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Every company, regardless of its area of ​​operation, must have principles that transparently express its conduct towards all society in general. Therefore, this Code of Conduct contemplates the commitment of the company in terms of ethics.

These are principles that in our opinion support the growth of the company and all the actions of its employees and partners with transparency in their activity and in their businesses.

Code of Ethical Conduct

1. Introduction

It develops its activity guided by ethical principles that contribute to the solidity and credibility of its image and reputation.

2. Code of Ethical Conduct

Collaboration

We value teamwork, with great respect for each other, with integrity and diversity.

Relations with third parties

Professionalism, honesty and permanent search for improvement will be the basis for working with our customers, partners, suppliers and employees.

3. Concepts

Compliance

“Compliance” means to comply with, execute, satisfy and comply with all laws and regulations applicable to our activity as well as compliance with our code of ethics.

Corruption

We do not accept the abuse of power of persons or institutions to gain advantages for themselves. The most common form of corruption is bribery.

Equity

We will treat in the same way all the parts that in day-to-day relate to our company; whether they are suppliers, clients, partners, employees

Valuables

For the purposes of this Code, it means money, gifts, travel, job offers, meals and others. It also includes sponsorship of events, scholarships, research support and contributions to the public or social good.

Anti-Corruption Laws

Prisma including suppliers and partners, are obliged to comply with all legislation related to Anti-Corruption and with all existing legislation

Gifts & Offers

This is any good of value that is given or received due to a business relationship and for which the receiver does not have to pay the fair market value.

Representatives

They are all third parties that represent you as consultants, service providers, business partners, suppliers, etc.

Bribery

It consists in the act of giving or receiving money, gift or other advantage as a form of inducement to the practice of any dishonest, illegal act or breach of confidence in the practice of its functions.

Ethic

Set of rules and precepts applied in daily life and used continuously by each citizen. These rules guide each individual, guiding their actions and judgments about what is moral or immoral, right or wrong, good or bad.

Conduct

Way of the individual to conduct himself, to behave; procedure, behavior.

Fraud prevention

In line with compliance with legal requirements and in accordance with the principles of “good conduct” prescribed in this Code, it will not tolerate the practice or involvement in the practice of corporate fraud or any other fraud or any other unlawful act on the part of its employees, reserving the right to investigate the facts and apply the applicable administrative sanctions, besides the civil and criminal responsibility.

Communications relating to fraud or any other form of fraud, wrongdoing or improper conduct, done anonymously or otherwise, will be treated in a confidential manner, in order to protect the author of the communication and the quality of the investigations.

The purpose of the Code of Ethical Conduct

Prisma recognizes the obligation to facilitate ethical interactions with its clients and healthcare professionals in order to ensure that all medical decisions are based on the best interests of the partner, client and society in general.

To ensure that relationships among employees, legal entities, clients and health professionals reach the highest ethical standards, all interactions should be conducted in accordance with the following principles:

• Integrity: act with honesty, truthfulness and just with all parties;

• Independence: interactions between professionals and legal entities should not be used to unduly influence government, medical, health care, customer decisions, or divert what is best for the client in order to gain undue advantages or improper;

• Fair pricing practice: agreements with professionals and others must be in accordance with the practice of fair trading conditions and free from corrupt purposes;

• Development: maximize relationships with professionals / government / universities, etc. in order to boost technology, innovation and care and improve the quality of life of clients and patients;

• Transparency: all interactions between Prisma, their clients and  other professionals and / or government institutions should have a clear scope, always in accordance with law enforcement, regulations, or professional codes of conduct.

All the decisions of the various parties must be taken independently by the professionals.

These principles complement and are subject to the laws of each country, state or region in which you conduct your business. It is therefore the responsibility of knowing and complying with these local laws.

Compliance with the Code of Ethical Conduct

Compliance with the Code of Ethical Conduct is required by all employees and partners.

The employees are required to read and sign a Statement of Receipt and Knowledge of the Code of Ethical Conduct. This term must be re-submitted every year (January of each year).

Employees must provide information on all violations of the Code of Ethical Conduct through the channel of complaints by the following address: Prisma, a/c Administration – “subject”, qas@cannprisma.com); or by marking a meeting with the administration. The cases will be handled by the administration which will guarantee the anonymity of the complainant.

