Honest and Responsible Conduct:

Working for a company that manufacture pharmaceutical and nutraceutical products to improve human health is an extraordinary privilege. It also comes with enormous responsibility. To achieve success, each of you must wholeheartedly embrace the obligations demanded by working in the pharmaceutical and nutraceutical industry. You must also maintain strict compliance with the spirit and intent of applicable laws and regulations.

CACHET expects its employees to maintain the highest of personal and professional ethics. This standard of ethics includes values such as honesty, integrity, open communication and trust in all endeavours. As a member of CACHET, individual credibility is essential. The manner in which you achieve success is often more important than the success itself.

Conflicts of Interest:

A conflict of interest exists if your private interest interferes in any way with the interests of CACHET. A conflict can arise when you take action or have interests that may make it difficult to perform your work for CACHET objectively and effectively. Conflicts of interest may also arise when you, or members of your family, receive improper personal benefits as a result of your position at CACHET. Loans to, or guarantees of obligations of, you and your family members may create conflicts of interest. It is almost always a conflict of interest for you to work simultaneously for a competitor or supplier of CACHET. You should be sensitive to any activities, interests or relationships that might interfere with, or even appear to interfere with, your ability to act in the best interests of CACHET.

Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with your manager, HOD or other appropriate personnel or, if circumstances warrant, the Compliance Officer. If you become aware of a conflict or potential conflict, you should bring it to the attention of your manager, HOD or other appropriate personnel.

All directors and executive officers of CACHET will disclose any material transaction or relationship that reasonably could be expected to give rise to such a conflict to the Nomination and Remuneration Committee of CACHET (the “NRC”). No action may be taken with respect to such transaction or party unless and until such action has been approved by the NRC.

The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with third parties. No gift or entertainment should ever be offered or accepted by you or any family member of yours unless it:

• is consistent with customary business practices
• is not excessive in value
• cannot be seen by others as a bribe or payoff
• does not violate any laws or regulations

The offer or acceptance of cash gifts by you is prohibited. You should discuss with your manager, HOD or other appropriate personnel any gifts or proposed gifts which you think may be inappropriate.

Gifts of nominal value (or gifts in such form and substance where accepting the gift will not influence your judgment of the giver), customary and reasonable meals and entertainment at which the giver is present, such as an occasional business meal and sporting event are generally acceptable, if permitted by applicable law. If you have a question about the appropriateness of accepting a gift or invitation, consult with the Compliance Officer for guidance.

You will not make any payment, or provide a gift or favour, to any person in a position of trust, such as a government or corporate official, to induce him or her to violate his or her duty or to obtain favourable treatment in the negotiations or the award of contracts or otherwise.

You must notify your manager, HOD or other appropriate personnel of any business relationship or proposed business relationship that CACHET may have with any company in which you or a related party has a direct or indirect interest or from which you or a related party may derive some benefit, or where a related party member is employed, if such relationship or transaction might give rise to the appearance of a conflict of interest. This requirement generally does not apply if the interest arises solely as a result of your beneficial ownership of less than 2% of the outstanding equity securities of such company.

Because of potential conflicts with CACHET or even the potential perception of a conflict of interest, CACHET requires that you obtain approval of the Compliance Officer before you accept a position as a director of an unaffiliated for-profit company or organization. In connection with acceptance of an appointment as director of an unaffiliated for-profit company or organization you must ensure the proper treatment of confidential information received from such entity in connection with being a director. Before accepting such an appointment, you are required to obtain approvals and execute certain documents specified by CACHET on approving such directorships. In addition, you should not accept or hold a position as a director, employee, or agent of, or consultant or advisor to, any competitor of CACHET unless you obtain CACHET’s approval.

Corporate Opportunities:

You owe a duty to CACHET to advance its legitimate interests when the opportunity to do so arises. You are prohibited from taking for yourself opportunities that are discovered through the use of corporate property, information or position without the consent of the Board. You may not use corporate property, information or position for improper personal gain, and you will not compete with CACHET directly or indirectly.

Fair Dealing:

CACHET is committed to promoting equal opportunity in all dealings with employees, clients, suppliers and others. CACHET will conduct its business in a manner that will make it a desirable employer. In doing so, CACHET will:

• strive to maintain a work environment in which the personal dignity of all individuals is respected by CACHET and its employees
• prohibit discrimination, intimidation or harassment on the basis of race, gender, sexual orientation or religious beliefs or any other personal characteristic protected by law
• forbid coercion or intimidation in the workplace

Keeping these principles in mind, you are required to behave honestly and ethically at all times and with all people. You are required to act in good faith, with due care, and to engage only in fair and open competition, by treating competitors, suppliers, customers, colleagues and shareholders in an ethical manner. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited. You will not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair practice.

You will not use illegal means to obtain information on any business matters generally, and more particularly, on those being the object of research, studies or analysis by CACHET. Fees that are paid to agents and consultants are to be reasonable and in accordance with sound business practice.

You will not knowingly aid or abet any party to circumvent any laws, evade income taxes or defraud minority interests or creditors. Accordingly, no payment due to a customer, agent or distributor to a third party or to another entity nominated by the customer, agent or distributor, will be made if, after reasonable inquiry, it is possible that such purpose is intended. No payments are to be made to an unidentified bank account.
All contractual agreements of CACHET will only be entered into by officers of CACHET in accordance with the authority given to such officers by the Board. All agreements for the procurement of goods and services by CACHET will be made in accordance with CACHET’s procurement policy.

