SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 7, 2005
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ENZON PHARMACEUTICALS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-12957 22-2372868
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(State or other jurisdiction (Commission file Number) (IRS Identification No.)
of incorporation)
685 Route 202/206, Bridgewater, New Jersey 08807
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (908) 541-8600
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communication pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communication pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)
|_| Pre-commencement communication pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics.
On April 7, 2005, the Board of Directors (the "Board") of Enzon Pharmaceuticals,
Inc. (the "Company") adopted a new Code of Conduct that substantially enhances
our previous Code of Conduct and applies to all of the Company's directors,
officers and employees, including its principal executive officer and principal
financial and accounting officer. The Board's adoption of the new Code of
Conduct effectively amends the Company's previous Code of Conduct. However, the
adoption of the new Code of Conduct does not result in any waiver, explicit or
implicit, of any provision of the Company's previous Code of Conduct.
A copy of the Code of Conduct is attached to this current report on Form 8-K as
Exhibit 14.1, and is incorporated by reference into this Item 5.05.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
14.1 Code of Conduct
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: April 13, 2005
By: /s/ Craig A. Tooman
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Craig A. Tooman
Executive Vice President,
Strategic Planning
and Corporate Communications
Exhibit 14.1
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ENZON
PHARMACEUTICALS
Code of Conduct and Corporate Values
------------------------------------
People
Passion
Performance
Pride
Promises
Enzon Pharmaceuticals, Inc. reserves the right to modify any policy,
procedure or condition of employment at any time without notice and without
revision of Enzon's Code of Business Conduct. The contents of Enzon's Code of
Conduct do not constitute the terms of a contract of employment. Employment at
Enzon is on an at-will basis. This Code of Conduct is not a legal document and
is for informational purposes only. The on-line version of the Code of Conduct
is accessible through the Company's internet portal and supersedes all printed
versions.
ENZON
PHARMACEUTICALS
Index
Message from the Chairman, President, and CEO 2
Section 1. Introduction 2
General Overview 2
Purpose of our Code of Conduct 3
Implementation of our Code of Conduct and Points of Contact 3
Corporate Values 5
Section II. Conflicts of Interest 6
Section III. Safeguarding and Use of Company Assets 8
Use of Company Property 8
Confidential Information 8
Accurate Records and Reporting 9
Document Retention 10
Corporate Advances 11
Section IV. Fair Dealing with Customers, Suppliers, and Competitors 12
Business Gifts and Entertainment 12
Unfair Competition 13
Antitrust Concerns 14
Unfair Practices in International Business 15
Section V. Government Relations 16
Government Procurement 16
Payments to Officials 16
Political Contributions 16
Section VI. Compliance with Laws, Rules, and Regulations 17
Insider Trading Policy 17
Equal Employment Opportunity 18
Sexual Harassment Policy 18
Health, Safety, and Environment Laws 18
Regulatory Compliance 19
Health Care Regulations 19
Section VII. Reporting Violations under the Code 22
Non-retaliation Policy 22
Waiver Procedures 22
Section VIII. Frequently Asked Questions 24
Section IX. Agreement to Comply 27
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Dear Colleagues:
One of Enzon's most valuable assets is our reputation as a company.
Reputations are earned through a long term commitment to excellence across all
aspects of an organization. This commitment calls for us to adhere to the
highest of ethical standards -- acting honestly and with integrity in all that
we do.
This Code of Conduct was designed to help us all better understand the
extent of our ethical obligation to Enzon, our corporate values, and all of the
people who rely on our business and our products. It describes how we should act
when faced with difficult situations and where we can turn with questions or
concerns when it is not clear how to handle a situation.
This Code applies to all of us - officers, directors, and both full- and
part-time employees, as well as external consultants and company affiliates who
conduct business on behalf of Enzon. I assure you I am personally committed to
upholding this Code across all of Enzon's operations, as is our Board of
Directors. I am confident that each of you will recognize and share our
commitment.
It is our aim to create an organization that is responsive to the ideas and
suggestions of its employees and other stakeholders. We encourage open
communication within and across all functions of the Company. Through open
communication, we will resolve many of the questions that you may have. The Code
of Conduct is intended to provide a framework for decision-making on behalf of
the Company, and provide an outlet for sharing an opinion, even if it is
unpopular, when it is in the Company's best interest.
It is important that you read this Code carefully. If you do not understand
something, we urge you to ask questions. Each of us must be an advocate of this
Code and be personally dedicated to upholding the principles contained within it
each and every day. Our long-term success as a company will largely be driven by
the values and conviction of the people who work here -- honest and accountable
people who are committed to executing with passion, performing beyond
expectations, taking pride in all that we do, and delivering on our promises.
Sincerely,
Jeffrey H. Buchalter
Chairman, President, and Chief Executive Officer
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Section I. Introduction
General Overview
Enzon's Corporate Code of Conduct is intended to provide us with a clear
understanding of the principles of business conduct and ethics that are expected
of us. The standards set forth in the Code apply to every Director, full- and
part-time employee, consultant and affiliate who is conducting business on
behalf of Enzon.
Many of the standards outlined in this Code will be familiar to you, as
they reflect the fundamental values of fairness and integrity that are a part of
our daily lives. Applying these standards to our business lives is an extension
of our values by which we are known as individuals and by which we want to be
known as a company.
Not only is it our responsibility to conduct ourselves in an ethical
business manner, we also have a responsibility to ensure that others do the
same. If you know or suspect an abuse of the Code, you have an obligation to
report that violation. Under no circumstance will Enzon take any negative action
against you for choosing to report a violation. You can report violations to our
Chief Compliance Officer by calling our Code of Conduct Hotline 866-258-5601.
When you call the Code of Conduct Hotline, you will be requested to provide
details of the incident or practices you wish to report. You may make your
report anonymously or confidentially, however we do prefer that individuals that
make a report do identify themselves, as follow-up calls may be necessary in
order to conduct a careful investigation. Additional details on the Company's
non-retaliation policy are included in Section VII, "Reporting Violations under
the Code - Non-retaliation Policy."