The following behaviors are expected from the employees of:

• The employee is prohibited from forming a company in the same or similar field of activity and / or participating in a related legal entity;

• Employees are prohibited from signing documents on behalf of the company that are not part of their activities and that are not authorized to sign. Only duly authorized legal representatives of the company have the legal power to do so;

• Do not make statements to the press about it without prior authorization;

• Do not participate in personal business using the name of the company;

• Do not use the facilities and other assets of the company for personal purposes;

• Do not obtain advantages and / or discounts due to the employment relationship;

• Not accepting favors, gifts and / or benefits from others;

• Look after the institutional image;

• Use the telephone for business purposes only;

• Have moderation when talking on the cell phone;

• Receive visits only related to the company’s business;

• Do not send or receive personal mail at business addresses;

• Use e-mails and internet for professional purposes related to the company’s activities;

• Do not provide personal email or mobile to the customer.

Relationship with employees

Having a good and harmonious relationship with employees is the fundamental pillar for the success of Prisma.

Prisma works to provide adequate working conditions and professional development and understands that human relations must be guided by mutual respect, ethics, teamwork and trust, and thus expects its employees to share and defend these values, guided by same principles.

It is not allowed to hire family members in the company within the same area or with a subordinate relationship, regardless of the positions or departments (except with the admission agreement).

Conflict of interests collaborators

The external activities and duties of employees should be perfectly harmonized in order to avoid conflicts of interest between the parties.

All employees are required to make decisions that are in the best interest of the company and not based on their own interests. Always inform the management in advance about any personal interest that may arise in the performance of your professional duties.

Employees may not use, for contracts or personal orders, companies with which they have commercial relations in the scope of their activities on behalf of Prisma. This rule applies in particular if the employee exercises or has the capacity to exercise a direct or indirect influence on the conclusion of contracts.

Participations in third parties

Employees who hold (or intend to acquire) directly or indirectly a participation in a competitor, client or supplier of Prisma, will also have to report this fact to the Human Resources area. Once communicated, the company will take appropriate measures to eliminate any conflicts of interest.

Prisma property handling

Prisma has devices and equipment such as machinery, equipment, telephones, copiers, computers, software, internet / intranet and other tools. These devices should be used only within the scope of the activity and not for personal gain. It is the responsibility of the employee to ensure the proper use and conservation of the company’s assets if allocated.

It is forbidden to send messages that are personal and contrary to laws, ethics and morality, that jeopardize the company, its employees or customers, as well as the prohibition of access and sharing of pornographic, racist, discriminatory, traffic-sympathizing content of drugs, violence and crime, of a political-partisan-social-religious nature, among others, that can cause discomfort, discord and / or suffering to any person inside and outside the company.

The dissemination or circulation of messages or materials that incite discrimination or violence of any nature, political, partisan or sexually offensive.

Prisma reserves the right to monitor the use of all electronic means of communication and data transmission that it makes available to employees, to avoid abuses and protect the interests of the company.

All files and information related to the professional activity created, received or stored in electronic systems are property of the company and constitute as intellectual, commercial and legal assets.

This files should be kept at the level of confidentiality of information:

• Suppliers, purchases and conditions;

• Customer and supplier information;

• Sales volume, margin or numbers of any nature;

• Strategies and plans related to business expansion;

• Wages, gratuities or any form of remuneration;

• Softwares, documents and management reports;

• Culture and operational technology;

• Contracts or strategic plans;

• Developments in judicial cases;

• Technical or product developments.

The disclosure or appropriation of privileged information is not authorized. This applies to information disclosed inside and outside the company, including journalists, financial analysts, doctors, consultants, family members, clients, friends, among others.

Conduct outside Prisma

Employees must be careful about their conduct in public environments, whether in their professional activity or in their private life, acting with prudence and zeal and not exposing their own career to risk. The conduct of the employee in work situations must be compatible with the values ​​of the company, thus contributing to the recognition of the company ‘s good corporate image. The employee is expected to be consistent with the conduct described in this Code of Ethical Conduct.

