Next Level Genomics Group

Business and Trade Compliance Policy

1.0 Purpose
2.0 Applicability
3.0 Area of Compliance
4.0 Employee Responsibilities

1.0 Purpose

This International Trade Compliance Policy (“Policy”) encompasses the commitment expressed in Next Level Genomics’ (hereafter referred to as “NLG”) Code of Conduct to comply fully with all applicable laws and regulations that regulate international trade. For purposes of this policy, the term “NLG” means Next Level Genomics and its aﬃliates and subsidiaries.

International trade laws govern the cross-border ﬂow of commodities and services, as well as international business transactions. The purpose of this policy is to ensure our compliance with these international trade laws when we are subject to them. Failure to comply with international trade laws can limit NLG’s ability to import and export and can potentially expose NLG to administrative, civil, and criminal penalties. NLG retains the right to discipline (up to and including termination of employment) or end working relationships with those that do not comply.

2.0 Applicability

This policy applies to employees, independent contractors, and consultants of NLG, each of whom is expected to comply with this policy to the extent applicable and with all applicable legal and regulatory requirements.

Pursuant to this policy, NLG may create requirements or procedures that further detail speciﬁc compliance obligations. All employees must familiarize themselves with any international trade compliance requirements or procedures that apply to their job functions and participate in any required international trade compliance training.

3.0 Area of Compliance

This policy reﬂects NLG’s commitment to compliance in four speciﬁc areas: customs and import controls; export controls; economic sanctions; and the Foreign Corrupt Practices Act. NLG is fully committed to developing, maintaining, and complying with requirements and procedures focused on each of these areas of international trade law.

A. Customs and Import Controls

It is NLG’s policy to comply with all applicable customs and import control laws of the countries into which it imports. Customs and import control laws govern most aspects of importing goods into a country, including the ability to enter goods and the process for doing so, the classiﬁcation of goods, the marking of goods with the correct country of origin, the timely submission and retention of required documents, and the payment of applicable duties, taxes, and fees.

B. Export Controls

It is NLG’s policy to comply with all applicable laws of the countries from which it exports that govern the exportation, re-exportation, and transfer of goods, services, and information. Such laws include export control laws under the Export Administration Regulations, as administered by the U.S. Department of Commerce’s Bureau of Industry and Security; the Foreign Trade Regulations; and the International Trade in Arms Regulations, as administered by the U.S. Department of State’s Directorate of Defense Trade Controls. Export control laws impact the shipment or transfer of U.S.-origin commodities, equipment, parts, or technology to foreign countries.

C. Economic Sanctions

It is NLG’s policy to comply with all U.S. and foreign country economic sanctions laws applicable to it. The United States maintains economic sanctions of varying degrees against certain countries, persons, and entities based on U.S. foreign policy and national security concerns. These measures include sanctions against individuals and entities associated with international terrorism, drug traﬃcking, or the proliferation of weapons of mass destruction. Economic sanctions laws prohibit various business dealings, including imports, exports, investments, or other transactions, with target countries, organizations, or persons. NLG is committed to screening all parties involved in its transactions against lists of companies, entities, and individuals subject to trade restrictions, including, but not limited to, the U.S. Specially Designated Nationals and Blocked Persons List. NLG will not engage in prohibited business with sanctioned countries, governments, or parties.

D. The Foreign Corrupt Practices Act (FCPA)

It is NLG’s policy to comply with all applicable laws of the FCPA. The U.S. Securities and Exchange Commission and the Department of Justice jointly enforce the FCPA. Employees, independent contractors, and consultants of NLG are not allowed to inﬂuence a foreign official with any personal payments or rewards to assist in obtaining or retaining business. This includes a bribe, kickback, oﬀer, promise, gift, favor, loan, donation, or anything of value to inﬂuence a foreign oﬃcial. A foreign oﬃcial is any employee, officer, or agent of a foreign government, including an entity controlled by a foreign government (e.g., a state-owned national oil company), any foreign political party or candidate, any oﬃcial or employee of a public international organization, and any immediate family members of the previously noted. No family member of a foreign oﬃcial should be contracted with or hired without following NLG’s standard procurement and employment policies. It is prohibited to pay anything of value to any third-party agent, such as an international commercial representative, consultant, or broker, while knowing or suspecting that payment will be passed along to a foreign office. However, the following are exceptions:

Payments are allowed to facilitate or expedite insubstantial “routine governmental action,” such as the delivery of mail, police protection, processing a work visa or passport, and obtaining permits, licenses, or other oﬃcial documents.

In an emergency, payment is allowed to ensure the health or safety of the individual conducting business on behalf of NLG. Foreign employees who are current or potential customers, suppliers, or joint venture partners may be provided with reasonable travel and/or entertainment, as long as it is legal and a bona ﬁde business expense that is compliant with NLG’s Travel or entertainment must be directly related to the promotion, demonstration, or explanation of NLG’s services or connected to the performance of a contract. Promotional items of insigniﬁcant value bearing NLG’s logo are acceptable.

Expenses for a foreign oﬃcial’s side trips, sightseeing, or vacations in connection with travel for business are prohibited and must be paid by the foreign oﬃcial.

NLG must maintain eﬀective internal controls and keep books, records, and accounts that accurately and fairly reﬂect all transactions. No employee shall falsify or conceal any business transaction.

Payments, expenses, and gifts must be documented. Payments for services rendered, including reimbursement of expenses, will be made solely and directly to the government agency or instrumentality employing the foreign oﬃcial by way of its authorized bank account. Facilitating or emergency payments made to a foreign oﬃcial must be reported to NLG’s CEO, Legal Counsel, and CFO for speciﬁc account coding instructions (see D.1 and D.2 above).

4.0 Employee Responsibilities

NLG expects its employees to take all necessary steps to understand and comply with, and help NLG comply with, applicable international trade laws. As a part of this policy, it is the responsibility of every NLG employee to:

Obtain information and training on international trade laws that impact their job;
Comply with NLG requirements and procedures regarding international trade transactions;
Comply with applicable international trade laws;
Consult with his or her supervisor and seek guidance from NLG’s CEO, CFO, or Legal Counsel to resolve questions or concerns;
Identify and report red ﬂags involving transactions and activities;
Participate in improving compliance procedures, and
Report any potential violations of this policy and procedures, international trade laws, or the FCPA to a direct supervisor, NLG’s CEO, CFO, or legal counsel, and seek advice on situations that may require investigation or management attention. No individual will be retaliated against in any way for raising a good-faith concern about suspected or actual violations of this policy.

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