics, which all employees, directors and officers are required to follow, sets forth our policy (i) to conduct business in accordance with the highest standards of business ethics and integrity and (ii) to comply with all applicable federal, state, and local laws and the laws of other countries in which we do business.

We hold our sales partners (“Sales Partners”) to the same high standards of business conduct and expect our Sales Partners to conduct business in a manner that is consistent with Otsuka’s values. Sales Partners must comply with all applicable federal, state, and local laws and the laws of other countries in which we operate, this Sales Partner Code of Conduct (“Sales Partner Code”), our Human Rights policy, and any applicable agreement, understanding or other binding agreement. Otsuka reserves the right to evaluate, audit, and inspect Sales Partners’ facilities, operations, and records at any time to make sure they are in compliance pursuant to the terms of applicable agreements or as is reasonably necessary to protect the interest of Otsuka. Otsuka reserves the right to take appropriate action upon discovering breaches of this Sales Partner Code, our Human Rights policy, or any relevant law, including requiring prompt rectification or termination of Sales Partner agreements.

II. Antitrust and Competition Laws

Sales Partners must comply with all applicable antitrust and/or competition laws. Such competition laws are intended to promote free and fair competition and prohibit certain activities that unreasonably restrain competition, including but not limited to, understandings or agreements that have the purpose or effect of restraining competition, exchange of competitive information, and price fixing or bid rigging.

III. Anti-Corruption and Anti-Bribery Laws

Otsuka has a zero-tolerance policy with respect to bribery and corruption everywhere that we do business. Otsuka prohibits all forms of bribery or corrupt conduct, whether involving Government Officials or commercial (private) sector persons or companies, and whether direct or through a third party acting for or on Otsuka ’s behalf. Engaging in any type of bribery, corrupt conduct or the making of facilitation payments, is never an acceptable business practice and will not be tolerated by Otsuka. Sales Partners must comply with the anti-corruption laws of the jurisdictions in which the Sales Partner and Otsuka operates and applicable anti-bribery statutes and implementing rules and regulations. Sales Partners may not offer, pay, request or accept bribes or engage in corrupt practices in order to advance business interests. This includes paying, offering or promising to pay money or any other items or services of value to Government Officials, or any other person in an effort to improperly win or retain business; gain an improper advantage or to improperly influence any decision or activity associated with our business.

Sales Partners must maintain accurate books and records and appropriate internal controls to ensure that bribery and fraud do not occur.

IV. Payments, Gifts, Gratuities and Other Items of Value

Sales Partner must not provide gifts, gratuities or other favors to Government Officials, customers, suppliers or others with whom the Sales Partner does business, has done business, may have occasion to do business or who are in a position to refer or purchase Otsuka’s products in order to obtain an improper advantage. These individuals include healthcare professionals and those in a position to influence purchasing decisions, such as hospital purchasing/procurement agents. Sales Partners should never offer a business courtesy, such as a gift or entertainment, under circumstances that might create the appearance of impropriety. Giving or receiving any payment, gift or other benefits in the nature of a bribe or kickback is absolutely prohibited.

Sales Partners may, however, in the ordinary course of business, furnish certain business courtesies, such as modest business meals and items with an educational purpose having a modest value, provided the provision of such business courtesies is consistent with customary industry practices and applicable law, could not reasonably be construed as a bribe or payoff, do not violate any laws or regulations and are otherwise in accordance with the requirements of this Sales Partner Code.

Sales Partners must not offer gifts or kickbacks to Otsuka employees or their families. In general, Otsuka employees and their family members may not request or accept payments of money or anything of value from any Sales Partners or others with whom Otsuka does business, has done business, or may have occasion to do business. Restricted payments generally include, but are not limited to, any and all of the following:

Compensation in any form (cash, kind, credit, etc.);
Travel or lodging;
Entertainment including, but not limited to, tickets to sporting and other events, and other entertainment activity (golf, tennis, etc.); and
Gifts of any kind, nature or description, including discounts, coupons and other offers not available to the public in general.