Moral or sexual harassment

Harassment is characterized when someone in a privileged position uses that advantage to humiliate, disrespect, and / or embarrass. Bullying occurs when someone is exposed to situations of humiliation. Sexual harassment aims to gain advantage and / or sexual favor.

Prisma does not admit of harassment, such as sexual, economic, moral or any other type of situations, or situations that constitute disrespect, intimidation or threat in the relationship between employees, regardless of their hierarchical level. Employees who consider themselves to be discriminated against, humiliated or prejudiced, pressured, abusive or disrespectful, may address the matter with the administration.

Discrimination in the workplace

Prisma values ​​diversity and different cultures in working relationships. Therefore, everyone should be treated respectfully, cordially and justly, regardless of the position or function they occupy.

Prisma seeks an environment with respect for dignity, diversity and human rights and adopts practices that actively contribute to the prevention, combat and eradication of degrading forms of work (child, forced and slave) as well as discrimination, harassment, disrespect , exploitation and prejudice of any nature, whether of race, religion, age group, sex, political belief, nationality, marital status, sexual orientation, physical condition or any other.

Exploration of adult or child labor

Prisma does not allow or condone hirings or associations that have any link with exploitation of adult or child labor and does not admit in any way the exploitation of adult and child labor and reserves the right not to maintain relationships of any kind with customers and suppliers to adopt this practice.

Use of alcohol, drugs, possession of arms and commercialization of goods

Every employee should take care of his image. Thus, the use of alcohol, drugs, the possession of arms and the commercialization of goods of personal interest during working hours is prohibited.

The ingestion of alcoholic beverages during working hours is prohibited, as well as the exercise of the professional function in a state of intoxication. Also prohibited are the use and possession of drugs and permanence in the work environment in an altered state by the use of these substances, which can affect the safety and performance of both the employee and his co-workers.

Political Activities

Resources, spaces and image of the Prisma can not be used to suit personal political or partisan interests.

It is prohibited for the employee to make, on behalf of Prisma, any contribution in value, goods or services for campaigns or political causes.

Prisma respects the individual right of the employee to engage in civic affairs and participate in the political process. However, such participation must occur in your free time and at your own expense.

Relationship with Suppliers

Prisma appreciate that the relationship with suppliers and resellers is conducted in honest, fair and equitable terms, seeking constant partnership and cooperation between the parties.

The selection and contracting of suppliers must be subject to transparent and unequivocal competition, privileging the technical competence, legal compliance, unqualified reputation and ethical behavior of the supplier, aiming at the best possible return in terms of cost and quality for Prisma.

Therefore, it does not allow its employees any practice of requesting or requiring from any supplier or potential supplier any gift, payment, donation, gratuity, leisure option, sponsorship or proposal of any other advantage or benefit.

In case the supplier makes the delivery of gifts, the following procedures must be adopted:

• Promotional items may be accepted, such as a pen with a logo, a book about the supplier’s history or similar, as long as the value of the gift does not exceed 10 euros.

• Other items that do not meet the criteria above can not be accepted by Prisma and its employees;

• If a supplier invites employees to participate in workshops and / or technical training free of charge, before accepting the invitation, the employee should make the event known to the company, informing its management in writing.

Prisma’s relationship with customers

The company guides the relationship with its clients in values ​​and ethical principles based on honesty, loyalty and justice, providing all the necessary information with respect to the clients.

Prisma, based on the practices of good conduct prescribed in this Code of Ethical Conduct, seeks the constant improvement of its processes and products, using the most modern practices to reach levels of excellence in service and customer requirements and expectations should always be considered and all agreed upon must be strictly adhered to.

Prisma does not discriminate customers by origin, economic size or location. However, it reserves the right to terminate any business relationship whenever its interests are not being met, or when the relationship represents legal, social or environmental risk.

The information about the products offered by it must always be clear, truthful and objective.

It is prohibited to make improper payments to anyone with the purpose of facilitating the rendering of services, even at the cost of losing business opportunities.

Prisma understands that it is your responsibility to maintain the confidentiality of confidential information to us passed on by our clients.

Gifts

Prisma may provide gifts to its commercial partners, whether for clients, suppliers or third parties.

