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Code of Conduct

Important Contact Information: 

(844) 222-6116

The Corporate Hotline provides a direct way to report a compliance or Code of Conduct 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 www.adaptivebiotech.ethicspoint.com to report your issue or concern.

Clarice McCauley; VP, Chief Compliance Officer

Alea Garbagnati; Head of Privacy

Francis Lo; Chief People Officer

Mark Adams; Chief Operating Officer

Kyle Piskel; CFO (Interim)

Stacy Taylor; SVP, General Counsel

Our California Compliance Certification can be located here.

Adaptive has elected to adopt the AdvaMed Code of Ethics in its entirety which can be located here

The Adaptive Code of Conduct is applicable to Adaptive Biotechnologies Corp. (“Adaptive”), employees, officers, and directors. Doing business with integrity is a critical value for Adaptive. 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 and 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, should not be taken as a sign that compliance with that law or regulation is not important; in fact, compliance with all laws and regulations is required and the examples listed 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. Also included is a list of contacts for you to use in reporting concerns.

You must review this Code and annually recertify in writing that you have read, understood, and will comply with it. Managers must never neglect to address or report a violation of the Code, law or regulation committed by someone you manage.

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 the 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 the 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



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.

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 or the Compliance Officer.

Sensitivity to confidentiality is a priority, and every effort will be made to protect your identity (if you wish) when reporting an issue. However, in some cases it may be impossible to protect your privacy, due to demands of conducting an investigation or certain legal requirements. If you want to report your concern anonymously, place a call or go online to the Corporate Hotline.

Anonymous Reporting–THE HOTLINE
The Corporate Hotline provides a direct way to report a compliance or Code of Conduct 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.

Waivers & Amendments
The Company may waive application of this Code of Conduct, on a case-by-case basis, with written approval by the Compliance Officer. Nothing herein shall constitute a contractual commitment to any employee. Amendments to the Code of Conduct are subject to the approval of the Board of Directors.

Preventing Fraud, Dishonesty & Criminal Conduct

Each of us has a responsibility to do our job 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, e-mail 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
  • Destroying, changing, falsifying or hiding evidence of any activity that violates this Code of Conduct
  • 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, dishonesty or criminal conduct (other than a minor traffic violation), whether or not the conduct is connected to your responsibilities at Adaptive.

Competing Fairly

At Adaptive, we are committed to ensuring we compete within the boundaries of the law. This means, among other things, abiding by all laws that apply to our sales and contracting activities in all locales in which Adaptive does business. We do not use unfair methods of competition, or unfair or deceptive acts or practices in commerce.

Among other things, 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 misleading
  • 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 anyone
  • Mislead customers through false statements or other deceptive practices

Antitrust & Competition

Antitrust and competition laws protect free competition and consumers. While these laws are complex, they would, for example, prohibit agreements between Adaptive and competitors that unreasonably restrain trade which can include (but are not limited to) agreements that concern prices, terms of sales, costs, profits or margins, sales volumes, capacity, market shares or territories, 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.

Below are examples of certain areas in which antitrust and competition laws may limit permissible conduct and you should consult with the General Counsel for guidance in advance in any area (not just these) where there are potential antitrust concerns:

  • Discussions or other contacts with competitors
  • Refusals to do business with others
  • Tying of services or other products (i.e., where the sale of one type is conditioned on the purchase of a second type)
  • Selling commercially below cost
  • Practices that could foreclose competition in areas where Adaptive has significant market share
  • Price discrimination (e.g., selling to two or more competing purchasers at different prices)
  • Conduct or arrangements that may make it difficult for competitors to obtain needed inputs or sell their own services or other products

If you are responsible for sales, contracting and other areas of the business where antitrust and competition laws may apply, you must be aware of them and their implications. Ask for advice of the General Counsel if you are unsure about appropriate conduct in a particular situation.

Business Intelligence

In today’s environment, there is ready access to public information about other companies and their services. It’s not unethical or illegal to have and 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 also be a useful business tool, however, care must be taken not to receive from or provide to such persons inappropriate competitively sensitive information. Please consult with the General Counsel for appropriate guidelines when dealing with such third-party information sources. You may contract with an outside vendor to gather business information, if the contracting process and scope of engagement is approved. But you may only accept business information about other companies when the receipt and use of it are lawful and ethical, and do 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.