Otsuka employees may, however, accept branded promotional items, modest business meals, entertainment ancillary to a legitimate business meeting or approved in advance by Otsuka, and gifts (other than cash) having a reasonably estimated fair-market value of $250 or less; provided that the payments, gifts, or items are consistent with customary industry practices and applicable law, could not reasonably be construed as a bribe or payoff, do not violate any laws or regulations and are otherwise in accordance with Otsuka’s policies and procedures.

V. Use and Protection of Otsuka’s Confidential Information

Sales Partners are expected to maintain the confidentiality of information entrusted to them by Otsuka or by its customers, suppliers or partners, except when disclosure is expressly authorized or is required by law. Confidential information includes, but is not limited to, material specifications and conditions, cost sheets, profit information, names of Sales Partners, purchasing strategies, contract details, R&D data, financial, sales and marketing information, confidential employee or patient information and any other information generally considered to be confidential.

Sales Partners requiring access to Otsuka’s confidential information must complete a Confidential Disclosure Agreement unless such provisions are covered in the parties’ Sales Partner agreement.

VI. Data Privacy

In the event Sales Partners have access to personal information or personal health information of Otsuka employees, patients, research subjects and customers, Sales Partners shall

(a) not process personal data except as specifically set forth in any agreement between the parties and in connection with Sales Partner providing services to Otsuka and pursuant only to the extent reasonably necessary for the performance of the agreement between the parties. Otsuka and Sales Partners shall each comply with all applicable data protection laws.

VII. Conflicts of Interest

Sales Partners must avoid conflicts of interest or impropriety, and/or the appearance of conflicts of interest or impropriety in their activities. A conflict of interest exists when personal or financial activities or interests (or those of a family member) could inappropriately influence or appear to inappropriately influence the ability to act in Otsuka’s best interests. Sales Partners must disclose actual or potential conflicts of interest to Otsuka’s Executive Team. Sales Partners also must document appropriately conflict disclosures in writing to Otsuka and the outcome or decision by Otsuka with respect to such disclosures.

VIII. Quality, Environment, Health & Safety

Sales Partners must comply with all applicable laws and regulations regarding quality, health, safety and environment. Sales Partners will be accountable for the quality of their operations. All Sales Partner operations shall meet applicable standards under quality, environmental, health and safety laws and regulations and industry best practices. Nothing set forth in this Section IX shall limit or change Sales Partners obligations with respect to quality and regulatory as set forth in any agreements between the parties or as required by law.

Sales Partners must have appropriate programs in place and operate in accordance with all applicable environmental, health and safety requirements. Sales Partners must provide appropriate controls, safe work procedures, preventative maintenance and necessary technical protective measures to ensure health and safety in the workplace and prevent workers’ exposure to safety hazards. Sales Partners must provide appropriate personal protective equipment to their employees. Sales Partners, while on site at Otsuka, must work in ways that ensure the safety of their workers and the safety of others and are consistent with applicable Otsuka and governmental environmental, health and safety requirements.

IX. Trade Compliance

Sales Partners must comply with applicable trade laws and regulations controlling imports, exports, re-exports and diversion of products, components, goods, services and technical data, including import and customs laws, export controls, sanctions, denied parties lists, anti-boycott laws and diversion of products.

X. Marketing Materials

Notwithstanding anything set forth in Sales Partner agreement with Otsuka, all marketing, advertising and promotional materials utilized by Sales Partner, whether obtained from Otsuka or created independently by Sales Partner, shall be submitted to Otsuka for review prior to use and shall not be used without the prior written consent of an authorized Otsuka officer or representative.

XI. Labor Laws

Otsuka expects its Sales Partners to meet the same standards that we set ourselves. Sales Partners shall be committed to treating all workers with dignity and respect. Sales Partners must comply with all applicable employment laws and regulations, including laws relating to non-discrimination, fair treatment, wages, benefits and working hours.

