Common use of Gifts and Hospitality Clause in Contracts

Gifts and Hospitality. There are legitimate reasons for the occasional giving/receiving of gifts and business-related hospitality but this area can pose a risk where excessive gifts or hospitality could be viewed as a bribe and/or a conflict of interest. The principles set out here apply regardless of whether the gift or hospitality is to be provided to a Company employee, a third party employee or to members of their respective families, friends or acquaintances. Indivior companies shall implement local spending limits and approval procedures relating to the provision of gifts and hospitality, as well as local procedures regarding the reporting of gifts received by Company employees above specified values. > Company employees must never ask or encourage a third party to provide a gift or hospitality to them > The impression should never be given that the award of business is conditional on gifts or hospitality > Under no circumstances should gifts of cash be given or received > Gifts and hospitality should be provided on an occasional basis and always in accordance with local laws > Tickets to sporting events may be acceptable (provided that they are not offered or given to public officials or healthcare professionals) if they comply with the General Principles in this section > Gifts and hospitality around the time of contracts being awarded/tendered should be avoided > A useful test could be to consider whether you or the third party would have the resources to or would be likely to buy the gift/hospitality themselves > Cultural sensitivities are important but they must not be used as an excuse to avoid the effect of this policy > Gifts or hospitality of excessive value are not permitted > All gifts and hospitality provided by the Company must be accurately recorded in the books of the relevant Indivior company > Consider whether you would be happy to defend giving or receiving the relevant gift or hospitality to your peers, to senior management, to the media or to a judge. When discussing tenders or award of contracts to provide goods or services to the Company, the relevant employees must not accept: > payment of any travel or accommodation costs by the potential supplier > kickbacks for awarding the business to that supplier > tickets to entertainment events (e.g. sports events, theatre, opera) > anything of value resulting from the Company awarding business to a third party which would benefit that individual or another third party, rather than the Company.

Gifts and Hospitality. There 4.1 This Policy does not prohibit normal and appropriate hospitality (given and received) to or from third parties. 4.2 The giving or receipt of gifts is not prohibited, provided the following requirements are legitimate reasons met: (a) it is not made with the intention of influencing a third party to obtain or retain business or a business advantage, or to reward the provision or retention of business or a business advantage, or in explicit or implicit exchange for favours or benefits (that would constitute a bribe); (b) it complies with all applicable laws; (c) it is given in OILEX’s name, not in your name; (d) it does not include cash; (e) taking into account the reason for the occasional giving/receiving gift, it is of gifts an appropriate type and business-related hospitality but this area can pose a risk where excessive value and given at an appropriate time. However, gifts or hospitality could should never be viewed as a bribe and/or a conflict lavish or extraordinary; (f) it is appropriate in the circumstances; and (g) it is given openly, not secretly and is properly recorded in OILEX’s Gift Register. 4.3 The practice of interestgiving business gifts varies between countries and regions and what may be normal and acceptable in one region may not be in another. The principles set out here apply regardless of test to be applied is whether in all the circumstances the gift or hospitality is to reasonable and justifiable. The intention behind the gift should always be provided to a Company employee, a third party employee or to members of their respective families, friends or acquaintances. Indivior companies shall implement local spending limits and approval procedures relating to the provision of gifts and hospitality, as well as local procedures regarding the reporting of gifts received by Company employees above specified values. > Company employees must never ask or encourage a third party to provide a gift or hospitality to them > The impression should never be given that the award of business is conditional on considered. 4.4 All gifts or hospitality > Under no circumstances should gifts of cash be given or received > from a government official, irrespective of value, require to be disclosed. 4.5 Gifts and hospitality should be provided on an occasional basis and always in accordance given or received from other persons with local laws > Tickets to sporting events may be acceptable (provided that they are not offered or given to public officials or healthcare professionals) if they comply with the General Principles in this section > Gifts and hospitality around the time a value of contracts being awarded/tendered should be avoided > A useful test could be to consider whether you or the third party would have the resources to or would be likely to buy the gift/hospitality themselves > Cultural sensitivities are important but they must not be used as an excuse to avoid the effect of this policy > Gifts or hospitality of excessive value are not permitted > All gifts and hospitality provided by the Company over USD$200 per gift must be accurately properly recorded in the books Gift Register maintained by the Group Compliance Officer for the purposes of this Policy. 4.6 Hospitality given, or received, with a cost over USD$200 per incidence must also be duly recorded in the relevant Indivior company > Consider whether Hospitality Register maintained by the Group Compliance Officer for the purposes of this Policy. 4.7 Details of hospitality at Management Committee meetings and other formal meetings with government and other public officials must also be recorded in the Hospitality Register. 4.8 The Gift Register and Hospitality Register will be subject to periodic review and it will be an offence, which may result in your dismissal for gross misconduct, if you would be happy fail to defend giving declare gifts given or receiving the relevant gift received or hospitality to your peers, to senior management, to given or received which falls within the media or to a judge. When discussing tenders or award of contracts to provide goods or services to the Company, the relevant employees must not accept: > payment of any travel or accommodation costs by the potential supplier > kickbacks above guidelines for awarding the business to that supplier > tickets to entertainment events (e.g. sports events, theatre, opera) > anything of value resulting from the Company awarding business to a third party which would benefit that individual or another third party, rather than the Companydisclosure.

