AMYLYX PHARMACEUTICALS, INC.
Code of Business Conduct and Ethics
I.

Purpose and Scope
The Board of Directors of Amylyx Pharmaceuticals, Inc. (together with its subsidiaries, the“Company”) has adopted this Code of Business Conduct and Ethics (this “Code”) to aid theCompany’s directors, officers, employees and certain designated agents in making ethical and legal
decisions when conducting the Company’s business and performing their day-to-day duties.
The Company’s Board of Directors (the “Board”) or a committee of the Board is
responsible for administering the Code. The Board has delegated day-to-day responsibility foradministering and interpreting the Code to a Compliance Officer.
The Company expects its directors, officers, employees and designated agents to exercise
reasonable judgment when conducting the Company’s business. The Company encourages its
directors, officers, employees and designated agents to refer to this Code frequently to ensure thatthey are acting within both the letter and spirit of this Code. The Company also understands that
this Code will not answer every problem you may encounter or address every concern you may
have about conducting the Company’s business ethically and legally. In these situations, or if you
otherwise have questions or concerns about this Code, the Company encourages you to speak withyour supervisor (if applicable) and/or the Compliance Officer.
The Company’s directors, officers, employees and designated agents generally have otherlegal and contractual obligations to the Company. This Code is not intended to reduce or limit theother obligations you may have to the Company. Instead, this Code should be viewed as imposing
the minimum standards the Company expects from its directors, officers, employees and designatedagents in the conduct of the Company’s business.

II.

Standards of ConductA.

Compliance with Laws, Rules and Regulations

The Company requires that all employees, officers, directors and designated agentscomply with all laws, rules, policies and regulations applicable to the Company wherever itdoes business. You are expected to use good judgment and common sense in seeking tocomply with all applicable laws, rules, policies and regulations and to ask for advice when
you are uncertain about them.
If you become aware of the violation of any law, rule, policy, or regulation by theCompany, whether by its officers, employees, directors, or any third party doing businesson behalf of the Company, it is your responsibility to promptly report the matter to yoursupervisor or to the Compliance Officer. While it is the Company’s desire to address
matters internally, nothing in this Code should discourage you from reporting any illegal
activity, including any violation of the securities laws, antitrust laws, environmental laws or
any other federal, state or foreign law, rule or regulation, to the appropriate regulatory
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authority. Directors, officers, employees and designated agents shall not discharge, demote,suspend, threaten, harass or in any other manner discriminate or retaliate against an
employee because he or she reports any such violation, unless it is determined that thereport was made with knowledge that it was false. This Code should not be construed toprohibit you from testifying, participating or otherwise assisting in any state or federal
administrative, judicial or legislative proceeding or investigation.
B.

Conflicts of Interest

The Company recognizes and respects the right of its directors, officers, employees
and designated agents to engage in outside activities that they may deem proper anddesirable, provided that these activities do not impair or interfere with the performance of
their duties to the Company or their ability to act in the Company’s best interests. In most,
if not all, cases this will mean that our directors, officers, employees and designated agents
must avoid situations that present a potential or actual conflict between their personal
interests and the Company’s interests.
A “conflict of interest” occurs when a director’s, officer’s, employee’s or designatedagent’s personal interest interferes with the Company’s interests. Conflicts of interest canarise in many situations. For example, conflicts of interest can arise when a director, officer,
employee or designated agent takes an action or has an outside interest, responsibility or
obligation that can make it difficult for him or her to perform the responsibilities of his or
her position objectively or effectively in the Company’s best interests. Conflicts of interest
can also occur when a director, officer or employee or his or her immediate family member
receives some personal benefit (whether improper or not) as a result of the director’s,
officer’s, employee’s or designated agent’s position with the Company. Each individual’ssituation is different and in evaluating his or her own situation, a director, officer, employee
or designated agent will have to consider many factors.
Any material transaction, responsibility, obligation, or relationship that reasonably
could be expected to give rise to a conflict of interest should be reported promptly to theCompliance Officer, who may notify the Board or a committee of the Board as he or she
deems appropriate. Actual or potential conflicts of interest involving a director or executive
officer other than the Compliance Officer should be disclosed directly to the Compliance
Officer. Actual or potential conflicts of interest involving the Compliance Officer should be
disclosed directly to the Chief Executive Officer(s).
C.