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. Even 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.

Bribery & Corruption

Adaptive forbids payments of any kind to any person either to obtain advantage in selling goods and services, or to advance our interests with government authorities. Any such payment, made anywhere, violates Adaptive’s policies and procedures.

Most places where we do business have laws forbidding 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.

Further Note on the Foreign Corrupt Practices Act (FCPA)

The FCPA prohibits knowingly offering, promising, or authorizing to pay money or “anything of value” directly or indirectly to any non-U.S. government official, political party or official of a political party, or candidate for political office with the intention of corruptly influencing such official to obtain or retain business or to otherwise secure any improper business advantage. A non-U.S. government official may include a person acting in an official capacity for or on behalf of a government agency, department, instrumentality, or public organization. This includes an

entity that is owned or controlled by the government or any entity hired to review and accept bids for a government agency. Further, payments made to non-U.S. government officials as a means of illegally or improperly influencing regulatory or other government action, including reducing customs duties, income taxes, sales taxes, or to collect an outstanding debt, are prohibited. We also comply with all international antibribery laws such as the UK Bribery Act of 2010. Therefore, each business originator should perform thorough due diligence when considering agents or third parties to represent Adaptive’s interests outside the United States. We have approval requirements for such consultants and for related contract terms. Please contact the Compliance Officer with any questions about the FCPA or about contracting with offshore entities.

Adaptive also prohibits “commercial bribery.” Commercial bribery refers to the furnishing of something of value to an intermediary (e.g., an employee of a customer), 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.

You should never offer, pay, or receive bribes or kickbacks from anyone; to do so will subject you to civil or criminal penalties. 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. 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.

Gifts & Business Courtesies
The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with customers or others. Our customers and business partners include health care professionals (such as physicians) and entities (such as hospitals) and their employees, as well as pharmaceutical and device companies and their employees, and patients. Gifts or entertainment should never be offered, provided, solicited or accepted by any Adaptive director, officer, employee, or agent (or any family member of a director, officer or employee or agent) unless it:

  • is not a cash gift,
  • is consistent with customary business practices,
  • is not excessive in value,
  • cannot be construed as a bribe or payoff, and
  • does not violate any laws or regulations

See also the discussion of gifts to Governmental Employees and Others on page 11 of this code.

Healthcare Fraud, Waste & Abuse
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.

What is Healthcare Fraud, Waste and Abuse? Healthcare Fraud, Waste and Abuse is:

  • Defrauding or attempting to defraud the healthcare system
  • Lying, using false pretenses or making false statements or promises to get money from the healthcare system
  • Misusing resources or services, which results in unnecessary costs to the healthcare system
  • Taking any action that leads to a payment from the healthcare system that is improper for substandard care or for medically unnecessary services.

There are various laws and regulations that 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 and every legal requirement in a Code of Conduct. Some examples follow:

Anti-Kickback Laws
The federal Anti-Kickback Law that applies to Medicare, Medicaid, and federal government contracts prohibits anyone from asking for or receiving, or offering or giving, anything that has value in exchange for any of the following:

  • Referrals for goods or services paid for (even in part) by a federal healthcare program
  • Buying, leasing or ordering a facility, service, or item paid for (even in part) by a federal healthcare program
  • Recommending or arranging for someone else to buy, lease or order a facility, service or item paid for (even in part) by a federal healthcare program

Value means the value of an item or service in the marketplace; it is not the cost of the item or service to the giver. Also note that most states have laws that prohibit kickbacks, bribes and rebates.

Eliminating Kickbacks in Recovery Act of 2018 (EKRA)
EKRA was a bill included in the SUPPORT Act signed into law in October 2018. Similar to the Anti-Kickback statute, it creates criminal penalties for any individual who “solicits or receives any remuneration, or pays or offers any remuneration (including any kickback, bribe, or rebate), directly or indirectly, overtly or covertly, in cash or in kind, in return for referring a patient or patronage to or in exchange for an individual using the services of a recovery home, clinical treatment facility, or laboratory.” A key distinction from the Anti-Kickback statute is that EKRA extends its prohibitions to services covered by a health care benefit program, which includes both government and private payors.