The most important thing to remember is that the ultimate responsibility
for maintaining this Code rests with each of us. As individuals of personal
integrity, we can do no less than to behave in a way that will continue to bring
credit to Enzon and ourselves.
We are obligated to acknowledge that we have reviewed Enzon's Corporate
Code of Conduct and agree to abide by its provisions. If we violate the
standards of the Code, we can expect a disciplinary response, which may include
termination as well as possible other legal actions.
While it is impossible for this Code to describe every situation that may
arise, the standards explained in this Code are guidelines that should govern
our conduct at all times. However, no set of guidelines can cover all situations
that we may encounter when conducting business. When in doubt, some simple
questions you may ask yourself are:
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o What will the consequences of my action be? Who will my actions help and
who will they hurt? What will the short- and long-term impacts be?
o How does my action measure up against basic moral principles like honesty,
fairness, and equality?
o Is my action legal?
o Would I feel comfortable openly discussing my action with others, such as
my superiors, co-workers, family or in the media?
Additionally, if any situation confronts you that causes you to be unclear
about how to act, we urge you to consult Enzon's Chief Compliance Officer.
The provisions of the Code regarding the actions that employees of Enzon
should take are guidelines that the Company intends to follow.
Purpose of our Code of Conduct
This Code will help us to be honest, fair, and accountable in all of our
business dealings and obligations, and to ensure:
o The ethical handling of conflicts of interest between personal and
professional relationships;
o Full, fair, accurate, timely, and understandable disclosures in the reports
filed with the Securities and Exchange Commission (SEC), as well as all
other communications made by the Company; and
o Compliance with applicable governmental laws, rules, and regulations.
Implementation of our Code of Conduct and Points of Contact
Enzon has attempted to design procedures that ensure maximum
confidentiality, anonymity, and, most importantly, freedom from the fear of
retaliation for complying with and reporting violations under the Code.
Enzon's Board of Directors has appointed a Chief Compliance Officer to
administer, update, and enforce the Code. Ultimately, Enzon's Board of Directors
must ensure that the appointed Chief Compliance Officer fulfills his
responsibilities.
The Chief Compliance Officer has overall responsibility for overseeing the
implementation of this Code, with specific responsibilities as follows:
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o Developing the Code based on legal requirements, regulations, and ethical
considerations that are raised in Enzon's operations;
o Ensuring that the Code is distributed and its principles are acknowledged
by all individuals it is applicable to;
o Working with Enzon's Audit Committee to provide a reporting mechanism for
reporting suspected violations of the Code, as well as suspected violations
of federal securities or anti-fraud laws, accounting issues, or any federal
law relating to fraud against shareholders;
o Implementing a training program relating to the Code;
o Auditing and assessing compliance success with the Code;
o Serving as a point of contact for reporting violations and asking questions
under the Code; and
o Revising and updating the Code as necessary to respond to more clarity in
the descriptions and changes in the law.
The Chief Compliance Officer will provide a summary of all known violations
of the Code to the Board of Directors or a committee thereof at each regular
meeting, or sooner if warranted by the severity of the matter. All proceedings
and the identity of the person reporting will be kept as confidential as
practicable under the circumstances.
Contact information for Enzon's Chief Compliance Officer is as follows:
Craig Tooman
Tel: 866-258-5601
Additionally, Enzon has also retained a third-party reporting service,
shareholder.com, to operate a hotline that each of us may contact to report any
suspected violations of the Code, federal securities or anti-fraud laws,
accounting issues, or any federal law relating to fraud against shareholders. We
may also report to this service any other concerns we may have with respect to
Enzon's business or operations. Reports can be made on a completely anonymous
and confidential basis. The Hotline is accessible 24 hours a day, 7 days a week
at the following toll-free number, e-mail and internet address:
Toll free: 866-276-2949
E-mail: enzn@openboard.info
Internet: http://www.openboard.info/enzn/
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Corporate Values
The people of Enzon are committed to the development and commercialization
of therapeutics to treat life-threatening diseases. Our commitment is driven by
our corporate values, which focus on five key elements that we believe are
essential to the success of our business -- people, passion, performance, pride,
and a steadfast commitment to delivering on our promises. These values describe
who we are, how we conduct ourselves, and are founded upon a corporate
commitment to excellence.
People
We recognize that the people who work here are the foundation of our
business. We are dedicated to cultivating an environment that attracts,
motivates, and develops individuals who are committed to playing an active role
in our success as a company. We respect the importance of the individual but
also recognize the remarkable potential and strength of a unified team.
Passion
We are passionate about advancing our common goal of bringing innovative
products to the marketplace to improve patient care. We have a "can do" attitude
and believe in making possibilities realities. We believe in ourselves, believe
in Enzon's potential, and want to be a major part of maximizing that potential.
Performance
We strive for our performance to exceed the expectations of everyone we
deal with in our jobs - both internally and externally. We take initiative to
work independently and together to seize opportunities, seek solutions, and face
challenges.
Pride
We take pride in maintaining high standards of quality in all that we do.
We are dedicated to the people who depend on our business and our products.
Promises
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We believe that promises that are made must be delivered -- as the success
of our business rests upon our trustworthiness. We are honest and accountable
for our actions.
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Section II. Conflicts of Interest
A conflict of interest is any situation that may involve, or even appear to
involve, a conflict between our personal interests and the interests of Enzon.
We have an obligation to exclude personal advantage in all of our dealings with
current or potential customers, suppliers, contractors, shareholders, and
competitors and always act in the best interests of Enzon.
Avoiding conflicts of interest does not preclude us from making personal
investments in, or being friendly with, the people that we interact with while
performing our duties, but it does require that we always act in the best
interests of Enzon. We are obligated to avoid any personal interests or
relationships that may interfere with, or even just appear to interfere with,
our ability to do so.
