information would include annual or quarterly
financial results; significant changes in management; significant shifts in
operating or financial circumstances, such as major write-offs and changes in
earnings projections; borrowing of a significant amount of funds; acquisitions
of, or mergers with, other companies; significant new contracts or loss of
business; and major new products, services or patents.
This list provides
examples only; many other matters may be considered material information.
Employees, officers, directors and other insiders who have questions that relate
to the sale or purchase of a security under circumstances where these laws and
regulations might apply should consult with the SLO, who may refer them to
outside legal counsel.
II.
IN ADDITION TO THE PROHIBITION AGAINST THE USE OF
"INSIDER" INFORMATION WHICH APPLIES TO ALL EMPLOYEES, OFFICERS AND DIRECTORS,
THE VARIOUS SECURITIES LAWS THAT APPLY IN THE JURISDICTION AND COUNTRIES IN
WHICH BIOVAIL DOES BUSINESS PLACE DEFINITE RESTRICTIONS ON THE MANNERS IN WHICH
EMPLOYEES, OFFICERS AND DIRECTORS OF BIOVAIL, AND THEIR FAMILY MEMBERS, THEIR
ASSOCIATES, ETC., MAY ENGAGE IN TRANSACTIONS INVOLVING THE SECURITIES OF
BIOVAIL. EMPLOYEES, OFFICERS AND DIRECTORS SHALL COMPLY WITH ALL LAWS, RULES AND
REGULATIONS THAT PROHIBIT OR RESTRICT INSIDER TRADING.
Whenever there is any doubt as to whether any transactions involving Biovail's
securities would violate securities laws, employees, officers and directors
should consult the SLO of Biovail.
Within the framework of the foregoing
policies and laws, the final decision of each employee, officer or director,
with respect to securities transactions, must be his or her own.
III.
EMPLOYEES, OFFICERS, DIRECTORS AND OTHER INSIDERS
SHALL MAINTAIN THE CONFIDENTIALITY OF INFORMATION ENTRUSTED TO THEM BY BIOVAIL
OR ITS CUSTOMERS (EXCEPT WHERE DISCLOSURE IS AUTHORIZED OR LEGALLY MANDATED) AND
SHALL NOT, WITHOUT PROPER AUTHORITY, GIVE OR RELEASE TO ANYONE NOT EMPLOYED BY
BIOVAIL, DATA OR INFORMATION OF A CONFIDENTIAL NATURE CONCERNING BIOVAIL.
DISCLOSURE OF CONFIDENTIAL INFORMATION CAN BE HARMFUL TO BIOVAIL AND COULD BE
THE BASIS FOR LEGAL ACTION AGAINST BIOVAIL AND THE INDIVIDUAL DISCLOSING THE
INFORMATION.
CONFIDENTIAL INFORMATION INCLUDES ALL NON-PUBLIC INFORMATION THAT
MIGHT BE OF USE TO COMPETITORS, OR HARMFUL TO BIOVAIL OR ITS CUSTOMERS, IF
DISCLOSED.
IV.
EMPLOYEES, OFFICERS, DIRECTORS AND OTHER INSIDERS SHALL
NOT ACQUIRE ANY PROPERTY, SECURITY OR ANY BUSINESS INTEREST THAT THEY KNOW
BIOVAIL HAS AN INTEREST IN ACQUIRING.
MOREOVER, BASED ON SUCH ADVANCE
INFORMATION, EMPLOYEES, OFFICERS AND DIRECTORS SHALL NOT ACQUIRE ANY PROPERTY,
SECURITY OR BUSINESS INTEREST FOR SPECULATION OR INVESTMENT.
V.
EMPLOYEES, OFFICERS, DIRECTORS AND OTHER INSIDERS
MUST FOLLOW BIOVAIL POLICIES REGARDING "BLACKOUT PERIODS" WHEN BIOVAIL'S STOCK
MAY NOT BE TRADED.
SUCH POLICIES WILL BE COMMUNICATED BY THE SLO FROM TIME TO
TIME AND MUST BE ADHERED TO BY ALL EMPLOYEES, OFFICERS AND DIRECTORS.
B.
PERSONAL FINANCIAL INTEREST
EMPLOYEES, OFFICERS AND DIRECTORS SHOULD AVOID ANY OUTSIDE FINANCIAL INTERESTS
THAT MIGHT INFLUENCE DECISIONS OR ACTIONS THEY HAVE BEEN EMPOWERED TO MAKE ON
BEHALF OF BIOVAIL.
AN EMPLOYEE, OFFICER OR DIRECTOR PERFORMING DUTIES IN
CONFORMITY WITH THIS POLICY SHALL NOT HAVE A FINANCIAL INTEREST IN, INDEBTEDNESS
TO, OR A PERSONAL CONTRACT OR