Sales Partners shall not make use of any form of forced, coerced, bonded, indentured or compulsory labor, including (amongst others) prison labor, labor enforced by debts or violence, or labor enforced by withholding of personal identification documents. Sales Partners shall also comply with all applicable labor laws, rules and regulations, including but not limited to, all laws forbidding the solicitation, facilitation, or any other use of slavery, forced labor or human trafficking. Sales Partners must ensure that they are compliant with these requirements and regularly take measures to audit, identify and eliminate any form of slavery, forced labor or human trafficking within their business or within the business of counterparties with whom they work.

Sales Partners must use only workers who meet the minimal legal age for employment as defined by local law where they work, as well as for the type of work.

As mentioned below, Sales Partners are expected to report any actual or suspected violations of this Sales Partner Code to Otsuka's Executive Team without delay. Failure to do so, or failure to adequately rectify the issues that have arisen to the satisfaction of Otsuka may lead to the termination of the business relationship.

XII. Performance and Services Requirements

Sales Partners shall have and continue to maintain all professional licenses, consents, authorizations, permits and certificates as required by law to distribute Otsuka products.

Sales Partners are expected to continually improve performance by setting performance objectives, executing improvement plans and taking necessary corrective actions with respect to any deficiencies identified by internal or external (including governmental) assessments, audits, inspections, and reviews.

XIII. Exclusion/Debarment

If required by law or regulations, or requested by Otsuka, Sales Partners must screen their officers, directors, employees, sub-sales Partners or agents, against U.S. federal or state government or local exclusion lists to ensure that such individuals and entities are not excluded or debarred from participation in any governmental health care or procurement program. Sales Partners must notify Otsuka immediately if they or any of their officers, directors, employees, sub-sales Partner or agents have been excluded or debarred from participation in any U.S. federal or state governmental health care or procurement program.

XIV. Compliance Program & Flow-Down

Sales Partner shall establish and maintain at all times and in connection with all transactions of business involving Otsuka or its products, a compliance program and system of internal controls reasonably designed to ensure Sales Partner's compliance with all applicable laws and the requirements of this Sales Partner Code. Sales Partner shall ensure that all staff working with Otsuka and its products are aware of these requirements and receive regular training on compliance with applicable laws.

Sales Partner's compliance program shall ensure that any sub-sales Partners or other third-parties engaged by the Sales Partner in connection with Otsuka's business are subject to sufficient due diligence, oversight and adequate contractual and other controls to ensure those parties' compliance (on no less stringent terms than set out in this Sales Partner Code) with all applicable laws.

XV. Compliance with Sales Partner Code

Where the standards of this Sales Partner Code conflict with or differ from the standards of applicable local laws, Sales Partners are expected to apply the higher of the two.

Sales Partners are expected to seek guidance from or report actual or suspected violations of this Sales Partner Code to Otsuka’s Executive Team without delay.

Reports or inquiries should be directed to:

Otsuka ICU Medical LLC
3900 W Howard Ln, Austin, TX 78728
E-mail: Austinhr@icumed.com

Sales Partners may report any concerns through anonymous and confidential web submission at https://www.lighthouse-services.com/icumed.

¹The term “Government Official” is to be broadly interpreted, and includes the following: (i) any officer or employee, appointed or elected, of a local, state, regional, or federal government, or any department, agency, ministry, or instrumentality of a government; (ii) any physician or other health care professional (“HCP”) employed by a public hospital or clinic; (iii) any individual who, although temporarily or without payment, holds a public position, employment, or function; (iv) any officer or employee of a public international organization, such as the United Nations or the World Bank; (v) an individual acting in an official capacity for or on behalf of a government department, agency, ministry, instrumentality, or public international organization; (vi) a political party official, officer, or employee, or any candidate for political office; (vii) any officer or employee of an entity owned or controlled by a government, as well as entities that perform a government function (e.g., air or sea transport, utility, energy, water, or power); or (viii) a member of a royal family, including one who may lack formal authority, but could otherwise be influential in advancing Otsuka business interests, through, for example, partially owning or managing a state-owned or state-controlled entity.

Family members of any of the individuals listed above may also qualify as Government Officials if interactions with them are intended or have the effect of conferring anything of value on a Government Official. Any questions relating to whether an individual or an entity is a Government Official should be directed to Otsuka’s Executive Team.