The following describes activities that could represent an actual or
perceived conflict of interest, and we are obligated to avoid these or similar
activities. Certain of these activities refer to immediate family members, who
include our spouses, parents, children, siblings, and in-laws; however, any
relationship that may influence your objectivity or even create the appearance
of impropriety requires that you first obtain approval from the Chief Compliance
Officer prior to proceeding.
o Neither we, nor any member of our immediate family, shall have a
significant financial interest in, or obligation to, any outside enterprise
which does or seeks to do business with Enzon or which is a competitor of
Enzon. A significant financial interest is deemed to be a passive interest
of greater than 1% in a publicly traded company or sufficiently large
enough to create an appearance of a conflict of interest.
o Neither we, nor any member of our immediate family, shall conduct a
significant amount of business on behalf of Enzon with an outside
enterprise which does or seeks to do business with Enzon, if one of our
immediate family members is a principal or officer of such enterprise, or
an employee of such enterprise who will play a significant role in the
business done or to be done between Enzon and the enterprise.
o Neither we, nor any member of our immediate family, may serve as a
director, officer, or in any other management or consulting capacity unless
specifically approved in writing by the Board of Directors.
o We may not use any Company property or information or our position at Enzon
for personal gain.
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o We may not engage in activities that are competitive with those in which
Enzon is engaged.
o We may not divert a business opportunity from Enzon for our own benefit. If
we become aware of an opportunity to acquire or profit from a business
opportunity or investment in which Enzon is or may become involved, or in
which Enzon may have an existing interest, we should disclose the relevant
facts to the Chief Compliance Officer. We may proceed to take advantage of
such opportunity only if Enzon is unwilling or unable to take advantage of
such opportunity as verified in writing by the Chief Compliance Officer.
o We may not receive any loan or advance from Enzon, or be the beneficiary of
a guarantee by Enzon of a loan or advance from a third party, except for
customary advances or corporate credit in the ordinary course of business
or approved by the Chief Compliance Officer. For additional information on
permitted corporate advances, see Section III "Safeguarding and Use of
Company Assets -- Corporate Advances."
Should we become aware of any situation that may involve a conflict of
interest, including those activities specifically listed above, we are obligated
to notify the Chief Compliance Officer (employee disclosures) or Chairman of the
Board (board member disclosures). Failure to disclose any actual or perceived
conflict of interest is a violation of the Code.
In addition, the Audit Committee of the Board of Directors will review and
approve, in advance, all related-party transactions, as required by the
Securities and Exchange Commission, the NASDAQ Stock Market, or any other
regulatory body to which Enzon is subject.
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Section III. Safeguarding and Use of Company Assets
Proper protection and use of Enzon's assets and assets entrusted to it by
others, including proprietary information, is our fundamental responsibility. We
must comply with security programs to safeguard such assets against unauthorized
use or removal, as well as against loss by criminal act or breach of trust. The
provisions hereof relating to protection of Enzon's property also apply to
property of others entrusted to Enzon (including proprietary and confidential
information).
Use of Company Property
The removal of Company property from Enzon's facilities is prohibited,
unless authorized by our supervisors in order to conduct Enzon business at an
off-site location, such as when we attend a meeting or make a presentation. This
applies to furnishings, equipment, and supplies, as well as property created or
obtained by Enzon for our exclusive use, such as, client and patient lists,
files, personnel information, reference materials and reports, computer
software, data processing programs, and databases. Neither original nor copies
of these materials may be used for purposes other than to conduct Enzon business
and may not be removed from the Company's premises without authorization by our
supervisors. Highly sensitive and confidential material should only be removed
from Enzon's facilities when it is deemed to be absolutely necessary in order to
efficiently conduct business on behalf of the Company and has been approved by
our supervisors.
Enzon's products and services are its property; contributions made by any
of us to their development and implementation are the property of Enzon and
remain the property of Enzon even subsequent to the termination of any of our
employment or directorship.
We have an obligation to use the time for which we receive compensation
from Enzon productively, and work hours should be largely devoted only to those
activities that are directly related to Enzon's business, except to the extent
that the Chief Executive Officer and/or Board of Directors has approved such
activity and this other business activity does not conflict or interfere with
the full performance of your duties as an employee of the Company.
Confidential Information
We are often provided with confidential information relating to Enzon and
its business with the understanding that such information is to be held in
confidence and not communicated to anyone, including co-workers, who are not
authorized to see it, except as may be required by law. The types of information
that we must safeguard include, but are not limited to, results of clinical
trials, unannounced products and/or contracts, marketing plans, sales data,
pricing information and strategies, significant projects, customer and supplier
lists, patents, information regarding potential business development
opportunities, patent applications, trade secrets, manufacturing techniques, and
sensitive financial information, whether in electronic or conventional format.
These are all costly, valuable resources developed for the exclusive benefit of
Enzon. We shall not disclose Enzon's confidential information to an unauthorized
third party or use Enzon's confidential information for our own personal
benefit. The loss of confidential information through inadvertent or improper
disclosure could be harmful to the Company. Never provide confidential
information to outsiders without having a written form approved by the Legal
Department. Do not discuss confidential information in public places where
others may overhear. Be careful when using the fax machine, e-mail and other
forms of electronic communication to make sure the information is not
inadvertently sent to the wrong party.
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Employees and agents of the Company are required to sign agreements of
their obligation not to disclose the Company's confidential or proprietary
information while employed and after they leave the Company. The loyalty,
integrity, and sound judgment of employees both on and off the job are essential
for protection of our information.
Accurate Records and Reporting
Under law, Enzon is required to keep books, records, and accounts that
accurately and fairly reflect all transactions, dispositions of assets, and
other events that are the subject of specific regulatory record keeping
requirements, including generally accepted accounting principles and other
applicable rules, regulations, and criteria for preparing financial statements
and for preparing periodic reports filed with the Securities and Exchange
Commission. All of Enzon's reports, accounting records, sales reports, expense
accounts, invoices, purchase orders, and other documents must accurately and
clearly represent the relevant facts and the true nature of transactions.