The distribution of gifts must comply with the guidelines set forth in the Anti-Corruption Policy and the following items:

• Must match the educational event and / or training on a product;

• Must be related to the work of the health professional, for the benefit of patients / clients and for the relationship with customers and partners in the commercial area.

Relationship with Distributors

Prisma must adopt a Compliance program in third party management, applicable to all relevant personnel. Taking into account a variety of risk-based factors, as well as all applicable laws, such a program should include the following elements:

• Written Policy / Procedure: Adopt a Compliance Policy banning all forms of bribery by any person or entity acting on behalf of Prisma, including Third Parties;

• Risk Assessment: assessing the risk profile for proposed agreements and use of Third Parties, including, for example, the evaluation of:

          – Risk in the country / geographical area, through information such as, but not limited to Transparency International, “Corruption Index”, specific risk profiles of planned or used Third Parties;

          – Information on legal requirements of the local market;

          – Third party information on unusual arrangements (excessively high commissions, a high degree of interactions with government officials, marketing budgets, offshore payment accounts, etc.);

          – Information available from public sources or employees about problems at potential customers by Third Parties. Risk assessment may contribute to the application of other elements of this section.

• Diligence Program: establish a pre-engagement and renewal due diligence program to identify, prevent and mitigate market-related risks in which the Third Party contracted to operate, as well as any specific activity that the Third Party will perform through Prisma.

• Written Contract (must include all appropriate controls and implementation of an anti-corruption policy), such as:

          – Compliance with applicable laws, principles and policies of Prisma;

          – The right to conduct independent audits including access to relevant books and records where possible;

          – Right to early termination when there are failures to comply with applicable laws or policies of Prisma;

          – Due diligence rights at the time of renewal.

• Audit: consider conducting routine risk-based monitoring and audits and other evaluations of relationships with Third Parties on compliance with applicable laws, Code of Ethical Conduct policies, as well as relevant terms of contract and periodic certification of training and education.

• Appropriate Corrective Action: to reserve and take necessary and appropriate remedial action consistent with applicable local laws if a Third Party fails to comply with applicable laws, policies, Code or relevant terms of the contract or engages in any other non-permitted conduct.

Relationship with Government

Prisma does not carry out political-party activities and does not financially support parties and / or candidates in any way. Neither does it favor, either in cash or otherwise, a government official, in order to gain any advantage for him or his collaborators.

The provision of information to all spheres of public bodies must always be formalized in writing and with the proper approval of the administration of Prisma.

In cases of supervision promoted by public bodies, the employee must inform the admission before any referral. If a “search warrant” is filed, the employee must cooperate, however, by contacting the administration immediately.

The sending of information must be complete, accurate and sufficient to clarify the issue, in order to comply strictly with the applicable standards. The employee must analyze whether the information provided is “confidential” and that adequate measures have been taken to protect its confidentiality.

Prisma prohibits the making of payments by way of gratification, or offering of any benefit, to public officials to obtain any illicit advantage for the employee and his collaborators.

The employee of Prisma should not use the company name personal matters of any nature in their relationship with the government.

The employee must follow the Anti-Corruption Policy of Prisma.

Financial Area

It is of the utmost importance that the accounting records are accurate, complete and true.

It is the obligation of Prisma to keep books, records and accounts reflecting, in a detailed, accurate and correct, all the transactions of the organization. In order to combat corruption, it is important that transactions are transparent, fully documented and codified for accounts that accurately reflect their nature. Trying to camouflage a payment can create an even worse breach than the payoff itself.

It is critical to ensure that all transactions and transactions are fully documented, correctly approved and coded for the correct expense description. In no case, false or misleading documents must be included in Prisma’s books and records. The accounting must comply with the applicable legal and tax rules.

All Payments and Receipts carried out in a manner must be subject to registration.

Products for evaluation and demonstration

Prisma may make reasonable quantities of products available to the area professionals, free of charge, for evaluation and demonstration purposes.

These products may be provided free of charge to enable professionals to evaluate their proper use and to determine if and when to use, order, purchase or recommend the product in the future. Company products provided for evaluation should typically be used to care for consumers.

Awareness and training conferences

Legitimate, independent, educational, scientific, and policy-making conferences promote scientific knowledge, medical advancement, and effective health care. Prisma must ensure that support from educational conferences to third parties preserves the independence of cannabis education and should not be used as a means of inappropriate inducement.