Anti-Inducement Statute of the Civil Monetary Penalties Law
The Anti-Inducement Statute prohibits anyone from offering or giving anything that has value to a Medicare or Medicaid beneficiary that is likely to influence the beneficiary to use a particular provider for Medicare or Medicaid covered items or services.

Stark Law (Physician Self-Referral Prohibition Statute)
This federal statute prohibits a physician from making a referral for certain health services to an entity in which the physician (or a member of his or her family) has an ownership/investment interest or with which he or she has a compensation arrangement. The government has carved out specific exceptions to this prohibition that must be strictly followed.

False Claims Act
The False Claims Act is a federal statute that imposes liability on any individual who knowingly, recklessly, or with deliberate ignorance:

  • Submits or causes someone else to submit to the government a false or fraudulent claim for approval or payment
  • Makes, uses, or causes someone else to use a false record or statement to get a claim paid or approved by the government
  • Has possession or control of the government’s money or property and delivers or causes someone else to deliver less than all of the government’s money or property
  • Makes a false record or statement related to an obligation to pay the government or conceals, avoids, or decreases an obligation to pay or transmit money or property to the government
  • Conspires to do any of the above

Most states have False Claims Act counterparts as well.

Pricing, Billing, & Price Reporting
There are various state and federal laws that may regulate pricing, billing, and price reporting. It is the policy of the Company to comply with all of them. For example, The Protecting Access to

Medicare Act of 2014 (“PAMA”) requires certain price and other data be reported in an accurate and timely way.

To report suspected incidents of Healthcare Fraud, Waste and Abuse, contact the Compliance Officer or the Hotline (information listed above for both means by which you can communicate with Adaptive). Additionally, contact the Compliance Officer in the event of any questions regarding such compliance.

Governmental Employees
All governmental employees are subject to strict limitations on what they are allowed to accept in the nature of “gifts” from contractors such as Adaptive. The definition of what constitutes a prohibited gift or promise is often broad, but usually covers entertainment, food or beverages, attendance at corporate events where free food and drink are available, tickets to shows or sporting events, offers of employment, and a wide range of other items that have a monetary value. Because Adaptive does business with governmental entities, it is Adaptive policy that no gifts, entertainment, meals, lodging or travel may be provided to a government official or employee or to any other person because of that person’s relationship to the governmental official or employee. Also, you must avoid making or discussing any promise or offer of anything that might benefit that person as an individual. Discussions or communications regarding any consideration of employing a government employee by Adaptive should only be undertaken after approval by the Compliance Officer.

Others (Other Than Government Employees)
The safest course of action is not to give or receive any gifts at all. However, circumstances may arise where that’s not possible. If you must give or receive a gift, inexpensive or promotional items are appropriate if the item is widely available to others and if the exchange is legal. Even inexpensive gifts should not be given or accepted if they are intended as, or could be perceived to be, a bribe or an attempt to influence business decisions.

Any gifts given must be accurately and fully disclosed in the appropriate expense report with enough detail to reflect the true nature of the expense and the full names and business affiliations of those involved.

If you believe an exception to this is warranted in a particular circumstance, you must discuss the situation with, and obtain approval from, the General Counsel and Compliance Officer.

Political Activities

Adaptive encourages everyone as individuals to participate in the political process. But in so doing you may not give the impression that you speak or act on behalf of the company. Never use Adaptive resources–such as work time, email, phone systems, or personnel– to engage in personal political activities. Any other corporate political contribution must be approved in advance by the CEO or CFO. Making an illegal contribution, failing to get proper advance approval, or failing to properly report a legitimate contribution, is a violation of Adaptive policy.

Lobbying is the practice of communicating with government officials about matters that are important to Adaptive. Lobbying is strictly regulated by federal, state, and local government rules and our own policies. Be aware that:

  • Only the CEO may approve the hiring of lobbyists using forms approved in advance by the General Counsel. No contingent fee payments to lobbyists are permitted.
  • There are specific, detailed federal, state, and local rules regarding the use of corporate funds to procure or lobby for a government contract
  • Adaptive does not use resources to lobby for, or influence the award of, any government business

You may not conduct illegal lobbying activities, or fail to properly report legitimate efforts to influence policy making. If you have questions, please contact the General Counsel or CFO.