Reports and other documents should state all material facts of a transaction and
not omit any information that would be relevant in interpreting such report or
document. Under no circumstance may there be any unrecorded liability or fund of
Enzon, regardless of the purposes for which the liability or fund may have been
intended, or any improper or inaccurate entry knowingly made on the books or
records of Enzon. No payment on behalf of Enzon may be approved or made with the
intention, understanding or awareness that any part of the payment is to be used
for any purpose other than that described by the documentation supporting the
payment. In addition, intentional accounting misclassifications (e.g., expense
versus capital expenditures) and improper acceleration or deferrals of expenses
or revenues are unacceptable reporting practices that are expressly prohibited.
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Enzon has developed and maintains a system of internal controls to provide
reasonable assurance that transactions are executed in accordance with
management's authorization, are properly recorded and posted, and are in
compliance with regulatory requirements. The system of internal controls within
Enzon includes written policies and procedures, budgetary controls, supervisory
review and monitoring and various other checks and balances, and safeguards,
such as password protection for access to certain computer systems or files.
Enzon has also developed and maintains a set of disclosure controls and
procedures to ensure that all of the information required to be disclosed by
Enzon in the reports that it files or submits under the Securities Exchange Act
is recorded, processed, summarized, and reported within the time periods
specified by the Securities and Exchange Commission's rules and forms.
We are expected to be familiar with, and to adhere strictly to these
internal controls and disclosure controls and procedures.
Responsibilities for compliance with these internal controls and disclosure
controls and procedures rests with all of us involved in approving transactions,
supplying documentation for transactions, and recording, processing,
summarizing, and reporting of transactions and other information required by
periodic reports filed with the SEC. Because the integrity of Enzon's external
reports to shareholders and the SEC depend on the integrity of Enzon's internal
reports and record-keeping, all of us must adhere to the highest standards of
care with respect to our internal records and reporting. Enzon is committed to
full, fair, accurate, timely, and understandable disclosure in the periodic
reports required by the SEC and we are expected to work diligently toward that
goal.
If we believe that Enzon's books and records are not in accord with these
requirements we should immediately report the matter to the Chief Compliance
Officer. Enzon has adopted explicit non-retaliation policies with respect to
these matters that are described in Section VII "Reporting Violations Under the
Code - Non-retaliation Policy."
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Document Retention
Numerous federal and state statutes require the proper retention of many
categories of records and documents that are commonly maintained by companies.
In consideration of those legal requirements and Enzon's business needs, we must
maintain records in accordance with Enzon's Document Retention Policy, which has
been distributed and is also available from the Legal department or via our
e-portal.
In addition, we may not discard, conceal, falsify, alter, or otherwise make
unavailable any record, in paper or electronic format, relevant to a threatened,
anticipated or actual internal or external inquiry, investigation, matter or
lawsuit once we have become aware of its existence. We must handle any such
records in accordance with the procedures outlined in Enzon's Document Retention
Policy.
When we have doubt regarding retention of any record, we must not discard
or alter the record in question and should seek guidance from the Chief
Compliance Officer or a member of the Senior Leadership Team. We should direct
all questions regarding Enzon's Document Retention Policy and related procedures
to the Legal Department.
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Corporate Advances
Under law, we may not receive a loan from Enzon except in limited
circumstances. Additionally, we are not permitted to advance Enzon funds to any
other individual covered by this Code except for usual and customary business
advances for legitimate corporate purposes that are approved by an appropriate
supervisor or pursuant to a corporate credit card for usual and customary,
legitimate business purposes. Any corporate advance made in an amount that
exceeds $5,000 is to be approved in advance by the Compliance Officer for
employees and by the Board of Directors for directors.
We should use our corporate credit card only for authorized, legitimate
business purposes, and we are responsible for any unauthorized charges to any
corporate credit card.
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Section IV. Fair Dealing with Customers, Suppliers, and Competitors
Enzon does not seek to gain any advantage through the improper use of
favors or other inducements. We must exercise good judgment and moderation to
avoid misinterpretation or adversely affecting Enzon's reputation. Offering,
giving, soliciting or receiving any form of bribe to or from an employee of a
customer or supplier to influence that employee's conduct is strictly
prohibited.
In addition to our dealings with customers, suppliers, competitors, we must
also adhere to strict guidelines when dealing with government agencies. Section
V, Government Relations, includes a detailed discussion on our dealings with
both foreign and domestic government agencies.
Business Gifts and Entertainment
From time to time, Enzon may provide business courtesies, or allow
employees to accept business courtesies, to aid in building legitimate business
relationships. Business courtesies include any gift, meal, service,
entertainment, reimbursement, loan, favor, or anything else of value.
When we make decisions on behalf of Enzon, those decisions must be free
from undue influence; therefore we should not provide or receive any business
amenities when doing so may create the appearance of undue influence. This
restriction is applicable to courtesies given to or received from
representatives of current or potential customers, channel partners, suppliers,
other business partners and competitors, as well as their families, your
immediate family, and others with whom you or they have close personal
relationships.
We, as well as members of our immediate families may not accept gifts,
favors, entertainment or other inducements from any individual or organization
that does or seeks to do business with or is a competitor of Enzon, except those
that are common courtesies and are associated with customary business practices.
A good rule of thumb for identifying promotional items are those items a company
would use as a means of advertising or introducing themselves to a new
relationship and would typically include a corporate logo, examples are
promotional pens, baseball hats or portfolios. If the gift is of more than token
value, we must gain approval from the Chief Compliance Officer prior to
accepting the gift.
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When dealing with suppliers, if we feel any gift may unduly influence or
make us feel obligated to "pay back" the other party with Enzon business or
otherwise, then it would be unacceptable for us to accept the gift.