Sales, promotions and business meetings

Prisma can conduct promotions and business meetings with his clients, network sales teams, distributors, suppliers, partners and stakeholders relevant to the chain to discuss product characteristics. Often, these meetings take place near the clientes` workplace, however, such meetings may take place in another appropriate location that is conducive to effective exchange of information. Prisma is not allowed to hold sales meetings, promotions and business meetings with public sector professionals, unless otherwise provided by law from the country.

It is appropriate to pay the travel costs of participants when and / or occasionally provide modest meals and drinks in connection with such meetings. It is not appropriate to compensate a professional for a payment or any other item of value for the time the professional spent while attending any educational and / or sales, promotion or other business event held by Prisma in which the professional did not provide a service.

It is not allowed to pay for meals, drinks, travel or hotels to family members and guests of the professionals or another person who does not have a legitimate professional interest in the information being shared at the meeting.

Consulting agreements with professionals

Prisma hires professionals to provide a wide range of valuable and legitimate consulting services through various types of agreements, such as: research contracts, product development and / or intellectual property transfer, marketing, advisory councils, presentations, training and awareness-raising actions sponsored by Prisma and other services.

Prisma may pay consultants a fair market value for performing these types of services, provided they are intended to meet a legitimate business need and do not constitute an unlawful inducement. An unlawful inducement means an agreement remunerated for the purpose of influencing a health professional or government bodies in an illegal manner in making administrative, technical and legal medical decisions and product selection.

Prisma must comply with the following standards in connection with consulting agreements with companies or professionals:

• Consulting agreements must be in writing and clearly describe all services to be provided. When Prisma hires a consultant to perform clinical research services, there must also be a written research protocol. In addition, the health care provider’s employer needs to be notified about the consulting agreement;

• Consulting agreements can only be signed when a legitimate need for services is identified and documented in advance;

• The choice of a consultant should be made based on the qualifications and expertise of the consultant to meet a defined need;

• Payment made to a consultant shall be consistent with the fair market value and under normal market conditions for the service rendered and shall not be based on the volume or value of the past, present or anticipated business of the consultant. Compensation paid to the consultant may only be made after the provision of the service. Payment must be made by electronic bank transfer or by check. Payment can not be made in cash;

• Prisma may pay for documented, reasonable and legitimate expenses incurred by a consultant that are necessary to execute the consulting agreement, such as travel, meals and normal lodging costs;

• The location and circumstances of the Prisma meetings with the consultants should be appropriate to the consultancy subject. These meetings should be held at the factory itself, at universities, at conferences or other venues, including hotels or other commercially available meeting facilities conducive to efficient exchange of information;

• The Prisma Sales area may offer opinions on the suitability of a proposed consultant, but the Sales area should not control or influence the decision to hire a specific health professional as a consultant, unduly;

• Prisma is responsible for maintaining evidence of performance of the services provided by the consultants, such as the results of studies and reports of activities performed.

Entertainment and recreation

Prisma’s interactions with government and private professionals should be of a professional nature and should facilitate the exchange of information necessary for the development project that will benefit the sector.

Meals in commercial interactions

Prisma’s business interactions with professionals may involve the presentation of scientific, educational or commercial information. Therefore, modest meals may be paid as an occasional business courtesy, consistent with the limitations of this section.

• Purpose: The meal should be secondary to the legitimate presentation of scientific, educational or commercial information and provided in a manner conducive to the presentation of such information. The meal should not be part of an entertainment or recreational event.

Educational grants and charitable donations

Prisma can provide grants for research, education and charitable donations in a transparent and legal manner. Therefore, Prisma should:

• Adopt criteria in accordance with the Anti-Corruption Policy to provide such grants and donations, which do not take into account the volume or value of purchases made or anticipated that they will be made by the recipient;

• Implement appropriate procedures to ensure that such grants and donations are not used as unlawful inducement;

• Ensure that all grants and donations are properly documented.

Prisma’s Sales area can not comment on a proposed grant on recipients or programs that can receive a charitable donation. The Prisma Sales area shall not control or unduly influence the decision whether or not a institution will receive a grant or donation, or the amount of such grant or donation. Prisma is strictly prohibited from offering or attempting to offer money, assets, property, services or the use of facilities as political contributions to any government official.