Gifts and Hospitality. There Offering or accepting gifts and hospitality is a legitimate contribution to building good business relationships. It is important, however, that gifts and hospitality duly influence business decision- making or cause others to perceive an undue influence. • Any gifts or gratuities over the value of R1000.00 in the aggregate same calendar year from any other person, including such person’s associate may not be accepted by any person within the organization and neither may such gifts or incentives be given by any person in the Company, to any third party. • No gifts or gratuities may be accepted or given without written consent from the Executive of the Company, and all such gifts and accompanying documentation must be registered in the non- cash incentive/gifts register. In exercising his discretion, the Executive must have regard to any commission regulations or other laws which may be breached by the receipt of any such gift. • A written statement from the giver explaining the reason for and purpose of the gift must accompany any request for authorisation. • This provision applies, without limiting the generality of the above. This also refers to invitations to any functions, including lunches, dinners, training interventions and prize giving’s. • The gifts register shall be kept electronically. • The Company’s compliance Manager shall audit the gifts register per the compliance plan to determine whether any gifts or incentives exceeded the aggregate value of R1000.00 in the same calendar year. • It is prohibited to offer or accept: - loans, cash, or personal cheques; - gifts, favours or any form of hospitality or entertainment in return for, or in exchange for, business services or information. (Such action may create an actual or perceived conflict of interest or may give the impression of anti-competitive behaviour); and - gifts or hospitality of an inappropriate nature (for example, sexually oriented) or at inappropriate venues. • The Company’s employees shall: - ensure gifts and hospitality are legitimate reasons for modest and comply with applicable laws, regulations, and local customs; - use good judgement in deciding what is ‘modest’; - ask what the occasional giving/receiving recipient’s employer’s policy is and take that into consideration in offering gifts or hospitality, especially to government officials; - clearly articulate the Company’s practices on the offering and accepting of gifts and business-related hospitality but at the beginning of new business relationships, especially where cultural norms may be different to those outlined in this area can pose Policy and the Company Code of Conduct; - assess the potential for a risk where excessive conflict of interest when offering or accepting gifts or hospitality; - be prepared to decline politely any offer not in line with our practices; and - regard gifts or hospitality could be viewed received through an intermediary as the same as those given directly. • Employees shall not: - accept or offer prohibited gifts and hospitality; - accept or offer gifts, favours or hospitality from any organisation involved in a bribe and/or bid or tender with the Company (this does not include working meals provided by advisors or consultants acting for the Company); - request a conflict of interest. The principles set out here apply regardless of whether the gift or hospitality is to of any kind from a supplier, customer, partner, or other party with whom the Company does business with (this includes both direct requests and giving the impression that the offer of a gift or hospitality would be provided to a Company employeeappropriate or desirable); - personally, a third party employee or to members of their respective families, friends or acquaintances. Indivior companies shall implement local spending limits and approval procedures relating to the provision of gifts and hospitality, as well as local procedures regarding the reporting of gifts received by Company employees above specified values. > Company employees must never ask or encourage a third party to provide pay for a gift or hospitality to them > The impression should never be given that the award of business is conditional on gifts or hospitality > Under no circumstances should gifts of cash be given or received > Gifts avoid complying with this Policy and hospitality should be provided on an occasional basis and always in accordance with local laws > Tickets to sporting events may be acceptable (provided that they are not offered or given to public officials or healthcare professionals) if they comply with the General Principles in this section > Gifts and hospitality around the time of contracts being awarded/tendered should be avoided > A useful test could be to consider whether you or the third party would have the resources to or would be likely to buy the gift/hospitality themselves > Cultural sensitivities are important but they must not be used as an excuse to avoid the effect of this policy > Gifts or hospitality of excessive value are not permitted > All gifts and hospitality provided by the Company must be accurately recorded in the books Code; and - make any loans on behalf of the relevant Indivior company > Consider whether you would be happy Company to defend giving any of its officers, or receiving the relevant gift or hospitality to your peers, to senior management, to the media or to a judge. When discussing tenders or award anyone of contracts to provide goods or services to the Company, the relevant employees must not accept: > payment its Board of any travel or accommodation costs by the potential supplier > kickbacks for awarding the business to that supplier > tickets to entertainment events (e.g. sports events, theatre, opera) > anything of value resulting from the Company awarding business to a third party which would benefit that individual or another third party, rather than the CompanyDirectors.