Business meals and entertainment should be consistent with accepted
business practices, not extravagant in nature, and for the express purpose of
fostering or maintaining a business relationship. Whether we are providing or
receiving a business meal or entertainment, a representative from both Enzon and
the other company must be present.
We may not accept travel from any source outside Enzon or provide travel to
representatives of our current or potential customers, partners, suppliers,
other business partners or competitors without written approval from the Chief
Compliance Officer.
Certain local customs or other exceptional circumstances may call for an
exchange of gifts having more than nominal value as part of a business
relationship. We may provide or accept such gifts only with written approval
from the Chief Compliance Officer, unless such gifts are prohibited by
anti-corruption regulations. If such a gift is received, we are to turn the gift
over to Enzon's Human Resources Department for appropriate disposition, such as
corporate or department use or a charitable donation.
It is never acceptable for us to provide or accept a gift that is in the
form of cash or cash equivalent.
If we are uncertain as to whether we should provide or accept a gift, we
should discuss the situation with the Chief Compliance Officer.
Additionally, special restrictions and considerations apply when we are
dealing with government agencies. For a discussion specific to dealing with
government agencies please see Section V "Government Relations."
Unfair Competition
While the free enterprise system is based upon competition, there are
defined rules that state what can and cannot be done in a competitive
environment. The practices discussed below can lead to liability for "unfair
competition." These practices are a violation of the Code and should be avoided.
Disparagement of Competitors
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While it is not illegal to point out weaknesses in a competitor's service,
product or operation, we must exercise caution so we do not misrepresent their
businesses. We should not spread false rumors or discuss unverified stories
about Enzon's competitors.
Disrupting a Competitor's Business
We are not permitted to participate in actions that would disrupt the
business of any of Enzon's competitors. Activities such as visiting a
competitor's place of business and posing as a prospective customer or bribing
or enticing a competitor's employees to obtain information or secrets are
strictly prohibited.
Misrepresentations of Price and Product
Lies or misrepresentations about the nature, quality or character of
Enzon's services and products are both illegal and in violation of the Code. We
may only describe our services and products based on documented specifications
and never through unverified information or our individual beliefs.
Antitrust Concerns
Federal and state antitrust laws are intended to preserve the free
enterprise system by ensuring that competition is the primary regulator of the
economy. Corporate decisions that involve customers, competitors, and business
planning with respect to output, sales, and pricing are likely to raise
antitrust issues. Our compliance with antitrust laws is in the best interests of
the public, the business community, and Enzon.
The failure to recognize antitrust risk is costly. Antitrust litigation can
be very expensive and time-consuming. Additionally, violations of antitrust laws
can subject both individuals and companies to injunctions, damages, and fines.
Criminal penalties may also be imposed, and individual employees or board
members can receive heavy fines or even be imprisoned. For this reason, each of
us is urged to take antitrust compliance very seriously regardless of our level.
Dealing with Competitors
A primary focus of antitrust laws is on dealings between competitors. The
law does not permit competitors to agree among themselves to fix or control
prices or the supply of products, technologies, or services. To avoid even the
appearance of collusion with our competitors we should not engage in
communications with a competitor about price, pricing policies, bids, costs,
discounts, promotions, sale terms, credit terms, freight charges, or royalties.
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In all of our interactions with actual or potential competitors we must
never agree or even engage in conversations that may give the impression that we
are agreeing to:
o Dividing or allocating sales territories or customers;
o Controlling the supply of a product; or
o Not buying from or selling to particular individuals or firms.
These examples are not all-inclusive. If a competitor approaches us about
an agreement that appears questionable or asks us to share information about
Enzon's business practices, we should immediately inform the Chief Compliance
Officer.
Antitrust laws also focus on how a company deals with its customers,
suppliers, contractors, and other third parties. The following practices could
raise issues and we should always consult with the Chief Compliance Officer
before doing any of the following:
o Refuse to sell to any customer(s) or prospective customer(s);
o Enter into a new distribution or supply agreement that differs in any
respect from those previously approved;
o Condition a sale on the customer's purchasing of another product or
service, or on not purchasing the product of a competitor;
o Agree with a customer on a minimum or maximum resale price for Enzon's
products;
o Impose restrictions on the geographic area to which Enzon's customers may
resell the Company's products;
o Require a supplier to purchase products from Enzon as a condition of Enzon
purchasing products from that supplier;
o Enter into an exclusive dealing arrangement with a supplier or customer;
o Offer different prices, terms, services or allowances to Enzon customers
who compete or whose customers compete.
If Enzon has a dominant position or potentially dominant position with
respect to a particular product or market, we must follow especially rigorous
standards of conduct. In these circumstances we should consult with the Chief
Compliance Officer before selling at unreasonably low prices or engaging in any
bundling practices. We should also keep the Chief Compliance Officer fully
informed of any competitive strategies in any areas where Enzon has a dominant
or potentially dominant market position.
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Lastly, we should immediately inform the Chief Compliance Officer if local,
state, or federal law enforcement officials request information that concerns
Enzon's operations.
Unfair Practices in International Business
The Foreign Corrupt Practices Act (FCPA) prohibits us from making certain
gifts to foreign officials. Foreign officials include not only those individuals
that act in an official capacity on behalf of a foreign government, but also
representatives of international organizations, foreign political parties, and
candidates for foreign public office. The FCPA considers a gift "corrupt" if it
is made for the purpose of:
o Influencing any act or decision of a foreign official in his official
capacity;
o Inducing a foreign official to do or omit to do any act in violation of his
lawful duty;
o Inducing a foreign official to use his position to affect any decision of
the government; or
o Inducing a foreign official to secure any "improper advantage."
A gift is still "corrupt" even when paid through an intermediary, including
a consultant or agent. We should direct any of our questions as to whether a
particular gift might be "corrupt" under the FCPA to the Chief Compliance
Officer.