Conflicts of Interest

It is the policy of Adaptive that its employees, officers, directors, contractors and contingent workers avoid conflicts of interest, except those fully disclosed in advance to the General Counsel (with all relevant information) and formally waived in writing. The waiver may include conditions such as mitigations.

A conflict of interest is any situation where the interests of Adaptive are adverse to the interests of the employee, officer, director, contractor, or contingent worker where that individual’s personal or financial interests conflict with Adaptive’s. The term Adaptive’s interest should be construed very broadly to include, among other things, customers and prospects, potential market opportunities, and other business interests. We expect our employees, officers, directors, contractors, and contingent workers to avoid real or apparent conflicts of interests.

Examples of a conflict of interest
Examples of a possible conflict of interest include, but are not limited to the following. You may have a conflict of interest if you, a family member, or a member of your household:

  • Has a financial interest in any business or government entity that is a customer or supplier, or that otherwise does business with Adaptive, or is a competitor of Adaptive
  • Performs work (as an employee, officer, director, consultant, or agent) for any of the above entities
  • Works, or serves as an officer, director or advisor, for a nonprofit or political organization whose interests intersect with Adaptive’s businesses or with our position on a public policy
  • Benefits personally from opportunities or resources that came to you as a result of your work at Adaptive
  • Has an outside job or interest that interferes with your ability to do your job
  • Acquires a significant ownership interest (more than one-tenth of 1%) in a competitor

You may not assume a position as a director, officer or related position with another for-profit business while still employed at Adaptive without prior approval. Before seeking or accepting such a position, you must report the proposed affiliation to your supervisor and the General Counsel (or General Counsel delegate) and receive advance written authorization.

If you believe you have an actual or possible conflict of interest, report it with all relevant information to the General Counsel.

In addition (and as discussed under the “Business Opportunities” section of the Code), you must present all corporate opportunities to the Company.

Governmental Contracting & Procurement

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. It is Adaptive’s policy to use consultants, agents or other professional service independent contractors only for legitimate, legal purposes. Adaptive will enter into agreements only with business partners, companies, consultants or other agents believed to have a record of, and commitment to, integrity.

In government procurement processes, we do not improperly obtain, use or disclose government source selection or non-public proprietary information, such as bid or proposal prices, technical evaluation plans, competitive range determinations or ranking of proposals.

It is also Adaptive policy to:

  • Follow the laws, rules, regulations and requirements of contractor conduct that may apply to Adaptive.
  • Adhere to laws that apply to government contracting and procurement in the states and locales where we do business. This includes, for example, the Federal Acquisition Regulations (FAR), the Procurement Integrity Act, federal and state employment, equal opportunity and affirmative action laws, the False Claims Act (FCA) and anti-corruption laws such as the U.S. Foreign Corrupt Practices Act. Laws, regulations and ethics rules vary by state and locality. Consult the General Counsel with any questions.
  • Require provision of current, accurate and complete information for all government contracts.
  • Never give or agree to give anything of value to government customers, employees or third parties to influence the award or renewal of a government contract.
  • Protect procurement integrity processes and confidential information associated with same.

Some government contracts require Adaptive to certify that we did not violate procurement laws or regulations in winning the contract. If you are asked to sign a certificate or disclosure related to a government contract, you must be authorized to do so. Consult the General Counsel if you have any questions regarding certifications and disclosure requirements.

Notification Requirements

  • Promptly contact the General Counsel and Compliance Officer if any part of a government, including a U.S. or State Inspector General, Department of Justice, or the Office of Civil Rights contacts you regarding a situation or matter.
  • Notify the Compliance Officer immediately if you have been suspended, debarred, or excluded from working with any government funded or sponsored program or contract. This includes Medicare and Medicaid. You must also tell the General Counsel if you know of any other reason why you might not be permitted to perform work related directly or indirectly to a government funded or sponsored program or contract, or if you know of anyone who works for or is affiliated with Adaptive who is in this situation.

