Code of Business Ethics

THERAPIX BIOSCIENCES LTD.

Code of Business Ethics

November, 2016

1. Introduction

Ethics are impor­tant to Therapix Biosciences Ltd. (together with its subsidiaries, “Therapix”) and its direc­tors, officers and employees (each an” Associate”). Therapix is committed to the highest ethical standards and to conducting its business with the highest level of integrity.

The Therapix Code of Business Conduct and Ethics (the “Code”) has four primary functions:

  • To estab­lish and clearly commu­ni­cate our standards of business conduct, our ethical princi­ples and our expec­ta­tions;
  • To ensure that business policies and practices continue to be aligned with those standards and princi­ples;
  • To estab­lish respon­si­bility for monitoring compli­ance; and
  • To set forth the manner in which perceived viola­tions of ethical princi­ples are to be reported.

The Code applies to all Associates.

2. Ethics

Therapix is committed to the ideals of uncom­pro­mising honesty and integrity. All Therapix Associates are expected to adhere to the highest standards of ethics; to be honest and ethical in dealing with each other, with share­holders and with customers, vendors and all other third parties. All Therapix Associates must respect the rights of fellow Associates and third parties. All actions must be free from discrim­i­na­tion, libel, slander or harass­ment. Each person must be accorded equal oppor­tu­nity, regard­less of age, race, sex, sexual prefer­ence, color, creed, religion, national origin, marital status, veteran’s status, handicap or disability. Misconduct (any viola­tion of this Code) will be addressed as it is identi­fied with appro­priate disci­pli­nary action. Misconduct cannot be excused because it was directed or requested by another. All Therapix Associates are expected to alert manage­ment whenever an uneth­ical, dishonest or illegal act is discov­ered or suspected, as further provided for in this Policy. The following areas frequently give rise to ethical concerns. A viola­tion of the standards contained in this Code will result in correc­tive action, including possible dismissal. 

Should any Therapix Associate have any questions concerning this Policy, please direct them to the Chief Financial Officer of Therapix (the “CFO”).

The CFO may consult outside counsel with respect to any issue relating to this Policy. 

3. Conflicts of Interest

Conflicts of interest arise whenever actions are based on inter­ests other than those of Therapix. 

All Therapix Associates must avoid any personal activity, invest­ment or associ­a­tion that may inter­fere with using good judgment concerning Therapix’s best inter­ests.

No Therapix Associate may not exploit his or her position or relation­ship with Therapix for personal gain. 

All Therapix Associates should avoid even the appear­ance of such a conflict. For example, a conflict of interest may arise if: 

- An Associate causes Therapix to engage in business trans­ac­tions with relatives or friends;

- An Associate uses infor­ma­tion of Therapix, a customer or supplier for your own personal gain, or the personal gain of relatives or friends; 

- An Associate have a finan­cial interest in Therapix’s customers, suppliers or competi­tors;

- An Associate receives a loan or guarantee of oblig­a­tions, from Therapix or from a third party, as a result of his position at Therapix; or 

- An Associate competes, or prepares to compete, with Therapix while still employed by it.

Employees who are involved in or are aware of a trans­ac­tion involving any of the relation­ships described above, must report the trans­ac­tion to the CFO. Directors and officers shall report such trans­ac­tions to the Chairman of Therapix’s Audit Committee. All trans­ac­tions between Therapix and any employee or member of the Associate’s immediate family, or any entity in which such employee or a member of his or her immediate family has a signif­i­cant finan­cial interest, must be approved by the CFO. Transactions described in the previous sentence between Therapix and any director or officer or member of such person’s immediate family, or any entity in which such person or member of his or her immediate family has a signif­i­cant finan­cial interest, must be approved by the Board of Directors. 

There may be other situa­tions in which a conflict of interest may arise. If an Associate has any questions or concerns about any situa­tion, he or she should follow the guidance outlined in the section below on Reporting Ethical Violations. 

4. Public Reporting of Financial and Non-financial Information

Therapix is a publicly traded company in the U.S. and thus, subject to the Securities Act of 1933, the Securities Exchange Act of 1934 and numerous other laws, rules and regula­tions promul­gated there­under (the “Securities Laws”). The U.S. Securities and Exchange Commission

(the “SEC”) requires compa­nies to maintain disclo­sure controls and proce­dures designed to ensure that infor­ma­tion required by the Securities Laws to be disclosed by publicly held compa­nies is recorded, processed, summa­rized and reported within the time periods speci­fied in the SEC’s rules and forms. It is, there­fore, imper­a­tive that all disclo­sures contained in Therapix’s public filings and other public commu­ni­ca­tions are full, fair, accurate, timely and under­stand­able.