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Section V. Government Relations
We must adhere to the highest standards of ethical conduct in all
relationships with government employees and must not improperly attempt to
influence the actions of any public official.
Government Procurement
The U.S. government and many state and local governments have adopted
comprehensive laws and regulations governing their purchases of products from
private contractors. These laws and regulations are intended to assure that
governmental entities receive pricing, terms, and conditions equivalent to those
granted to Enzon's most favored commercial customers and that there is full and
open competition in contracting.
When selling our products, technologies or services to government
procurement agencies, Enzon is accountable for complying with all applicable
procurement laws, regulations, and requirements. Certifications to, and
contracts with, government agencies are to be signed by an employee authorized
by the Chief Compliance Officer to sign such documents, based upon knowledge
that all requirements have been fully satisfied.
Payments to Officials
Payments or gifts shall not be made directly or indirectly to any
government official or associate if the gift or payment is illegal under the
laws of the country having jurisdiction over the transaction, or if it is for
the purpose of influencing or inducing the recipient to do, or omit to do, any
act in violation of his or her lawful duty. Under no circumstances should gifts
be given to employees of the United States Government.
Political Contributions
The Company may make lawful expenditures to support or oppose public
referendum or separate ballot issues, or, where lawful and reviewed and approved
in advance by the Chief Compliance Officer, the formation and operation of a
political action committee. Enzon funds, property or services may not be
contributed to any political party or committee, or to any candidate for or
holder of any office of any government.
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Section VI. Compliance with Laws, Rules, and Regulations
Insider Trading Policy
Enzon expressly forbids trading on material non-public information or
communicating material non-public information to others in violation of the law.
Additionally, all insiders are prohibited from discussing material, non-public
company matters or developments with anyone outside of Enzon (including family
members, relatives or friends). The concept of who is an "insider" is broad. It
includes officers, directors, and employees of a Company. In addition, a person
can be a "temporary insider" if he or she enters a special confidential
relationship in the conduct of a Company's affairs and as a result is given
access to information solely for Enzon's purpose. A temporary insider can
include, among others, our investment advisors, agents, attorneys, accountants,
and bankers, as well as the employees of those organizations. You can also
become a temporary insider of another company with which Enzon has a contractual
relationship, such as our partners.
Trading on insider information involves potential liability if the
information is material. Under the federal securities laws, information is
material if its disclosure is likely to have an impact on the price of a
security, or if reasonable investors would want to know the information before
making an investment decision. In other words, information is material if it
would alter significantly the total mix of information available regarding the
security. Both positive and negative information can be material, as well as
information that forecasts whether an event may or may not occur.
Examples of material information about Enzon include, but are not limited to:
o Announcements of earnings or losses;
o A change in Enzon's earnings forecast or the fact that actual results vary
from the forecast;
o The launch of a new product or business;
o Status and specifics on clinical trials;
o A pending or prospective merger, acquisition, licensing agreement, or
tender offer;
o Internal financial or business projections, estimates, or assumptions that
may pertain to sales, expenses, earnings or losses, and product regulatory
approvals, or rejections;
o The sale of significant assets or a significant subsidiary;
o The gain or loss of a substantial customer or supplier; and
o Changes in senior management.
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While it is impossible to provide an all-inclusive definition or list of
what constitutes material information, a good rule to follow is whether the
information would make you more or less likely to buy or sell your investment.
If you are questioning whether particular information is material or not
material, you should assume the information is material and resolve your
question through an inquiry to the Chief Compliance Officer.
Information is non-public until it has been effectively communicated to the
marketplace. Tangible evidence of such dissemination is the best indication that
the information is public. For example, information found in a report filed with
the Securities and Exchange Commission or appearing in a national newspaper
would be considered public.
All insiders of Enzon should be familiar with and abide by our Insider
Trading and Tipping Policy. A copy of the policy is available from the Human
Resources Department or the Company's internet portal.
Equal Employment Opportunity
We make employment-related decisions without regard to a person's race,
color, religious creed, age, sex, sexual orientation, marital status, national
origin, citizenship, ancestry, present or past history of mental disorder,
mental retardation, learning disability or physical disability, including, but
not limited to, blindness and genetic predisposition, or any other factor
unrelated to a person's ability to perform his or her job. "Employment
decisions" generally mean decisions relating to hiring, recruiting, training,
promoting, and compensating, but the term may encompass other employment actions
as well.
We encourage you to bring any problem, complaint or concern regarding any
alleged employment discrimination to the attention of the Human Resources
Department at (908)541-8880.
Sexual Harassment Policy
We are committed to maintaining a mutually respectful work environment in
which all individuals are treated with respect and dignity and which is free of
sexual harassment. In keeping with this commitment, Enzon will not tolerate
sexual harassment in our workplace by anyone, including any supervisor,
co-worker, vendor, client, customer, or partner, whether in the workplace, at
assignments outside the workplace, at our sponsored social functions or
elsewhere.
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You should be familiar with and abide by the Company's "Non-Harassment
Policy." A copy of this policy is included within our employee manual and is
available from the Human Resources Department or the Company's internet portal.
Health, Safety, and Environmental Laws
Health, safety, and environmental responsibilities are fundamental to
Enzon's corporate values. You are responsible for ensuring that Enzon complies
with all provisions of the health, safety, and environmental laws of the United
States and in other countries where we do business.
The penalties that can be imposed against Enzon and/or you for failure to
comply with health, safety, and environmental laws can be substantial, and
include imprisonment and fines.
Regulatory Compliance
We are committed to maintaining an excellent record and reputation for
quality and for compliance with regulatory requirements. Through continuous
attention to regulatory compliance and a consistent record of good performance,
we build credibility and gain the confidence of regulatory agencies, our
customers, and the public.