Accurate Representations
Correspondence, reports and other documents that contain substantive opinions, conclusions or determinations or that legally bind Adaptive must be signed by or under the control of Adaptive leadership with legal authority to bind the company. Adaptive staff and business partners such as subcontractors must represent their titles, roles, professional qualifications and certifications accurately.

Mandatory Obligation to Disclose Certain Misconduct in Governmental Contracting
The Federal Acquisition Regulation (FAR) requires the mandatory disclosure of credible evidence of federal criminal law violations involving fraud, conflict of interest, bribery or gratuity violations, as well as claims under the Civil False Claims Act, and significant overpayments. This mandatory disclosure obligation continues up to three years after contract end.

In order to comply with these obligations, you must immediately report any issues that could potentially constitute a violation of criminal or civil law, or significant overpayment on a government contract to the General Counsel and Compliance Officer.


Respect in the Workplace

Adaptive seeks to create a workplace that is inclusive and safe 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 an organization where diversity and inclusion are valued. We endeavor to treat one another with courtesy and collaborate to achieve results. We do not tolerate unlawful discrimination, unlawful harassment, or unlawful retaliation.

Fair Employment Practices
We base employment decisions, including selection, development and compensation decisions, on an individual’s qualifications, skills and performance. We do not base these decisions on personal characteristics or status, such as sex, genetic information, pregnancy (including childbirth, breastfeeding, and related medical conditions), disability, predisposing genetic characteristics, sexual orientation, gender identity, gender expression, race, color, religion (including religious dress and grooming practice), creed, national origin, citizenship, ancestry, age, ethnicity, marital or familial status, HIV/AIDS status, political affiliation, military or veteran status, domestic violence victim status, or any other legally protected status (“Personal Characteristic”). Discrimination based on Personal Characteristics is against Company policy.

Unlawful Harassment-Free Workplace
We require a workplace that is free from unlawful 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 the characteristics or statuses described above.

Unlawful harassment is any behavior that relates to a protected Personal Characteristic such as those outlined above and that unreasonably interferes with a person’s job performance or creates a workplace that is unreasonably intimidating, hostile or offensive.

We refrain from unwelcome or potentially offensive conduct which may include, but is not limited to, offensive jokes, slurs, epithets or name calling, physical assaults or threats, intimidation, ridicule or mockery, insults or put-downs, offensive objects or pictures, and interference with work performance.

In addition, we do not tolerate sexual harassment which includes a broad spectrum of conduct including harassment based on gender, transgender, and sexual orientation (for example, one’s

heterosexuality, homosexuality, or bisexuality). Sexual harassment is defined as “unwelcome sexual advances, requests for sexual favors, and other verbal or physical conduct of a sexual nature” when:

  • Submission to such conduct is made either explicitly or implicitly a term or condition of an individual’s employment.
  • Submission to or rejection of such conduct by an individual is used as the basis for employment decisions affecting such individual.
  • Such conduct has the purpose or effect of unreasonably interfering with an individual’s work performance or creating an intimidating, hostile, or offensive working environment.

Harassment on the basis of sex may also include the following types of conduct:

  1. Threatening or taking negative employment action if sexual favors are not granted, or

promising preferential treatment for submitting to sexual favors (often called “quid pro quo” sexual harassment).

  1. Unwanted sexual advances, whether or not they involve physical touching; propositions; comments about a person’s sexuality or sexual experiences; sexual gestures, noises, remarks, or jokes; or comments about a person’s body.
  2. Intentional physical conduct which is sexual in nature, such as touching, pinching, patting, grabbing or brushing against someone else’s body; or blocking the movement of another employee with one’s body.
  3. Displaying or publicizing in the workplace any materials that are sexually overt, demeaning or pornographic.
  4. Demeaning language, graphics or conduct directed at a person or persons because of gender, regardless of whether such language, graphics or conduct is sexual in nature.

In the event that you have suffered from unlawful harassment or witness or are aware of unlawful harassment against others occurring anywhere within Adaptive, you are encouraged to report it to Human Resources, the Hotline or the General Counsel.

For additional information, please refer to the Adaptive Employee Handbook.

Labor Law Rights
Adaptive policy does not prohibit employee discussions regarding wages, hours, and working conditions, and is not intended to restrict or interfere with any employee’s federal or state labor law rights, including any and all rights under the National Labor Relations Act, or any whistleblower protections under federal, state, or local law.

