Victory and its employees, officers, directors, and consultants will abide by the highest standards of ethical conduct and will act honestly and in good faith with a view to the best interests of the Company and its shareholders.

Scope
This Code of Ethics and Conduct Policy applies to all employees, officers, directors, and consultants of Victory Pharmaceuticals, Inc. and all wholly owned subsidiaries. Compliance with this policy is a condition of employment, contract, or office.

Business Conduct
Victory's corporate culture provides the foundation for ethical conduct and behavior by employees. As a company, Victory will:
  • Maintain good corporate governance and adhere to all applicable laws and regulations.
  • Promote and enforce a work environment free from harassment or discrimination, where individuals are treated with respect and dignity.
  • Provide a safe and healthy workplace, emphasizing good housekeeping and good lab practices.
  • Respect our employees' commitments and responsibilities to their families and communities.
All employees, officers, directors, and consultants of Victory will:
  • Uphold and comply with Victory policies and culture.
  • Strive for the success of themselves, their team, and the entire company.
  • Ensure that all information provided in all reports and documents for internal and external audiences, including individual expense reports, will be complete, accurate, honest, and timely.
  • Deal honestly and fairly with our customers, suppliers, competitors, and regulatory bodies.
  • Protect the company's assets and efficiently use them only for company purposes.
Behavior Strictly Prohibited
All employees, officers, directors, and consultants of Victory, and any visitors to the company's premises, are strictly prohibited from the following acts (even if such acts or comments are made in jest):
  • The possession, use, or threat of use of any type of weapon.
  • The threat or actual use of violence or intimidation in the workplace.
  • The willful destruction of company property or an individual's personal property.
  • Disparaging or discriminatory comments, innuendo, or gossip.
  • Taking unfair advantage of others through manipulation, misrepresentation or other unfair practices.
  • The use or possession of illicit substances while on the job or on company premises.
Conflicts of Interest
Victory employees officers, directors, and consultants will:
  • Put the interests of the company before their own.
  • Avoid situations or relationships which create, or create the appearance of, a conflict of interest.
  • Choose suppliers in an objective and ethical manner, ensuring the best value is received for the company.
  • Alert management to the existence of a personal relationship that may create a conflict of interest within the company, or with a customer, supplier, or other outside party.
  • Avoid holding a significant financial interest in a supplier, customer, or other party with whom the company does business.
  • Refrain from giving or accepting gifts or social invitations of more than a nominal value which could create, or create the appearance of, a conflict of interest.
  • Never solicit gifts or social invitations from customers, suppliers, or other outside parties.
Confidentiality
Victory employees officers, directors, and consultants will:
  • Comply fully with the confidentiality provisions of their employment contract and all related confidentiality agreements.
  • Maintain the strict confidentiality of all Victory confidential information and such information entrusted to us by third parties or former employers.
  • Disclose such information only when appropriate permissions and controls are in place.
  • Not discuss details of the company's business with family or friends or at social or public events. All communications with investors and the general public are to be conducted through Investor Relations.
  • Refrain from obtaining the confidential information of third parties, or from possessing or retaining such information which has been inadvertently disclosed to us.
  • Not use Victory confidential information, or such information entrusted to Victory by a third party, for personal advantage or the advantage of others.
  • Not trade in securities of the company, either buying or selling, based on insider information that is generally not known and unavailable to the general public.
  • Not display or work on company confidential material in a public area, including on airplanes or in airports.
Corrective Measures
Breaches of Victory policy and this Code of Ethics and Conduct must be reported to management or to Victory's Chairman of the Board of Directors if necessary, in a timely fashion so that appropriate investigations and corrective measures may be implemented. Any person found to have breached this policy will, in addition to any regulatory or judicial sanction, be subject to company sanctions, up to and including termination of employment, contract, or office.

Policy Interpretation
The President and the Chief Financial Officer are jointly responsible for all interpretations of this policy.