Insider Trading

Employees, officers, directors and designated agents who have material non-public
information about the Company or other companies, including our suppliers and customers,
as a result of their relationship with the Company are prohibited by law and Company
policy from trading in securities of the Company or such other companies, as well as from
communicating such information to others who might trade on the basis of that information.
To help ensure that you do not engage in prohibited insider trading and avoid even theappearance of an improper transaction, the Company has adopted an Insider Trading Policy,
which is distributed to employees and is also available from the Compliance Officer.
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If you are uncertain about the constraints on your purchase or sale of any Company
securities or the securities of any other company that you are familiar with by virtue of yourrelationship with the Company, you should consult with the Compliance Officer before
making any such purchase or sale.
D.

Confidentiality

Employees, officers, directors and designated agents must maintain theconfidentiality of confidential information entrusted to them by the Company or othercompanies, including our suppliers and customers, except when disclosure is authorized bya supervisor or legally mandated. Unauthorized disclosure of any confidential information
is prohibited. Additionally, directors, officers, employees and designated agents should takeappropriate precautions to ensure that confidential or sensitive business information,
whether it is proprietary to the Company or another company, is not communicated within
the Company except to directors, officers, employees and designated agents who have aneed to know such information to perform their responsibilities for the Company.
Third parties may ask you for information concerning the Company. Subject to the
exceptions noted in the preceding paragraph, employees, officers, directors and designatedagents (other than the Company’s authorized spokespersons) must not discuss internal
Company matters with, or disseminate internal Company information to, anyone outside theCompany, except as required in the performance of their Company duties and, if
appropriate, after a confidentiality agreement is in place. This prohibition applies
particularly to inquiries concerning the Company from the media, market professionals(such as securities analysts, institutional investors, investment advisers, brokers and dealers)and security holders. All responses to inquiries on behalf of the Company must be madeonly by the Company’s authorized spokespersons. If you receive any inquiries of thisnature, you must decline to comment and refer the inquirer to your supervisor or one of theCompany’s authorized spokespersons. The Company’s policies with respect to public
disclosure of internal matters are described more fully in the Company’s Disclosure Policy.
You also must abide by any lawful obligations that you have to your former
employer. These obligations may include restrictions on the use and disclosure ofconfidential information, restrictions on the solicitation of former colleagues to work at theCompany and non-competition obligations.
E.

Honest and Ethical Conduct and Fair Dealing

Employees, officers, directors and designated agents should endeavor to dealhonestly, ethically and fairly with the Company’s suppliers, customers, competitors andemployees. Statements regarding the Company’s products and services must not be untrue,
misleading, deceptive or fraudulent. You must not take unfair advantage of anyone throughmanipulation, concealment, abuse of privileged information, misrepresentation of material
facts or any other unfair-dealing practice.

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F.

Protection and Proper Use of Corporate Assets

Employees, officers, directors and designated agents should seek to protect theCompany’s assets. Theft, carelessness and waste have a direct impact on the Company’s
financial performance. Employees, officers and directors must use the Company’s assets
and services solely for legitimate business purposes of the Company and not for any
personal benefit or the personal benefit of anyone else.
G.

Corporate Opportunities

Employees, officers, directors and designated agents owe a duty to the Company toadvance its legitimate business interests when the opportunity to do so arises. Each
employee, officer and director is prohibited from:• diverting to himself or herself or to others any opportunities that are
discovered through the use of the Company’s property or information or as a resultof his or her position with the Company unless that opportunity has first beenpresented to, and rejected by, the Company;• using the Company’s property or information or his or her position forimproper personal gain; or•H.

competing with the Company.

Political Contributions

Business contributions to political campaigns are strictly regulated by federal, state,provincial and local law in the U.S. and many other jurisdictions. Accordingly, all politicalcontributions proposed to be made with the Company’s funds must be coordinated throughand approved by the Compliance Officer. Directors, officers, employees and designatedagents may not, without the approval of the Compliance Officer, use any Company funds
for political contributions of any kind to any political candidate or holder of any national,
state or local government office. Directors, officers, employees and designated agents may
make personal contributions, but should not represent that they are making contributions on
the Company’s behalf. Specific questions should be directed to the Compliance Officer.
I.

