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Code of Conduct

Adaptive Biotechnologies Corp. (“Adaptive” or “Company”) is devoted to enhancing patient lives and care by translating the genetic language of the adaptive immune system into clinical products to diagnose and help treat disease. We aim to do this with passion and integrity. As a biotechnology company, Adaptive has an obligation to our patients and customers, and strives to assist them by meeting the highest ethical standards. In addition to these ethical standards, we operate in an environment consisting of complex laws and regulations, within which we must comply.

Doing business with integrity is a critical value for Adaptive. The Adaptive Code of Conduct (“Code”) is applicable to all Adaptive employees, officers, and directors. As such, you must act with honesty, candor, and trustworthiness in all Company dealings. This means you are expected to comply with all laws, rules and regulations that govern our business, maintain professional ethics, contribute to an ethical and professional work environment, and proactively support Company policies including those relating to compliance, ethics, and the Code of Conduct. You are responsible for asking questions if something is unclear and speaking up immediately if you suspect unethical or illegal behavior. Our policies forbid any form of retaliation against you for fulfilling this obligation in good faith.

Although the Code is a general reference, and can’t cover every situation, it does provide you with clear guidelines. Merely because a specific law or statute is not mentioned, does not mean that compliance with that law or regulation is not important; in fact, compliance with all laws and regulations is required and any laws referenced in this Code are merely examples. In addition, the information included on the relevant laws is not meant to be interpreted as legal advice. All positions and conclusions regarding the law must be confirmed in advance and communicated by Adaptive’s Legal Department. 

Table of Contents

Employee Expectations

Employee Rights

Adaptive policy does not prohibit employee discussions regarding wages, hours, and working conditions, nor does it restrict or interfere with any employee’s federal or state labor law rights, including any and all rights under the National Labor Relations Act, any whistleblower protections under federal, state, or local law, or any other laws or regulations in any jurisdiction where Adaptive employees perform services.

Public Speaking & Published Works

Public speeches and works, such as books and magazine articles, offer excellent opportunities for you to present topics and ideas of interest to business and professional audiences. Any speech or published work on a professional topic by an Adaptive employee must be pre-approved before any Company time or resources are committed and before they are released. These must be pre-approved by your Executive Leader and Compliance Department.

Business Hospitality, Travel & Meals

Adaptive pays travel and related business hospitality expenses, as permitted by Adaptive’s Travel and Expense Policy. Others should only pay for these costs in the event of a pre-approved presentation where the sponsor is paying for travel, or other situations described in Adaptive’s Travel and Expense Policy. For additional information regarding guidelines around travel and business hospitality expenses, please refer to Adaptive’s Travel and Expense Policy.

Conflicts of Interest

Adaptive seeks to avoid actual and perceived conflicts of interest. This means that employees and contractors of Adaptive should not pursue any private interests that interfere or appear to interfere with the interests of Adaptive as a whole, or that restrict your ability to do your job. If you are concerned about a potential conflict or have any questions, please refer to Adaptive’s Conflict of Interest Policy or reach out to our Compliance Department.

Bribes and Kickbacks

Adaptive employees should never offer, pay, or receive bribes or kickbacks from anyone. Doing so will subject you to civil or criminal penalties. Never offer or accept personal loans or guarantees (e.g., preferences or discounts not offered widely) to or from clients, business providers or our competitors. You should immediately notify the Compliance Officer about any payment or gift that is offered to or requested from you in conjunction with doing business, or that you believe may be a bribe, kickback, or otherwise improper.

Ethical Business with Government Customers

Adaptive will conduct any government contracting obligations in a manner compliant with all laws, regulations and ethics rules governing this business arena and the terms of any applicable government contract. We hold ourselves to high standards of business conduct and integrity, and we hold any subcontractors involved in government contracts to the same standards.