Every Associate who partic­i­pates in the infor­ma­tion gathering process for Therapix’s public filings and other public commu­ni­ca­tions is respon­sible for the timeli­ness and accuracy of the infor­ma­tion contained therein. Those persons having respon­si­bility for partic­ular areas of Therapix’s periodic reports such as the Form 20-F and the Form 6-K (if any) must report to the Board on an ongoing basis the following matters which come to their atten­tion:

- Deviations from or changes to the current public infor­ma­tion avail­able for Therapix;

- Changes in risks, or new risks, to Therapix as they are identi­fied; and Changes that may affect Therapix’s finan­cial results.

- Therapix may estab­lish a separate Disclosure Policy that may provide who may commu­ni­cate infor­ma­tion to the press and the finan­cial analyst commu­nity.

All Therapix Associates should review Therapix’s Disclosure Policy and discuss all questions that they may have with the CFO.

Our employees who work in the Financial Department hold an impor­tant and elevated role in corpo­rate gover­nance. They are empow­ered to ensure that share­holder inter­ests are appro­pri­ately balanced, protected and preserved. Accordingly, all finan­cial managers are expected to uphold the following standards:

- To provide infor­ma­tion that is accurate, complete, objec­tive, relevant, timely and under­stand­able;

- To comply with laws, rules and regula­tions of federal, state, provin­cial and local govern­ments, and appro­priate regula­tory agencies;

- To act in good faith, respon­sibly, with due care, compe­tence and diligence, without misrep­re­senting facts or allowing their indepen­dent judgment to be subor­di­nated;

- To respect the confi­den­tiality of infor­ma­tion acquired in connec­tion with their activ­i­ties for Therapix, except when autho­rized or other­wise legally oblig­ated to disclose;

- To share knowl­edge and to maintain skills needed to perform their jobs;

- To proac­tively promote ethical behavior as a respon­sible partner among peers in the workplace and commu­nity; and

- To achieve respon­sible use of and control over all assets and resources employed by or entrusted to them.

Compliance with all govern­mental laws, rules and regula­tions applic­able to Therapix is manda­tory and any viola­tions thereof are consid­ered viola­tions of this Code. Mistakes should never be covered up, but should be immedi­ately fully disclosed and corrected, if possible.

All Therapix Associates that have any questions about their duties with regard to public reporting should ask the CFO.

5. Bribes and Kickbacks

A kickback or bribe includes any item intended to improp­erly obtain favor­able treat­ment. Other than for modest gifts given or received in the normal course of business (e.g., coffee mugs, pens and other logoed promo­tional materials or business lunches), neither you nor your relatives may give gifts to, or receive gifts from, Therapix’s customers and suppliers. Other gifts may be given or accepted only with prior approval of the CFO. In no event should you put Therapix or yourself in a position that would be uncom­fort­able if knowl­edge of the gift was made public. Dealing with govern­ment employees is often different than dealing with private persons. Many govern­mental bodies strictly prohibit the receipt of any gratu­ities by their employees, including meals and enter­tain­ment. All Therapix associates must be aware of and strictly follow these prohi­bi­tions.

6. Conducting Business Outside of the United States and the Foreign Corrupt Practices Act 

Therapix has an inter­na­tional presence and thus, certain Associates or other affil­i­ates of the company may find it neces­sary to interact with foreign govern­ments or officials in the further­ance of Therapix’s business activ­i­ties. In any dealings with foreign officials, candi­dates, or polit­ical parties, Therapix and its Associates, consul­tants, agents, subsidiaries, distrib­u­tors, resellers and repre­sen­ta­tives, must comply with the following policy. 

Generally, Therapix policies, the U.S. Foreign Corrupt Practices Act (“FCPA”), and applic­able foreign laws prohibit payments to, and business relation­ships with, govern­ment officials (“govern­ment officials” may include employees of entities that are state owned, in whole or part, public inter­na­tional organi­za­tions and polit­ical parties or polit­ical candi­dates) that could be construed as bribes or attempts to influ­ence govern­ment behavior. 

All Therapix Associates may not give, offer, promise, or autho­rize direct or indirect payments to foreign officials for the purpose of obtaining or retaining business for Therapix. Payments include money, gifts, or anything of value, and need not actually be deliv­ered, but merely have been intended for a corrupt purpose, to violate the FCPA

It is there­fore illegal and against Therapix policy for any Associate or other Therapix repre­sen­ta­tive to offer or give anything of value that is intended to: 

- influ­ence any act or decision of a foreign official in his or her official capacity;

- induce the official violate a lawful duty of his position or to use his influ­ence improp­erly; or 

- obtain an improper advan­tage for Therapix.

Therapix and individ­uals may face signif­i­cant civil and criminal punish­ment in both the United States and in other countries, including impris­on­ment, for violating the FCPA and local laws. 

Acknowledging that in certain foreign local­i­ties, payments to local govern­ment officials may be customary to expedite processes such as the granting of a business license or similarly routine govern­mental action, the FCPA contains a narrow excep­tion for such payments. 