Insider Trading:

Those of us who have access to confidential information are not permitted to use or share that information for group company stock trading purposes or for any other purpose except the conduct of CACHET’s business. All non-public information about CACHET should be considered confidential information. Information may be material even if it relates to future, speculative or contingent events, and even if it is significant only when considered in combination with publicly available information. Information is considered to be “non-public” unless it has been publicly disclosed, and adequate time has passed to digest the information. It is also illegal to pass on inside information to any other person if you know or reasonably suspect that the person receiving such information will misuse such information.

Confidentiality:

You must maintain the confidentiality of confidential information entrusted to you, except when disclosure is authorized by an appropriate officer of CACHET or required by laws or regulations. Confidential information includes all non-public information that might be of use to competitors or harmful to CACHET or its customers if disclosed. It also includes information that suppliers and customers have entrusted to CACHET. The obligation to preserve confidential information continues even after employment ends.
Protection and Proper Use of CACHET Assets:

Confidential Information – Information about CACHET’s business activities, technology, plans and strategies, which has not been publicly disclosed by CACHET or is not publicly available, is confidential. You will conduct yourself in a manner that protects and safeguards CACHET’s confidential information. Each of us signs a confidentiality agreement or an employment agreement containing confidentiality undertakings and is required to strictly abide by such terms. If you believe it is necessary to disclose confidential information to a third party in order for the third party to provide a valuable service to CACHET, you will first seek the guidance of the Compliance Officer prior to disclosure of any confidential information. Confidential information of a third party that has been communicated to CACHET must be protected and is not to be used or disclosed except in accordance with the terms under which it was provided to CACHET. Any employee who has access to information of a third party that has been provided pursuant to a confidentiality agreement between the third party and CACHET must be familiar with the terms of that agreement and act in accordance with such terms.
Intellectual Property – CACHET’s intellectual property (including trade secrets, patents, trademarks and copyrights) is one of its most important business assets and each of you, pursuant to your employment agreement or confidentiality agreement, is under an obligation to CACHET to safeguard intellectual property as confidential information that is proprietary to CACHET. Any ideas, inventions, or documentation that CACHET’s employee generates is the intellectual property of CACHET. This intellectual property must be disclosed to CACHET and must be kept strictly confidential. Unless you have consent from the Compliance Officer, such information cannot be disclosed to a third party at any time including after termination of employment.
Other CACHET Assets – Each of us is personally responsible for protecting and appropriately using CACHET’s property that is entrusted to us. In addition to confidential or proprietary information and intellectual property, CACHET’s assets include physical assets such as equipment and facilities, as well as its information and communications systems, computer and telephonic equipment and supplies.
You should endeavour to protect CACHET’s assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on CACHET’s profitability. Any suspected incident of fraud or theft should be immediately reported to your manager, HOD or other appropriate personnel for investigation. CACHET’s equipment should not be used for non-CACHET business, though incidental personal use is permitted.
Your obligation to protect CACHET’s assets also includes information such as business, marketing and manufacturing ideas, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information violates CACHET policy. It could also be illegal and result in civil or criminal penalties.

Compliance with Laws, Rules and Regulations:

Obeying the law, both in letter and in spirit, is the foundation on which CACHET’s ethical standards are built. In conducting the business of CACHET, you will strictly comply with applicable governmental laws, rules and regulations at all levels of Government of India and in any non-Indian jurisdiction in which CACHET does business. Although not all of us are expected to know the details of these laws, it is important to know enough about the applicable local, provincial and federal laws to determine when to seek advice from your manager, HOD or other appropriate personnel.
These areas of regulated business activity require particular attention:
Laws and regulations governing safety and the environment – CACHET is committed to providing a safe and healthy work environment and to protecting and preserving the environment. You will comply with environmental, health and safety laws and regulations, and follow CACHET’s environmental and safety policies and procedures.
Laws and regulations respecting privacy and human rights in the workplace – CACHET is committed to providing a work environment where you are free from discrimination or harassment. To ensure that all employees are treated with dignity and respect, as well as to ensure compliance with applicable laws, you will comply fully with CACHET’s Policy of Sexual Harassment at Workplace (PoSH).
Laws relating to the pharmaceutical industry – The development, manufacture, approval and marketing of our products are subject to complex and extensive governmental regulation. You must comply fully and strictly with the requirements of Food and Drug Administration, Ministry of Health and their counterparts in other countries, if applicable. You must also comply with all applicable regulations governing the manufacturing, quality control, pre-clinical evaluation and clinical testing of investigational new drugs. CACHET is committed to the highest standards of quality assurance. All employees who prepare information, records, communications with or submissions to governmental agencies must do so diligently, accurately, completely and with complete integrity.
Antitrust and Competition Laws – CACHET is subject to complex laws known as “antitrust” laws designed to preserve competition among enterprises and to protect consumers from unfair business arrangements and practices. It is the policy of CACHET to comply with antitrust and competition laws of each country in which it does business. You are expected to comply with these laws at all times.

Timely and Truthful Public Disclosure:

If you are involved in the preparation of reports and documents filed with or submitted to Regulatory Authority, Central Govt., State Govt. or other regulators by CACHET, and in other public communications made by CACHET (including the preparation of financial or other reports and the information included in such reports and documents), you will make disclosures that are full, fair, accurate, timely and understandable. Where applicable, you will provide thorough and accurate financial and accounting data for inclusion in such disclosures. You will not knowingly conceal or falsify information, misrepresent material facts or omit material facts necessary avoid misleading CACHET’s independent public auditors or investors.