Trade Associations

Trade association meetings and other such gatherings serve legitimate and worthwhile purposes. However, when such meetings bring together competitors, care must be taken to discuss only permissible subjects. Comments made in jest about impermissible topics must be avoided as such comments can be misinterpreted and misreported. If a conversation in a trade association meeting context should turn to any kind of potentially anti-competitive discussion, you should politely refuse to discuss the matter and leave the conversation immediately, making your departure known and informing the Legal Department of the incident.

Political Activities

Adaptive encourages individuals to have a role and participate in the political process. However, you may not give the impression that you speak or act on behalf of the Company when participating in these activities. Any lobbying done on behalf of Adaptive must be authorized by the Company.You may not use Adaptive resources, including work time, Adaptive email or phone systems, or Adaptive personnel for participating in political activities. Any corporate involvement in these activities, including both time and monetary donations, must be approved in advance by the Company. Failing to get proper advance approval or failing to report any legitimate contributions is a violation of Adaptive policy.

Disciplinary Action

Whether you are an employee, manager, officer, or contractor, you may be subject to discipline, up to and including termination, if you:

  • Do not follow this Code or other Adaptive policies.
  • Break any laws or regulations that apply to Adaptive.
  • Tell an employee to violate this Code, an Adaptive policy, a law, or a regulation.
  • Fail to provide required information or provide false information in connection with an investigation about a violation of this Code, a law, or a regulation.
  • Retaliate against a person who reports a suspected violation in good faith (regardless of whether the report is made within Adaptive or to an outside law enforcement or government agency) or who cooperates or helps in good faith with an investigation.
  • Neglect to address or report a violation of the Code, or a law or regulation, committed by someone you manage or of which you have been made aware.

Leaving Adaptive

When your role at Adaptive or affiliation ends, you must return all Company property prior to your departure. Additionally, departing employees must immediately return any Adaptive confidential or proprietary information (including all copies regardless of media). This information may not be used or disclosed to an unauthorized entity, such as a different employer or company.

Adaptive may ask to inspect any materials you have when you leave to prevent unauthorized removal of information. If you have signed an agreement with Adaptive requiring continued cooperation, confidentiality, or non-solicitation of employees, you will need to honor those obligations after leaving Adaptive.

Workplace

Respect in the Workplace

Adaptive seeks to create an inclusive and safe workplace for our employees, officers, directors, contractors, contingent workers, and business partners. Our policies and programs are designed to promote fairness for all individuals and foster diversity and inclusion throughout the organization. We endeavor to treat one another with courtesy and collaborate to achieve results. We do not tolerate discrimination, harassment, or retaliation.

Fair Employment Practices

We base employment decisions, including selection, promotion, and compensation decisions, on an individual’s qualifications, skills, and performance. We do not base these decisions on personal characteristics or status, including any legally protected status in the individual’s jurisdiction (“Personal Characteristic”). Discrimination based on Personal Characteristics is against Company policy.

Harassment-Free Workplace

We require our workplace to be free from harassment. We do not tolerate inappropriate behavior or harassment involving employees, officers, directors, contractors, contingent workers, or business partners, including when it is based on Personal Characteristics, including sexual harassment. For more information, please review the Adaptive Employee Handbook.

Healthy & Safe Environment

We are committed to employee health and safety at all our facilities. We are all responsible for following the rules and procedures established at our facilities to ensure a healthy and safe working environment. These include always complying with all relevant environmental and safety laws and avoiding unsafe activities and conditions.

Security & Workplace Violence

Security is everyone’s concern at Adaptive. We do not allow unauthorized or unwanted persons to trespass on Adaptive property. Everyone must be aware of specific security concerns that may exist at our workplace and report any suspicious persons or activities.

Adaptive policy forbids bringing any weapons, firearms, ammunition, explosive devices and dangerous or illegal substances onto Adaptive property. We do not tolerate threats or acts of violence, either verbal or physical. We will report any imminent danger or threat immediately to the local police.

Managers must ensure that direct reports are trained in the safety and environmental practices applicable to their jobs and implement and enforce all applicable regulations and policies. You must investigate all safety, health, and environmental issues that come to their attention, and refer any issues of potential noncompliance to their manager or building Security.