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

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

Healthy & Safe Environment
We are committed to employee health and safety at all of our facilities. It is each of our responsibility to follow 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. If you are a manager, you must ensure that your direct employees are trained on 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 your attention, and refer any issues of potential noncompliance to your manager or Security.

Alcohol & Drugs
You may not unlawfully make, distribute, dispense, possess, use, transfer, solicit, purchase or sell:

  • Alcoholic beverages
  • Controlled substances
  • Illegal or prescription drugs

This policy applies while you are on Adaptive property and while you are doing Adaptive business anywhere. Please consult with Human Resources who can provide more information in the event there are any questions. Additionally, Human Resources may develop and implement additional policies on this topic.

Proper Use of Adaptive Resources
Adaptive’s resources are intended for Adaptive business only and are company property, regardless of physical location. Their use must be legal and proper. Resources include time, equipment and supplies, documents, and the information in our computing and communications systems.

Adaptive may monitor or inspect information systems, e-mail, Internet use, computer files, or anything kept on company property. Adaptive may do this at any time for any company purpose. Employees have no expectation of privacy regarding these systems, email, Internet use, computer files, telephone voicemail, computers, information maintained, stored or transmitted on them, or anything that is maintained on company property.

Electronic Communications
Electronic communications—e-mail, the Internet, social media applications—can be useful business tools. You are to use these electronic communications tools legally, wisely and responsibly, and do so in a professional and respectful manner. We obey all applicable laws concerning copyright, trademarks, privacy, and financial disclosures. You are responsible for all of your electronic communications. For additional information, please refer to Adaptive’s Social Media policy.

Business Opportunities
Business opportunities that come to you through access to Adaptive property or information, or through your position at Adaptive, belong to Adaptive. They may not be used for your benefit or the benefit of a friend or family member. You may not compete with Adaptive. If you leave or are no longer affiliated with Adaptive, company property, resources and confidential information remain with Adaptive and Adaptive’s property.

Honoraria & Fees from Others
You may be asked to participate in professional activities, professional fora or surveys that are related to Adaptive or our business interests. For example, you may be asked to serve on a committee or make a speech. You may not be paid a fee (often referred to as an honorarium) for this work. In general, you may accept an offer to cover reasonable travel and lodging costs as long as other committee members or speakers who are not Adaptive employees are treated equally. Such activities must be approved in advance by your supervisor, be consistent with the above section on Conflict of Interest, and scheduled at times so as not to interfere with company business.

Public Speaking & Published Works
Public speeches and published works, such as books and magazine articles, offer excellent opportunities for Adaptive 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 to them and before they are released. These must be pre-approved by the functional SVP and the General Counsel.

Business Hospitality, Entertainment, Travel & Meals
Adaptive pays your travel and related expenses, as permitted by Company policy. In general, others should not pay for these costs, with the exception of an approved presentation in which the sponsor has offered to pay for your travel as referenced above. You may occasionally offer or accept meals or entertainment offered in conjunction with meetings to discuss Adaptive business; provided nothing may be offered to any government employee. At least one Adaptive employee must be present at each such event. Lavish, expensive, or exclusive meals and entertainment are not acceptable.

Proper Use of Intellectual Property
You must respect the intellectual property rights of Adaptive and others by complying with all applicable laws and agreements that govern such matters. The products, services, ideas, concepts, and other information we produce on a daily basis are proprietary assets of Adaptive. Various laws, and good intellectual property practices regarding maintaining confidential information, enable Adaptive to protect these assets. You are expected to protect Adaptive’s intellectual property — including its trade secrets, copyrights, trademarks, patents, scientific and technical knowledge, know- how, and the experience developed in the course of Adaptive’s activities.

Unless you obtain the intellectual property owner’s specific prior consent, you may not copy, distribute, display, perform, or modify third-party copyrighted or trade secret materials, or conduct peer-to-peer or other file sharing of copyrighted materials. A work may be protected by a copyright even if there is no notice on the work.

You are prohibited from disclosing to Adaptive or using during your employment any proprietary and confidential information you obtained from a prior employer. If you have any questions concerning the proper use of intellectual property, contact the General Counsel.