Bribes, Kickbacks and Other Improper Payments

The Company does not permit or condone bribes, kickbacks or other improper
payments, transfers or receipts. No director, officer, employee or designated agent should
offer, give, solicit or receive any money or other item of value for the purpose of obtaining,retaining or directing business or bestowing or receiving any kind of favored treatment.
J.

International Trade Controls

Many countries regulate international trade transactions, such as imports, exports
and international financial transactions and prohibit boycotts against countries or firms that
may be “blacklisted” by certain groups or countries. The Company’s policy is to comply
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with these regulations and prohibitions even if compliance may result in the loss of somebusiness opportunities. Employees should learn and understand the extent to whichinternational trade controls apply to transactions conducted by the Company.
K.

Accuracy of Records

Employees, officers, directors and designated agents must honestly and accurately
report all business transactions. You are responsible for the accuracy of your records andreports. Accurate information is essential to the Company’s ability to meet legal andregulatory obligations.
All Company books, records and accounts shall be maintained in accordance withall applicable regulations and standards and accurately reflect the true nature of thetransactions they record. The financial statements of the Company shall conform togenerally accepted accounting rules and the Company’s accounting policies. No
undisclosed or unrecorded account or fund shall be established for any purpose. No false or
misleading entries shall be made in the Company’s books or records for any reason, and no
disbursement of corporate funds or other corporate property shall be made without adequate
supporting documentation.
L.

Quality of Public Disclosures

It is the policy of the Company to provide full, fair, accurate, timely andunderstandable disclosure in reports and documents filed with, or submitted to, theSecurities and Exchange Commission and in other public communications.
III.

Compliance ProceduresA.

Communication of CodeAll current directors, officers, employees and designated agents are being supplied acopy of the Code. Future directors, officers, employees, and designated agents will be
supplied a copy of the Code when beginning service at the Company. All directors, officers
and employees will be expected to review and sign an acknowledgment regarding the Codeon a periodic basis. Updates of the Code, when adopted, will be promptly supplied todirectors, officers and employees. Directors, officers and employees also can obtain a copyof the Code by requesting one from the human resources department or by accessing theCompany’s website at www.amylyx.com.

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B.

Monitoring Compliance and Disciplinary Action

The Company’s management, under the supervision of its Board or a committee of
the Board or, in the case of accounting, internal accounting controls, auditing or securities
law matters, the Audit Committee, shall take reasonable steps to (i) monitor compliancewith the Code, and (ii) when appropriate, impose and enforce appropriate disciplinary
measures for violations of the Code.
Disciplinary measures for violations of the Code will be determined in the
Company’s sole discretion and may include, but are not limited to, counseling, oral or
written reprimands, warnings, probation or suspension with or without pay, demotions,
reductions in salary, termination of employment or service, and restitution.
The Company’s management shall periodically report to the Board or a committeeof the Board on these compliance efforts including, without limitation, alleged violations of
the Code and the actions taken with respect to violations.
C.

Communication Channels

Be Proactive. Every director, officer, employee and designated agent is encouraged
to act proactively by asking questions, seeking guidance and reporting suspected violationsof the Code and other policies and procedures of the Company, as well as any violation orsuspected violation of law, rule or regulation resulting from the conduct of the Company’sbusiness or occurring on the Company’s property. If any director, officer, employee ordesignated agent believes that actions have taken place, may be taking place, or may
be about to take place that violate or would violate the Code or any law, policy or
regulation applicable to the Company, he or she is obligated to bring the matter to theattention of the Company. Our whistleblower hotline number is (833) 778-1542. An
online reporting option is: amylyx.ethicspoint.com, or amylyx.navexone.com from a mobile
device.
Seeking Guidance. The best starting point for officers or employees seeking advice
on ethics-related issues or wishing to report potential violations of the Code will usually betheir supervisor. However, if the conduct in question involves an officer’s or employee’s
supervisor, if the officer or employee has reported the conduct in question to the supervisorand does not believe that the supervisor has dealt with it properly, or if the officer or
employee does not feel comfortable discussing the matter with the supervisor, the officer or
employee may raise the matter with the Compliance Officer.
Communication Alternatives. Any officer or employee may communicate with theCompliance Officer, or report potential violations of the Code, by any of the following
methods:• In writing (which can be done anonymously as set forth below under“Anonymity”), addressed to the Compliance Officer, by mail to 43 Thorndike St.,
Cambridge, MA 02141;