Alcohol & Drugs

No one may unlawfully make, distribute, dispense, possess, use, transfer, solicit, purchase, or sell alcoholic beverages, controlled substances, and/or illegal or prescription drugs while on Adaptive property or doing Adaptive business anywhere. Please consult with The People and Culture Team or reference the Employee Handbook for more information or any questions. The People and Culture Team may develop and implement additional policies on this topic.

Use of Systems and Resources

Proper Use of Adaptive Resources

Adaptive resources must be legally and properly used for Adaptive’s business only. All devices and resources provided to you are Company property. These resources include time, equipment and supplies, documents, and the information in our internal systems.

Adaptive has the right to monitor or inspect information systems, email, internet use, computer files, or any other information that is stored on Company property. Adaptive may do this at any time for any Company purpose. You have no expectations of privacy regarding any information stored or transmitted on Adaptive systems, including but not limited to email use, internet use, computer files, telephone voicemail, and/or computers.

Electronic Communications

Electronic communications such as email, the internet, and appropriate social media applications, must be used legally, wisely, responsibly, and in a professional and respectful manner. Adaptive complies with all applicable laws concerning privacy, trademarks and copyright, and financial disclosures.

You are responsible for any electronic communications made, including both your personal and professional accounts. For additional information, please refer to Adaptive’s Social Media policy.

Safeguarding Information

We keep confidential and proprietary information about Adaptive, including its intellectual property and certain information about its business, products, and services, as well as that of our vendors, customers, employees, and all those who do business with us, confidential. You are expected to protect such information from inappropriate access, use, or disclosure. We comply with applicable national, state, local and municipal privacy, data protection and security laws.

For more information on safeguarding confidential information, trade secrets, and other intellectual property please refer to Adaptive’s Confidential Information Policy.

Privacy of Personal Information

Preserving the privacy of personal information is a critically important and growing global concern. Personal information is information that can directly or indirectly identify an individual, such as name, contact information, and certain health-related information. Adaptive has an ethical and legal obligation to ensure that information provided by colleagues, healthcare providers, research and industry partners, and others is protected.

All Adaptive employees, contractors, business partners, and agents are accountable for protecting personal information and for processing it only within the boundaries of applicable law, Adaptive policies and procedures, and relevant terms from Adaptive’s contracts with its customers.

Adaptive’s privacy principles protect the privacy of personal information, including personal health information, through:

  • Lawfulness and Consent: Process personal information lawfully and in accordance with applicable laws and regulations of the jurisdictions in which personal information is collected and used;
  • Fair and Transparent Use: Only use personal information for the specific and defined purposes communicated to individuals and work with the Privacy Department to evaluate and ensure the lawfulness of any uses not previously disclosed;
  • Autonomy and Access: Ensure that individuals understand what their rights and choices are regarding their personal information and notify the Privacy Department if an individual has exercised said rights;
  • Data Minimization: Collect, use, share, and retain the minimum amount of personal information necessary to achieve legitimate business purposes;
  • Integrity and Quality: Ensure that personal information maintained by Adaptive is kept accurate and up to date; and
  • Accountability: Assist the Privacy Department in demonstrating compliance with applicable laws and regulations by providing sufficient information about any new or updated activities involving personal information for evaluation in accordance with Adaptive policies and procedures.

It is important to adhere to the following additional tenets:

  • Develop Adaptive products and services with privacy and data protection in mind;
  • Follow Adaptive guidelines for handling and destroying personal information;
  • Report “Information Incidents” — if you learn of an inappropriate disclosure of personal information, immediately notify the Privacy Department and your manager; and
  • Never take any steps to re-identify individuals who are part of a deidentified or anonymized data set maintained by Adaptive unless such measures have been approved in writing by the Head of Privacy.

If you ever have any questions on how to handle personal information or about any privacy concern, please reach out to our Privacy Department or submit a report through the Hotline.