Safeguarding Information

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

  • Confidential information is any nonpublic information that is gathered, developed or produced by or for or in the possession of Adaptive.
  • Nonpublic information is any information that is not known by or available to the general public.
  • Proprietary information is nonpublic information that is created, recorded, or used in support of Adaptive business or the business of another company. This information is owned by Adaptive or the other company.

Examples of Confidential & Proprietary Information

  • Personal information, including–Name, address, date of birth, gender, Social Security or ID number, member ID number, cardholder data and other nonpublic personal information. Or, financial, health or other information about a person that is not public.
  • Proprietary and nonpublic information about anyone who does business with Adaptive, such as employees, clients, subcontractors, providers and shareholders.
  • Confidential and proprietary Adaptive marketing plans, sales and marketing data, pricing information, strategies, and information pertaining to new products and services.
  • Confidential and proprietary information about Adaptive operations, processes, and methodologies, personnel information, and research and technical information about Adaptive systems, software, and methods.
  • Any information that could help or harm our ability to meet our business goals.
  • Information that is owned or provided by a third party and made known to Adaptive under a non-disclosure, confidentiality or data use agreement.

The list above only reflects select examples of Adaptive confidential and proprietary information, and is not an exhaustive list. If you have questions about whether certain material is confidential and proprietary, or how to treat such material, please contact the General Counsel.

Privacy of Personal Information
Preserving the privacy of personal information is critically important. Personal information is information that can directly or indirectly identify an individual, such as name, contact information, and health-related and genetic information. Colleagues, healthcare providers and many others entrust Adaptive with personal information. Research, pharmacovigilance and other business activities also may give Adaptive access to personal information.

Privacy Laws
Protecting the privacy and security of personal information is a growing global concern. Many countries are enacting or strengthening privacy laws that govern the use of personal information and holding violators accountable.

Adaptive, its business partners and its agents are accountable for protecting personal information and for processing it only within the boundaries of applicable law,

and Adaptive policies and procedures.

Help protect the privacy of personal information, including personal health information, by following these principles:

  • Comply with applicable laws and regulations of the jurisdictions in which personal Information is collected and used;
  • Collect and use the minimum amount of personal information necessary to achieve legitimate business purposes and keep it only as long as necessary to achieve those purposes;
  • Share personal information only with individuals who have a legitimate need for it and will protect it properly;
  • Follow Company guidelines for handling and destroying personal information; and
  • Report “Information Incidents”—if you learn of an inappropriate disclosure of personal information, immediately call the Privacy Officer and notify your manager.

Guidelines for Safeguarding
You are responsible for the protection and privacy of any Adaptive confidential and proprietary information under your control. Failure to do so may result in discipline, up to and including termination.


  • Access, use, view or send confidential information only if authorized, and there is a valid business reason to do so
  • Do not reveal proprietary or confidential information to anyone outside Adaptive unless authorized
  • Designate all confidential and proprietary information with proper markings on any documents, papers, or files that contain such information, as appropriate
  • Respect the confidential information and trade secret information of other companies. Never accept, keep or use improperly obtained information
  • Do not ask another person to improperly disclose information
  • Never post or reference confidential or nonpublic information on any social media site
  • Comply with Adaptive policy
  • Properly dispose of Adaptive information.
  • Never destroy a document that could be relevant to an anticipated or pending lawsuit or investigation. If you have questions about these issues, seek direction from the General Counsel.

Immunity Under the Defend Trade Secrets Act of 2016
The federal Defend Trade Secrets Act of 2016 provides immunity in certain circumstances to Adaptive employees, contractors, and consultants for limited disclosures of Adaptive Trade Secrets. Specifically, Adaptive employees, contractors, and consultants may disclose Trade Secrets:

  • in confidence, either directly or indirectly, to a federal, state, or local government official, or to an attorney, “solely for the purpose of reporting or investigating a suspected violation of law,” or
  • “in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under “seal.”

Additionally, Adaptive employees, contractors, and consultants who file retaliation lawsuits for reporting a suspected violation of law may also use and disclose related Trade Secrets in the following manner:

  • the individual may disclose the Trade Secret to his/her attorney, and
  • the individual may use the information in related court proceeding, as long as the individual files documents containing the Trade Secret under seal, and does not otherwise disclose the trade secret “except pursuant to court “order.”