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• Online at amylyx.ethicspoint.com, or amylyx.navexone.com from a
mobile device (which may be done anonymously as set forth below under“Anonymity”); or• By phoning and leaving a voicemail. The voicemail can be reached at(833) 778-1542 and messages can be left anonymously as set forth below under“Anonymity.”
Reporting Accounting and Similar Concerns. Concerns or questions regarding
potential violations of the Code, a Company policy or procedure or laws, rules orregulations relating to accounting, internal accounting controls, or auditing or securities law
matters will be directed to the Audit Committee of the Board (the “Audit Committee”) or adesignee of the Audit Committee in accordance with the procedures established by the
Audit Committee for receiving, retaining and treating complaints regarding accounting,internal accounting controls or auditing matters. Officers and employees can also
communicate directly with the Audit Committee or its designee regarding such matters by
the following methods (which can be done anonymously as set forth below under“Anonymity”):• In writing (which can be done anonymously as set forth below under“Anonymity”), addressed to the Compliance Officer, by mail to 43 Thorndike St.,
Cambridge, MA 02141;• Online at amylyx.ethicspoint.com, or amylyx.navexone.com from a
mobile device (which may be done anonymously as set forth below under“Anonymity”); or• By phoning and leaving a voicemail. The voicemail can be reached at(833) 778-1542 and messages can be left anonymously as set forth below under“Anonymity.”
Cooperation. Employees, officers, directors and designated agents are expected tocooperate with the Company in any investigation of a potential violation of the Code, anyother Company policy or procedure, or any law, rule or regulation.
Misuse of Reporting Channels. Employees, officers, directors and designated agentsshould not use these reporting channels in bad faith or in a false or frivolous manner or toreport grievances that do not involve the Code or other ethics-related issues.
Director Communications. In addition to the foregoing methods, a director also cancommunicate concerns or seek advice with respect to this Code by contacting the Board
through its Chair or the Audit Committee.
D.

Anonymity

The Company prefers that officers and employees, when reporting suspectedviolations of the Code, identify themselves to facilitate the Company’s ability to take steps
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to address the suspected violation, including conducting an investigation. However, theCompany also recognizes that, in certain circumstances, colleagues may prefer to report asuspected violation anonymously.
An officer, employee, director or designated agent who wishes to remain
anonymous may do so, and the Company will use reasonable efforts to protect
confidentiality. If a report is made anonymously, however, the Company may not havesufficient information to investigate or evaluate the allegations. Accordingly, persons whoreport suspected violations anonymously should provide as much detail as they can topermit the Company to evaluate the allegation and, if it deems appropriate, conduct aninvestigation.
E.

No Retaliation

The Company forbids any retaliation against an officer or employee who, acting ingood faith on the basis of a reasonable belief, reports suspected misconduct. Specifically,
the Company will not discharge, demote, suspend, threaten, harass or in any other mannerdiscriminate against, such an officer or employee. Anyone who participates in any suchconduct is subject to disciplinary action, including termination.
IV.

Waivers and Amendments
No waiver of any provisions of the Code for the benefit of a director or an executive officer(which includes, without limitation, the Company’s principal executive, financial and accounting
officers) shall be effective unless (i) approved by the Board or, if permitted, the Audit Committee,and (ii) if required, the waiver is promptly disclosed to the Company’s securityholders inaccordance with applicable U.S. securities laws and the rules and regulations of the exchange orsystem on which the Company’s shares are traded or quoted, as the case may be.
Any waivers of the Code for other employees may be made by the Compliance Officer, theBoard or, if permitted, the Audit Committee.
All amendments to the Code must be approved by the Board and, if required, must be
promptly disclosed to the Company’s securityholders in accordance with United States securities
laws and Nasdaq rules and regulations.

Adopted December 9, 2021, subject to effectiveness of the Company’s Registration Statement on
Form S-1.

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