As an employee of Enzon, you must operate in full compliance with all
regulations governing research, development, manufacturing, and sale of our
products. This includes current Good Laboratory Practices (GLP), Good
Manufacturing Practices (GMP), and Good Clinical Practice (GCP), and all
Standard Operating Procedures (SOPs) established by the Company. The quality and
integrity of our science, data, reports, and records is vital to our success.
Health Care Regulations
Sales and Marketing Practices
Building trust among our customers and peers is critical to our success. To
earn that trust, we are committed to provide accurate information to physicians
and patients that is supported by scientific evidence, and, in every context,
presented honestly and fairly. In your marketing effort or as part of medical
information activities, you are prohibited from:
o Using false or misleading information or making any other form of
misrepresentation
o Overstating the efficacy of Enzon's products
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o Downplaying or misrepresenting the risks associated with our products or
safety information
o Using materials or messages that have not been approved under relevant
Company procedures
You are also responsible for abiding by the laws and regulations that apply
to advertising and promoting our products, including rules of regulatory
authorities such as the United States Food and Drugs Administration or FDA. We
must never promote our products for uses other than those that are addressed or
otherwise approved by the FDA in the product's label.
Product Experience Disclosure
You are obligated to inform the Company of any adverse reactions to our
products when you become aware of them. For more information about your
obligation in this area you should consult with our Regulatory department.
Interaction with Healthcare Professionals and Related Regulations
As a healthcare provider, we are regulated under federal and state laws.
Enzon is committed to full compliance with federal and state laws, including
laws prohibiting fraud and abuse, such as the Stark Law, false claim laws, the
Federal Anti-Kickback Statute and anti-kickback laws in states in which Enzon
operates.
The Federal Anti-Kickback statute prohibits the knowing and willful payment
of remuneration to a physician, hospital or other source by a provider of
healthcare products or services with the intent to induce the physician,
hospital or other source to refer patients to the provider and/or influence
others in making such referrals. There are certain "safe harbor" exceptions to
this statute; however their application is very complicated. A violation of the
Federal Anti-Kickback Statute can result in severe penalties, including criminal
conviction, fines, and exclusion from Medicare and Medicaid programs.
A federal statute similar to the Federal Anti-Kickback Statute is the Stark
Law. The Stark Law prohibits physicians who have certain financial relationships
with healthcare entities from ordering designated health services for their
patients from such entities. Certain safe harbor provisions exist, but are
complicated in their application. A violation of the Stark Law can result in
denial of payment and civil monetary penalties.
States in which Enzon operates may also have anti-kickback laws.
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Federal and state laws also contain numerous provisions prohibiting the
submission of claims that are false or fraudulent. Claims that (i) provide
misleading or incomplete information to customers regarding healthcare products
or services, (ii) fail to include proper documentation or show a failure to
obtain proper diagnosis information, and (iii) bill for services not rendered,
coded improperly or otherwise not rendered in the manner required, have resulted
in penalties to providers under false claims statues. A violation of a false
claims statute can result in severe consequences including criminal conviction.
In response to anti-kickback laws, the Pharmaceutical Research and
Manufacturers of America (PhRMA), which represent the country's leading
research-based pharmaceutical and biotechnology companies, adopted the PhRMA
Code. The PhRMA Code is a voluntary code of conduct for interactions with
healthcare professionals. Enzon has adopted the PhRMA Code as Company policy in
the United States. The PhRMA Code limits gifts, entertainment, and certain other
activities between Company employees and healthcare professionals. The PhRMA
Code also addresses topics such as continuing educations, consulting, and
speaker arrangements. If you are in involved in marketing and selling activities
at Enzon in the U.S., you must read, understand, and apply the PhRMA Code. The
PhRMA Code is accessible through the Company's internet portal.
As the application of federal and state anti-kickback and false claims laws
is very complicated and nuanced, it is imperative that if you have questions
about the application of these laws or the PhRMA Code you contact the Legal
Department for guidance in advance of taking any action.
Patient Privacy
During the course of our business activities we may have the opportunity to
access a person's medical records or medical or other personal information. This
information is entrusted to us with the understanding that it will be kept
confidential. You must guard the confidentiality of all personal information,
including medical information, to which you have access. Disclosure and use of
such information must be consistent with the Company's confidentiality policies.
For more information please contact the Legal department.
Competitive Information
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You must never use or ask any illegal or unethical methods to gather
competitive information on products that compete with Enzon's products. Examples
include: misrepresentation, deception, theft, spying or bribery. You are free to
gather information about companies from public sources, such as their website,
published articles, and other lawful means.
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Section VII. Reporting Violations under the Code
If you have any information or knowledge regarding the existence of any
violation or suspected violation of the Code, you have a duty to report the
violation or suspected violation to the Chief Compliance Officer. The failure to
report suspected or actual violations is a violation of the Code and may subject
you to disciplinary action, up to and including termination of employment or
legal action. We are committed to keep reports confidential to the fullest
extent practicable under the circumstances.
Non-Retaliation Policy
If you report a violation or suspected violation under the Code by Enzon or
agents acting on behalf of Enzon you may not be fired, demoted, reprimanded or
otherwise harmed.
Additionally, if you report a violation or suspected violation of the Code,
which you reasonable believe constitutes a violation of local, state or federal
statute to a local, state or federal statute by Enzon or agents acting on behalf
of Enzon, to a local, state or federal regulatory or law enforcement agency, you
may not be reprimanded, discharged, demoted, suspended, threatened, harassed or
in any manner discriminated against in terms and conditions of your employment
because of reporting the violation or suspected violation.
Waiver Procedures
We encourage you to consult with the Chief Compliance Officer about any
uncertainty or questions you may have about the Code. There may be circumstances
that in the Company's judgment require different measures or actions. In such
cases, the Company may act accordingly while still attempting to fulfill the
principles underlying the Code.