When You Leave Adaptive
When your Adaptive job or affiliation ends, you must immediately return any Adaptive confidential or proprietary information (including all copies regardless of media). You may not use or disclose this information 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.


Record Keeping & Accounting Controls

It is Adaptive policy to keep books, records and accounts in a way that shows a fair, complete and accurate accounting of all business transactions and use of assets. 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.

We will never alter or falsify an Adaptive company record. Unless permitted by applicable law or regulation, we do not execute off-balance sheet transactions, arrangements and obligations or maintain unrecorded funds or assets.

Officers and managers are expected to build and maintain an internal accounting system with controls that prevent unauthorized, unrecorded or inaccurately recorded transactions, and result in preparation of financial statements based on generally accepted accounting principles.

Managers also must ensure that third parties who create or update Adaptive records follow the same rules, where appropriate.

Money Laundering & Accounting Fraud
Money laundering is defined as 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 the Adaptive if you become aware of them. If you learn of or suspect accounting fraud, report it immediately to the Hotline, the CFO or the General Counsel.

Company Records Management
You should comply with any Adaptive records retention and disposal policies that may be developed and implemented from time to time, and ensure that company records are maintained, stored, and, when appropriate, destroyed in accordance with Adaptive’s and/or client policies, and in compliance with applicable human resources, finance, tax, legal, regulatory, environmental, and contractual requirements. You are expected to be familiar with the specific requirements of your business and location, as well as with any applicable corporate procedures. You must preserve all relevant documents, regardless of typical document destruction practices if you are aware of a threatened or actual legal claim, lawsuit, or government investigation, or a legal request for such documents, or if the General Counsel has placed a “litigation or claims hold” on such documents. In this context, the term “document” is to be construed very broadly and includes both paper copies, email and electronic, notes, calendars, and other media. Such documents are to be preserved unless authorized in writing by the General Counsel.

Improper Influence on Conduct of Auditors
You are prohibited from directly or indirectly taking any action to coerce, manipulate, mislead or fraudulently influence the Adaptive’s independent auditors for the purpose of rendering the financial statements of the Adaptive materially misleading. Prohibited actions include but are not limited to those actions taken to coerce, manipulate, mislead or fraudulently influence an auditor:

  • to issue or reissue a report on Adaptive’s financial statements that is not warranted in the circumstances (due to material violations of generally accepted accounting principles, generally accepted auditing standards or other professional or regulatory standards);
  • not to perform audit, review or other procedures required by generally accepted auditing practices or other professional standards;
  • to withdraw an issued report; or
  • not to communicate material matters to Adaptive’s Audit Committee of the Board of Directors

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 non-public information.

“Material” information is information that a reasonable investor would think is important when making a decision about buying, holding or selling a company’s securities. Information that affects the price of another company’s stock may be “material.”

Insider trading is unethical and illegal under U.S. federal and other local securities laws. It is generally illegal for any person who possesses “material nonpublic” information about a company to buy or sell stock, options or bonds, or other debt instruments of that company, or to tell or “tip” anyone else by communicating the nonpublic information to them.

Insider trading will be dealt with firmly by Adaptive, and both you and Adaptive could face civil and criminal penalties for insider trading.

For questions, employees, officers, and directors should contact the General Counsel or CFO.

Some Examples of What May Constitute “Material” Information with Customers, Vendors, or Partners

  • Possible mergers or acquisitions
  • Results of a material clinical trial
  • Winning or losing an important contract
  • Information about new products
  • Changes in senior management

Whether or not information is “material” may depend on the facts and circumstances. If you are unsure, contact the General Counsel for guidance.

Our 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. We operate a comprehensive and robust quality management system, designed to ensure the production and supply of quality products.

We are committed to ensuring that our products are manufactured and supplied to high standards of quality. Our manufacturing operations are conducted in compliance with applicable regulatory requirements, Good Clinical Laboratory Practices (GCLP), and our own internal rigorous quality standards. We also require that our suppliers and partners adhere to high standards, and we 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.

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.

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 Corporate Communications for media and public inquiries and the CFO for investor inquiries.