Business Practices

Competing Fairly

Adaptive is committed to ensuring that we compete within the boundaries of the law. This includes abiding by all laws that apply to our sales and contracting activities in all locales in which Adaptive does business.

We will:

  • Compete fairly and honestly for business.
  • Deal fairly with clients and business partners.
  • Describe and promote our products and services accurately and not in a misleading fashion.
  • Be truthful and accurate in proposals, bids, contracts, and other certifications.
  • Comply with any required labeling or restrictions.

We will not:

  • Disparage our competitors’ products and services.
  • Wrongfully use confidential or proprietary information belonging to a third party.
  • Accept, solicit, or provide kickbacks or illegal payments to or from anyone.
  • Mislead customers through false statements or other deceptive practices.

Antitrust & Competition

Antitrust and competition laws protect free competition and consumers. These laws prohibit agreements between Adaptive and competitors that unreasonably restrain trade which can include (but are not limited to) certain agreements that concern prices, terms of sales, costs, profits or margins, sales volumes, capacity, market shares or territories, wages, and salary information, rigging bids or boycotts (e.g., of a customer or supplier). The antitrust and competition laws also prohibit conduct to monopolize markets by unfair or illegal means.

Antitrust and competition laws may limit permissible conduct in certain discussions with Adaptive’s competitors, its decisions to do or not do business with any party, its contracting, pricing, and sales practices, its hiring practices, or other practices that could impact competition.

Refer to the Legal Department if unsure about appropriate conduct in a particular situation.

Business Intelligence

Today’s environment facilitates access to public information about other companies and their services. It is not unethical or illegal to have and/or make use of public information in conducting business. You are free to gather intelligence about companies from public sources such as websites, published articles, advertisements, brochures, public presentations and the like.

Information from outside vendors and consultants can be a useful business tool, however, care must be taken not to receive from or provide inappropriate competitively sensitive information from such persons. Please consult with the Legal Department for appropriate guidelines when dealing with such third-party information sources, or if you have any questions.

Any contracts with outside vendors to gather business information must go through Adaptive’s contracting process. The receipt and use of business information about other companies must be done lawfully and ethically and should not violate anyone’s confidentiality obligations. You must never use, or ask any third party to use, unlawful or unethical means such as misrepresentation, deception, theft, spying, or bribery to gather business intelligence.

Record Keeping & Accounting Controls

We maintain accurate records that appropriately support business transactions in our financial statements. We achieve this goal by following our internal controls, finance policies and procedures, and recordkeeping policies. Our records must reflect reasonable detail to show the true nature of expenses and other transactions, who was involved, and any affiliation to Adaptive or third parties, such as government entities. Please refer to Adaptive’s Records Retention Policy for more information.

Company Records Management

We handle our records and information with care. We generate records in the course of our business, and some must be retained for specific periods of time. Employees must comply with any Adaptive records retention and disposal policies that may be developed and implemented. Please familiarize yourself with Adaptive’s Records Retention Policy and specifically the retention periods that apply to all the Adaptive records you prepare and keep.

Preventing Fraud, Dishonesty & Criminal Conduct

All employees and contractors at Adaptive have a responsibility to do their jobs honestly and in compliance with applicable laws, regulations, and this Code. Fraud, dishonesty, or criminal conduct by anyone doing work for, or business with, Adaptive is not permitted.

Examples of such conduct may include, but are not limited to:

  • Stealing property or information, including intellectual property.
  • Misusing a Company or client computer, telephone, email, or other resource.
  • Making false records or reports, such as signing another person’s name, altering a document, or recording activities which have not been performed, falsifying any report such as a government report, or falsifying expenses.
  • Destroying, changing, falsifying, or hiding evidence of any activity that violates this Code.
  • Healthcare fraud.

If you see or suspect fraud, dishonesty, or criminal conduct, you must immediately report the situation to the Compliance Officer or the Hotline. In conjunction with this obligation, you must cooperate with and be truthful during any Adaptive investigation.