Prisma may promote research grants supporting independent laboratory research with scientific merit. Such activities need to have well-defined goals and important milestones and can not be directly or indirectly linked to the purchase of hospital supplies. Research, grants and charitable donations must be approved by the Administration.

Charitable Donations

Prisma may make donations of money or technology for charitable purposes, such as support for indigent care, education for patients or the public; or sponsoring events when the offer is intended for charitable purposes. Donations must be motivated by legitimate charitable purposes and should be made only to legitimate philanthropic organizations. Charitable contributions must be approved by the Administration.

Prisma shall exercise due diligence to ensure the legitimacy of the charitable organization. Donations can only be made following the fulfillment of criteria adopted by Prisma, such as:

• Applications for contributions must be made in writing, specifying at least the organization requesting the contribution, the purpose of the contribution and the amount requested;

• Applications should be carefully analyzed to see if the contribution will not provide personal benefit to any public official and whether the institution is registered under applicable law;

• The contribution must be made to the charity registered under the applicable legislation;

• The contribution must be made to the charity and not to the individual and in no circumstances should the payment be made in cash or through a deposit in a personal checking account;

• It is necessary to obtain proof of receipt of all contributions made to charitable causes.

Political contributions

Prisma does not make contributions or donations to political parties, political campaigns and / or candidates for public office, nor political contributions of any nature.

Tenders

In the context of public bids, Prisma should not provide items, subsidies or donations that are not clearly defined in the bidding announcement.

Any type of payment or other form of benefit (direct or indirect) to a public agent for gaining any kind of advantage.

Practice of good conduct in business

Prisma repudiates any business practices that may characterize bribery, price fixing or similar behavior, prohibiting its trading partners from adopting them in any relationship.

The anti-corruption guidelines aim to ensure that Prisma complies with the requirements of national and international anti-corruption laws, whether public or private, to ensure that the highest standards of integrity, legality and transparency are adhered to while conducting business.

The Anti-Corruption Law applies not only to the individual paying the bribe, but also to individuals who have acted in a way that encourages payment, ie apply to any individual who:

• Approve the payment of bribes;

• Provide or accept false invoices;

• Transmit instructions for payment of bribes;

• Cover the payment of bribes;

• Cooperate consciously with the payment of bribes.

All employees and partners acting on behalf of Prisma are prohibited from offering, promising, making, authorizing or providing (directly or indirectly through third parties) any improper advantage, payments, gifts or the transfer of anything of value to any person, whether it is government professional or not to influence or reward any official action or decision of such person for the benefit of Prisma.

No Prisma employee may be penalized for delay or loss of business resulting from your refusal to pay bribes.

Payments to facilitate or accelerate the actions of public or private officials may constitute a crime of corruption, so PRISMA prohibits facilitating payments to its employees and partners.

Warning Signs

To ensure compliance with anti-corruption laws, Prisma must be alert for warning signs that may indicate the occurrence of improper benefits or payments. Warning signs are not necessarily evidence of corruption, nor do they automatically disqualify third parties who represent Prisma. However, they raise suspicions that need to be cleared until they are sure that these signs do not indicate actual problems.

Prisma employees and partners should see with increased suspicion any warning signs, such as:

• Request (clear or not) of commission / favors;

• Requirement of payment in cash;

• Indications of suppliers made by public officials;

• Companies controlled by public officials;

• Refusal or simple resistance to making precise contracts;

• Proposal of unusual or apparently very advantageous values ​​or conditions of payments;

• Suggestion of payment in third party accounts;

• Suggestion of dividing payment into more than one account;

• Country account different from the one where the service was provided;

• Possibility of payment in cash;

• Imprecision in data register, address or company name;

• Recurring meetings at unofficial addresses.

Management of the Code of Ethical Conduct

Approval of this Code and its updates are the responsibility of the Prisma Administration.

It is the responsibility of the PRISMA Administration to ensure that its employees and partners know, assimilate, apply and share the provisions of this Code. Suggestions for improvements should be directed to the administration (elsa.nascimento@prisma.com)