If any situation arises where a course of action would likely result in a
violation of the Code, but for which you think a valid reason for the course of
action exists, you should contact the Chief Compliance Officer to obtain a
waiver prior to the taking the action. No waivers will be granted after the fact
for actions already taken. Except as noted below, the Chief Compliance Officer
will review all the facts surrounding the proposed course of action and will
determine whether a waiver from any policy in this Code should be granted. If
the Compliance Officer denies the request for a waiver, the waiver will not be
granted and you may not pursue the intended course of action.
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Waiver Procedures for Executive Officers and Directors
Waiver requests by an executive officer or member of the Board of Directors
shall be referred by the Chief Compliance Officer, with a recommendation, to the
Board of Directors or a committee thereof for consideration. If either (i) a
majority of the independent directors on the Board of Directors, or (ii) a
committee comprised solely of independent directors agrees that the waiver
should be granted, it will be granted. Enzon will disclose the nature and
reasons for the waiver on a Form 8-K to be filed promptly with the U.S.
Securities and Exchange Commission (SEC) or otherwise as required by the SEC or
the NASDAQ National Market. If the Board denies the request for a waiver, the
waiver will not be granted and the intended course of action may not be pursued.
It is our policy to only grant waivers from the Code in limited and
compelling circumstances.
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Section VIII. Frequently Asked Questions and Answers
The following questions and answers address your obligation to comply with
the Code. We have attempted to design procedures that ensure maximum
confidentiality and, most importantly, freedom from the fear of retaliation for
complying with and reporting violations under the Code.
Do I have a duty to report violations under the Code?
Yes, participation in the Code and its compliance program is mandatory. You
must immediately report any suspected or actual violation of the Code to the
Chief Compliance Officer. We will make every effort to keep reports confidential
to the fullest extent practicable under the circumstances. Failure to report
suspected or actual violations is itself a violation of the Code and may subject
you to disciplinary action, up to and including termination of employment or
legal action.
I'm afraid of being fired for raising questions or reporting violations
under the Code. Will I be risking my job if I do?
The Code contains a clear non-retaliation policy which is located in
Section VII "Reporting Violations Under the Code - Non-Retaliation Policy,"
meaning that if you in good faith report a violation of the Code by the Company,
or its agents acting on behalf of the Company, to the Chief Compliance Officer,
the Company will undertake to protect you from being fired, demoted, reprimanded
or otherwise harmed for reporting the violation, even if the violation involves
you, your supervisor, or senior management of the Company.
We will make every effort to keep confidential any report you make to the
Chief Compliance Officer to the extent practicable under the circumstances. In
addition, if you report a suspected violation under the Code which you
reasonably believe constitutes a violation of a federal statute by the Enzon, or
agents acting on behalf of Enzon, to a federal regulatory or law enforcement
agency, you may not be reprimanded, discharged, demoted, suspended, threatened,
harassed or in any manner discriminated against in the terms and conditions of
your employment for reporting the suspected violation, regardless of whether the
suspected violation involves you, your supervisor or senior management of the
Company.
How are suspected violations investigated under the Code?
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When a suspected violation is reported, the Chief Compliance Officer or a
designee of the Chief Compliance Officer, as appropriate, will gather
information about the allegation by interviewing the individual reporting the
suspected violation, the individual who is accused of the violation and/or any
co-workers or associates of the reporting and accused individuals to determine
if a factual basis for the allegation exists. The reporting individual's
immediate supervisor will not be involved in the investigation if the reported
violation involved that supervisor. If the report is not substantiated, the
reporting individual will be informed and at that time will be asked for any
additional information not previously communicated. If there is no additional
information, the Chief Compliance Officer will close the matter as
unsubstantiated.
If the allegation is substantiated, the Chief Compliance Officer will make
a judgment as to the degree of severity of the violation and the appropriate
disciplinary response. In more severe cases, the Chief Compliance Officer will
make a recommendation to the Board of Directors of the Company for its approval.
The Board's decision as to disciplinary and corrective action will be final. In
the case of less severe violations, the Chief Compliance Officer may refer the
violation to the Human Resources Department for appropriate disciplinary action.
The Compliance Committee shall provide a summary of all matters considered under
the Code to the Board of Directors or a committee thereof, at each regular
meeting of the Board of Directors or sooner if warranted by the severity of the
matter.
The Company will make every effort to keep all proceedings and the identity
of the reporting person will be kept as confidential as practicable under the
circumstances.
Do I have to participate in any investigation under the Code?
Your full cooperation with any pending investigation under the Code is a
condition of your continued relationship with the Company. The refusal to
cooperate fully with any investigation is a violation of the Code and grounds
for discipline, up to and including termination.
What are the consequences of violating the Code?
As explained above, associates who violate the Code may be subject to
discipline, up to and including termination of employment. Those who violate the
Code may simultaneously violate federal, state, local or foreign laws,
regulations or policies. Such individuals may be subject to prosecution,
imprisonment and fines, and may be required to make reimbursement to the
Company, the government or any other person for losses resulting from the
violation. They may be subject to other damages depending on the severity of the
violation and applicable law.
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What if I have questions under the Code or want to obtain a waiver under
any provision of the Code?
The Chief Compliance Officer can help answer questions you may have under
the Code. Particularly difficult questions will be answered with input from
other members of Enzon's Senior Leadership Team. In addition, Section VII of the
Code, "Reporting Violations under the Code - Waiver Procedures," provides
information on how you may obtain a waiver from the Code; waivers will be
granted only in very limited circumstances. You should never pursue a course of
action that is unclear under the Code without first consulting the Chief
Compliance Officer, and if necessary, obtaining a waiver from the Code.
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Section IX. Agreement to Comply
I have received and read a copy of Enzon's Code of Conduct. I understand
that my participation in complying with and upholding the Code is mandatory. I
understand that my violation of the Code or my failure to report suspected or
actual violations of the Code may be subject to disciplinary action, up to and
including termination of employment or legal action.
____________________ ______________________
Employee Signature Date
____________________
Employee Name (Print)
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