If law enforcement or another government agency contacts you about possible fraud or criminal conduct on the part of Adaptive or its employees, immediately refer the contact to the General Counsel. You must also notify the General Counsel immediately if you are alleged by any law enforcement or governmental agency to have personally engaged in or participated in fraud, dishonest or criminal conduct (other than a minor traffic violation), regardless of whether the conduct is connected to your responsibilities at Adaptive.

Bribery & Corruption

Adaptive complies with all laws that prohibit bribery. We do not make any promises, grants, favors, or other exchanges for a commercial advantage. This same standard is applied to all Adaptive subcontractors as well.

Money Laundering & Accounting Fraud

Money laundering is the process of converting illegal proceeds so that funds are made to appear legitimate and can thereby enter the stream of commerce. It is not limited to cash transactions. Adaptive forbids engaging in or knowingly assisting in money laundering. It is your responsibility to report any unrecorded funds or assets or false or artificial entries in the books and records of Adaptive if you become aware of them. If you learn of or suspect accounting fraud, report it immediately to the Hotline, the Chief Financial Officer, or the Legal Department.

Commercial Bribery

Adaptive also prohibits “commercial bribery.” Commercial bribery refers to the furnishing of something of value to an intermediary (e.g., a healthcare professional employed by a health system), with the intent to influence an entity’s commercial conduct. Adaptive prohibits any employee, consultant, middleman, or other agent acting on such individual’s behalf or on behalf of the Company from directly or indirectly engaging in commercial bribery. For additional information, please see Adaptive’s HCP Items of Values and Expenses Policy.

Government Officials

Many laws, such as the Foreign Corrupt Practices Act (FCPA), forbid the making, offering, or promise of any payment or anything of value – directly or indirectly – to a government official, if such payment is intended to influence an official act, or decision to award or retain business. For this reason, no payments, gifts, or services intended to influence, or even appearing to influence, a government official’s actions may be given.

Improper Influence on Conduct of Auditors

Employees are prohibited from directly or indirectly taking any action to coerce, manipulate, mislead, or fraudulently influence Adaptive’s independent auditors for the purpose of rendering the financial statements of Adaptive materially misleading. Concerns regarding auditing matters should be reported immediately to the Hotline, the Chief Financial Officer, or the Legal Department.

Insider Trading

Insider trading refers to the illegal practice of trading securities while possessing “material nonpublic information” about a company. Related illegal acts include tipping others to trade based on material nonpublic information. You must not commit insider trading, must safeguard Adaptive nonpublic information, and comply with Adaptive’s Insider Trading Policy. For questions, employees, officers, and directors should contact the Chief Financial Officer or the Legal Department.

Media & Public Inquiries

It is Adaptive policy to deliver accurate and reliable information to the media, financial analysts, investors, brokers, and other members of the public. All public disclosures, including forecasts, press releases, speeches, and other communications, will be honest, accurate, timely, and representative of the facts.

To ensure consistent, accurate delivery of Adaptive information, employees are not authorized to answer questions from the news media, investors, or other members of the public regarding Adaptive activities. If approached for information, you must record the name of the person making the inquiry and immediately notify Media Relations for media and public inquiries and the Chief Financial Officer for investor inquiries.

Patients, Healthcare Professionals and Our Products

Healthcare Compliance

Healthcare fraud, waste and abuse isn’t just harmful to Adaptive, it also impacts our entire industry, as well as the entire healthcare system. We are all responsible for protecting our Company, co-workers, customers, and business partners from healthcare fraud, waste and abuse.

We will not:

  • Defraud or attempt to defraud the healthcare system.
  • Lie, use false pretenses, or make false statements or promises to get money from the healthcare system.
  • Misuse resources or services, which results in unnecessary costs to the healthcare system.
  • Take any action that leads to a payment from the healthcare system that is improper for substandard care or for medically unnecessary services.

