They can require employees, officers and directors to transfer
ownership of such gifts to Biovail.
ENTERTAINMENT
i)
Employees, officers and directors shall not encourage or
solicit entertainment from any individual or company with whom Biovail does
business.
Entertainment includes, but is not limited to, activities such as
dinner parties, theater parties, and sporting events.
ii)
From time to time employees, officers and directors may accept
unsolicited entertainment, but only under the following conditions:
(1)
THE ENTERTAINMENT OCCURS INFREQUENTLY;
(2)
IT ARISES OUT OF THE ORDINARY COURSE OF BUSINESS;
(3)
IT INVOLVES REASONABLE, NOT LAVISH EXPENDITURES (THE AMOUNTS
INVOLVED SHOULD BE ONES EMPLOYEES, OFFICERS AND DIRECTORS ARE ACCUSTOMED TO
NORMALLY SPENDING FOR THEIR OWN BUSINESS OR PERSONAL ENTERTAINMENT); AND
(4)
THE ENTERTAINMENT TAKES PLACE IN SETTINGS THAT ALSO ARE REASONABLE,
APPROPRIATE, AND FITTING TO EMPLOYEES, OFFICERS AND DIRECTORS, THEIR HOSTS, AND
THEIR BUSINESS AT HAND.
6
4.
DEALINGS WITH CUSTOMERS AND POTENTIAL CUSTOMERS
Employees, officers and directors must keep all dealings with customers and
potential customers fair and above board.
Biovail gets business and keeps it
because of the quality of its goods and services.
Biovail does not give
unethical or illegal rebates, kickbacks, under-the-table payments, or other
similar improper favors to customers or their representatives.
The boundary line between ethical and unethical competition, or legal and
illegal conduct, is not always well defined, particularly in international
activities where differing local laws, customs, and practices come into play.
Therefore, the following standards will serve as guides:
A)
ALL EMPLOYEES, OFFICERS AND DIRECTORS SHOULD MAKE THEMSELVES
AWARE OF AND FULLY COMPLY WITH ALL LAWS, RULES AND REGULATIONS, WHETHER FEDERAL,
STATE, LOCAL OR FOREIGN, INCLUDING LAWS GOVERNING RELATIONS WITH CUSTOMERS AS
WELL AS COMPETITORS.
B)
ALL EMPLOYEES, OFFICERS AND DIRECTORS ENGAGED IN NEGOTIATIONS AND
CONTRACTS WITH FOREIGN GOVERNMENTS, THE UNITED STATES OR ANY POLITICAL
SUBDIVISION THEREOF MUST ALSO KNOW AND ABIDE BY THE SPECIFIC RULES AND
REGULATIONS COVERING RELATIONS WITH SUCH GOVERNMENTS AND THEIR AGENCIES.
C)
EMPLOYEES, OFFICERS AND DIRECTORS MAY NOT GIVE GIFTS TO
CUSTOMERS EXCEPT ITEMS OF NOMINAL VALUE, WHICH FIT THE LEGAL, NORMAL, AND
CUSTOMARY PATTERN OF BIOVAIL'S SALES EFFORTS FOR A PARTICULAR MARKET.
EXCEPTIONS TO THIS POLICY CAN OCCUR IN INTERNATIONAL TRADES WHERE IT CAN BE
LEGAL, CUSTOMARY, AND APPROPRIATE BUSINESS PRACTICE TO EXCHANGE GIFTS WITH
CUSTOMERS.
ONLY THE CEO CAN AUTHORIZE THE GIVING, RECEIVING, OR EXCHANGING OF
SUCH GIFTS.
ANY GIFTS RECEIVED BY EMPLOYEES, OFFICERS OR DIRECTORS IN SUCH AN
EXCHANGE MUST BE REPORTED TO THE CEO FOR DETERMINATION AS TO THE DISPOSITION OF
THE GIFTS.
D)
ENTERTAINMENT FOR ANY CUSTOMER MUST FIT REGULAR BUSINESS
PRACTICES.
THE PLACE AND TYPE OF ENTERTAINMENT AND THE MONEY SPENT MUST BE
REASONABLE AND APPROPRIATE.
5.
DEALING WITH PUBLIC OFFICIALS
Domestic and foreign laws and regulations require Biovail to be in contact with
public officials on a wide variety of matters.
Employees, officers and
directors who regularly make these contacts have special responsibilities for
upholding Biovail's good name.
The following standards relate to these special
responsibilities:
A)
ALL EMPLOYEES, OFFICERS AND