Summary of Key Rules

Current Employer (Your Company)

Employees (including officers and directors) may not consult about their current employer – regardless of whether the employer is publicly held or privately owned.  This prohibition extends to the parent and subsidiaries of an Advisor’s employer.

Former Employers

Under no circumstances may an Advisor ever disclose confidential information about a former employer or any other information that would violate a confidentiality agreement.  Furthermore, if an Advisor was previously employed in the finance or accounting department of a company, he/she may not discuss that company until four months after his/her employment has ended.  Clients may instruct us to apply additional customized rules concerning former employees.

Consultants

A consultant may never disclose confidential information obtained in the course of providing consulting services.  Consultants must be certain that any services rendered through Guidepoint do not violate any confidentiality agreements entered into with consulting Clients.

Tender Offers and IPOs

An employee (including officers and directors) of a public company that is the target or bidder in a tender offer, or a private company that has filed for an initial public offering, is prohibited from consulting on any topic until the tender offer is resolved.

Competitors / Competitive Intelligence

Advisors may not consult for a Client that is a direct competitor of their employer.

Government Employees

Advisors must abide by the particular rules and regulations of the government entity for which they work. In addition to any restrictions imposed by such rules, Advisors may not consult about the Advisor’s agency, or a matter currently before the agency or known to be coming before the agency. Clients are prohibited from using Guidepoint’s services to try to lobby or otherwise influence government officials in any manner related to their office or official duties.

FDA Advisory Committee Members

FDA Advisory Committee Members may not consult about any issue that (i) is before their FDA Committee; (ii) reasonably can be expected to come before their committee; or (iii) about which they are in possession of material nonpublic information.

Customers and Suppliers

Generally, an employee may consult about a company that is a customer or supplier of his/her employer (e.g., about its competitive position, products), in the absence of a confidentiality agreement or other obligation of confidentiality towards the customer or supplier. However, an Advisor may not discuss his/her employer and confidential information concerning its relationship with the customer or supplier (e.g., his/her employer’s purchases or sales to the company).

Clinical Trials

Clinical Investigators (CIs) may never discuss non-public patient experience information or undisclosed clinical trial results.  If not under a confidentiality agreement or otherwise restricted, CIs may generally discuss publicly available information about a trial – e.g., hypotheses about the drug mechanism, design of the study (to the extent published), competitor drugs and developments in the marketplace, doctor’s view of clinical demand, etc. Data Safety Monitoring Board and Clinical Trial Steering Committee members may not discuss current clinical trials.