Various laws and regulations govern healthcare pricing, billing, reporting, relationships with healthcare providers, and other aspects that might relate to healthcare fraud, waste and abuse. This is a heavily regulated industry, and it is impossible to delineate each legal requirement in this Code. Some important laws to note are the Anti-Kickback Statute, Stark Law, Eliminating Kickbacks in Recovery Act (EKRA), the Civil Monetary Penalties Law and the False Claims Act. Please reach out to the Compliance Officer with any questions regarding this topic.

In addition to the laws above, Adaptive has elected to comply with the AdvaMed Code of Ethics.

To report suspected incidents of healthcare fraud, waste and abuse, contact the Compliance Department or the Hotline (call toll-free 844-222-6116).

Patient Interactions

Interactions with patients and patient organizations may trigger the healthcare fraud, waste and abuse laws listed above, namely the Anti-Kickback Statute and the beneficiary inducement section of the Civil Monetary Penalties Law. Whenever you interact with patients or patient organizations, you must be mindful of all of the applicable regulations and guidelines. Please refer to Adaptive’s Interaction with Patients and Patient Organizations Policy for more information.

Healthcare Professional Interactions

Interactions with healthcare professionals may trigger the healthcare fraud, waste and abuse laws listed above, for example, the Anti-Kickback Statute. Whenever you interact with healthcare professionals, you must be mindful of all the applicable regulations and guidelines. Please refer to Adaptive’s HCP Items of Value and Expenses Policy.

Manufacturing & Supply Quality

Adaptive’s reputation is built on trust. Patients, consumers, and others rely on Adaptive products to improve health and enhance the quality of people’s lives. Product quality, safety and efficacy are critical components of the trust people place in Adaptive. Our manufacturing operations are conducted in compliance with applicable regulatory requirements, Good Clinical Laboratory Practices (GCLP), and our own internal rigorous quality standards. We require that our suppliers and partners adhere to high standards and conduct audits and oversight of our supply chain.

We are all responsible for ensuring that we perform our responsibilities in a manner consistent with Adaptive’s unwavering commitment to quality and compliance, and for reporting quality issues and concerns through the appropriate channels.

Food and Drug Administration (“FDA”) & Clinical Laboratory Improvement Act (“CLIA”)

It is the policy of Adaptive to comply with all applicable drug, medical device, diagnostic, clinical laboratory, and research laws and regulations. This includes, for example, FDA registration, notification, and/or approval, marketing and sales, research, and manufacturing requirements such as Good Laboratory Practices, Good Manufacturing Practices, and Good Clinical Practices, as applicable. In addition, where applicable, Adaptive complies with CLIA requirements and related regulations for clinical laboratory testing.

Reporting Concerns

Open Door Policy

Our standards are founded on the principles of candor and open access within Adaptive. Many issues can be resolved before they become problems for the Company, employees, or the public. Our Open Door Policy encourages you to present ideas, report concerns, and ask questions.

All managers are responsible for supporting this policy by maintaining an “open door” for those reporting matters and treating such reports and discussions with respect. In our commitment to open communication, we provide different avenues for you to raise issues in good faith, while being protected from any retaliation for doing that.

Any employee or contractor at Adaptive can present ideas, ask questions, or report concerns to their supervisor, any manager, their HR People Partner, or the Compliance Officer.

Retaliation Prohibited

Adaptive prohibits retaliation against anyone who in good faith:

  • Makes a complaint or reports a violation to Adaptive or any law enforcement or government agency.
  • Cooperates or helps with a government or internal investigation.
  • Provides information to the government or Adaptive about a breach of law or Adaptive policy.

If you believe that you have experienced wrongful retaliation, you should report the issue immediately by contacting the Hotline, provided below, your HR People Partner or the Compliance Officer.

Anonymous Reporting – The Hotline

The Hotline provides a direct way to anonymously report a compliance issue or Code concern. The Hotline is managed by an independent third party and is available 24 hours a day, 7 days a week, 365 days a year. To reach the Hotline, call toll-free 844-222-6116 or visit http://www.adaptivebiotech.ethicspoint.com to report your issue or concern.