In every case, prior to making, promising, or offering any such payment, any Associate or affil­iate of Therapix must consult with the CFO should uncer­tain­ties arise. Furthermore, if it is deter­mined that a payment meets this narrow excep­tion, it must be recorded accurately by the accounting depart­ment, as it is an indepen­dent viola­tion of the FCPA to mischar­ac­terize any such payment in the finan­cial records. Both the consul­ta­tion with the CFO and the accounting treat­ment of the payment must be documented in writing. 

7. Quality and Regulatory Compliance

Therapix is subject to numerous inter­na­tional, federal and state laws concerning the design, clinical devel­op­ment, manufac­ture, distri­b­u­tion and promo­tion of its products. The Federal Food, Drug, and Cosmetic Act (the “FDC Act”) is the primary regula­tory statute governing Therapix’s activ­i­ties. The FDC Act is imple­mented by the U.S. Food and Drug Administration (the “FDA”) through the promul­ga­tion of regula­tions and by the issuance of guide­lines and other informal notices regarding compli­ance require­ments.

FDA regula­tions applic­able to medical devices, biologics and pharma­ceu­ti­cals encom­pass a wide variety of activ­i­ties including: product clear­ance; labeling, adver­tising, and promo­tion; reporting require­ments; estab­lish­ment regis­tra­tion and product listing; current good manufac­turing practices; and preclin­ical studies and clinical studies. Other federal agencies also have applic­able laws, regula­tions and guide­lines, as do individual state govern­ments.

Therapix has estab­lished policies and proce­dures to ensure that our activ­i­ties are conducted in compli­ance with the federal and state laws and regula­tions pertaining to FDA-regulated products. 

In addition to legal compli­ance, Therapix Associates are required to maintain the highest ethical and scien­tific standards in researching and devel­oping Therapix’s products. 

Associates are further required to be scrupu­lously accurate in data submitted to FDA, publi­ca­tions, or any other party. You will adhere to all standards and proce­dures neces­sary to ensure rigorous scien­tific inquiry and will interact with federal and state agencies in a forth­right manner designed to ensure the safe and effec­tive use of its products. Additionally, in accor­dance with Therapix’s objec­tive, Associates are required to manufac­ture Therapix’s products in a manner designed to ensure their safety, integrity, and suitability for patients, and to market and sell its products in an honest and balanced manner that provides health profes­sionals with the infor­ma­tion neces­sary to use its products appro­pri­ately.

Clinical studies will be conducted in such a fashion as to safeguard the welfare of subjects and ensure the scien­tific integrity of the research. 

Associates will maintain accurate and complete records of all data related to FDA-regulated products in order to comply with FDA regula­tions. This work includes research and devel­op­ment, preclin­ical and clinical studies, manufac­turing, marketing, quality control and quality assur­ance, regula­tory and other activ­i­ties as deter­mined by our Chief Executive Officer (“CEO”).

As part of Therapix’s quality system, Associates are required to maintain reliable documen­ta­tion. The accuracy of data in our records, including full disclo­sure, lack of material omission, and integrity of the data is your priority. 

Any Associate who alters or falsi­fies data, destroys or fails to maintain product related data, or omits data from records that are needed to provide full infor­ma­tion regarding a commer­cial or devel­op­ment stage product is acting in viola­tion of this Code. 

In case of any questions related to quality and regula­tory compli­ance, you should consult with your super­visor, or the head of Quality/Regulatory depart­ments.

8. Improper Use or Theft of Therapix Property

Every Associate must safeguard Therapix property from loss or theft, and may not take such property for personal use. Therapix property includes such items as biolog­ical materials, chemi­cals, labora­tory equip­ment and machinery, inven­tory, vehicles, software, computers, office equip­ment, and supplies as well as confi­den­tial infor­ma­tion such as non-public personal infor­ma­tion about customers, customer lists, and propri­etary product infor­ma­tion, to name a few. 

You must appro­pri­ately secure all Therapix property within your control to prevent its unautho­rized use. 

9. Fair Dealing

No Therapix Associate should take unfair advan­tage of anyone through manip­u­la­tion, abuse of privi­leged infor­ma­tion, misrep­re­sen­ta­tion of facts, or any other unfair-dealing practice. 

10. Fair Competition and Antitrust Laws

Therapix must comply with all applic­able fair compe­ti­tion and antitrust laws. These laws attempt to ensure that businesses compete fairly and honestly and prohibit conduct seeking to reduce or restrain compe­ti­tion. If you are uncer­tain whether a contem­plated action raises unfair compe­ti­tion or antitrust issues, you should raise the issue with the CFO

11. Insider Trading

If an Associate has material non-public infor­ma­tion relating to Therapix, it is our policy that neither that person (nor any of his/her relatives) may buy or sell any Therapix securi­ties or engage in any other action to take advan­tage of, or pass on to others, that infor­ma­tion. This policy also applies to infor­ma­tion relating to any other company, including our customers, partners or suppliers, obtained in the course of employ­ment. Officers, direc­tors and employees should carefully review and comply with Therapix’s separate Insider Trading Policy, if and when such policy is adopted. Questions regarding insider trading should be addressed to the CFO