Code of Conduct’s Purpose

Our Code of Conduct is designed to be the guidepost for the Antidote team, our Board of Directors, our physician partners, and our contracted partners. Each of us must read, understand, and follow the Code of Conduct.

Our Code of Conduct serves as our map that guides us to make the right choices in our daily activities.

Our Responsibilities

Compliance is everyone’s responsibility.

• Read, understand, and follow the Code of Conduct and Antidote’s policies and procedures.
• Seek guidance when you need it.
• Avoid illegal, unethical, or otherwise improper behavior.
• Report and suspected violation of this Code of Conduct, Antidote policies and procedures, or applicable laws or regulations. Bottom line: if you see something, say something.
• Assist with compliance audits, investigations, and inquiries.
• Take responsibility and accountability for your actions.
• Notify the Compliance Department immediately if the United States government or any state government sanctions or excludes you from participation in any government-funded program or if you are subjected to similar limitations in a country in which Antidote does business.
  

Antidote is committed to doing the right thing and complying fully with all United States federal and state health care program requirements and applicable laws and with requirements in all countries where Antidote conducts business.

Antidote may take corrective action, to the extent allowed by law, against any employee or contractor who fails to act in accordance with Antidote policies and procedures, applicable laws and regulations, or this Code of Conduct.

How to Use this Code of Conduct

This Code of Conduct is meant to help Antidote and its business partners conduct business in a legal, compliant, and ethical manner. It also serves as to guide our understanding of Antidote’s compliance department, key policies and procedures, and certain applicable laws and regulations. The standards used in this Code of Conduct apply to all Antidote business operations in the United States and all the countries where we conduct business.

Antidote is subject to the laws and regulations of the countries in which we work. Additionally, Antidote has specific policies and procedures intended to guide our conduct. It is important that if you are unsure about which policies and procedures or laws and regulations apply to your activities, consult your supervisor, the Compliance Department, or the Legal Department. Antidote holds its employees, business partners, physician partners, and Board of Directors to the same standards. It is expected that everyone complies with Antidote’s policies and procedures, all applicable laws and regulations, and this Code of Conduct.

Our Compliance Program

Antidote has a dedicated compliance department that administers the Compliance Program. The Compliance Department issues policies and procedures and the Code of Conduct to help guide our actions. Compliance policies and procedures provide guidance on specific topics and business activities, whereas the Code is a guide to the overall conduct of Antidote’s operations.

All Antidote employees, business partners, provider partners, and contracted vendors, as required by contractual obligation, must complete Antidote’s compliance training. This training is a critical part of the

foundation of our Compliance Program

Our Compliance Hotline

The Compliance Hotline is available 24 hours a day, seven days a week. The hotline is managed by a third party and is secure and confidential. In most countries, including the United States, employees may choose to remain anonymous. Compliance Hotline reports must be made in good faith.

Local privacy laws outside the United States may affect availability and terms of use of the Compliance Hotline.

You should report suspected or actual violations of Antidote’s Compliance policies and procedures, applicable laws and regulations, and this Code, such as improper gifts, bribes or kickbacks, falsification or destruction of information, health care billing concerns, conflicts of interest and misuse of Antidote’s funds or property.

Obligation to Report

It is your duty to maintain the highest level of integrity and accountability by reporting to a supervisor, senior management, the Compliance Department, the Legal Department or the Compliance Hotline of any suspected or actual violation of Antidote’s policies and procedures, applicable laws and regulations or this Code. Self-reporting is encouraged, and although self-reporting does not exempt or insulate employees from corrective action, it may be taken into consideration in determining what, if any,

corrective action is appropriate. Failing to report puts both you and Antidote at risk. Bottom line: if you see something, say something.

Non-Retaliation

We are all expected to raise issues or concerns in good faith and should do so without fear of retaliation. Antidote makes every effort to maintain the confidentiality and anonymity (where permitted by law) of any individual who reports concerns. Antidote does not tolerate any form of retaliation against anyone who makes a report in good faith or assists with an investigation. Retaliation is an adverse action, such as

pay reduction, demotion, termination, intimidation, or threat against an individual for engaging in a protected activity (e.g., raising a good-faith compliance concern).

Internal Investigations

Antidote fully investigates reported concerns promptly and confidentially. All internal investigations are conducted impartially and without predetermined conclusions. We are all expected to cooperate fully with investigations and any corrective action that is recommended as a result of the investigation’s findings.

Responding to External Investigations

Antidote is committed to appropriately responding to, and not interfering with, any lawful government inquiry, audit, or investigation. We will be forthright in our dealings with government officials or employees who are responsible for administering and enforcing the law.

Member Confidentiality

Antidote recognizes the sensitive nature of each Member’s Protected Health Information (“PHI”). We maintain member privacy in accordance with all applicable privacy and data laws including the U.S. Health Insurance Portability and Accountability Act of 1996 (HIPAA), its subsequent amendments and all other applicable laws and regulations governing patient privacy and security in countries where Antidote conducts business. We respect and protect confidential information about our members and patients through our commitment to these privacy principles.

Business Relationships

We treat our business partners, vendors and other third parties with integrity and respect. We select business partners and vendors based on objective criteria, including quality, price, and service. We make partnering decisions based on the supplier’s ability to meet our needs. Depending on local laws and proposed business activities, Antidote may screen or conduct appropriate due diligence on our business partners, vendors and other third parties, including to determine if they have been sanctioned by any government entity or are excluded from participation in government programs.

Antidote Business Relationships

Antidote partners and works with physicians, health care providers, vendors, and other third parties who comply with Antidote’s policies and procedures, applicable laws and regulations and this Code. Failure to comply with these requirements may result in serious consequences for employees, physicians, health care providers, vendors, other third parties, and Antidote.

Our business contracts address legal requirements governing the arrangement and, where appropriate, set forth expectations regarding compliance with applicable Antidote policies, laws and regulations and this Code.

We accept and provide patient referrals and admissions based on patients’ medical needs and our and other providers ability to render the needed services. We do not directly or indirectly give, offer, solicit, or accept anything of value in exchange for patient referrals.

Patient Relationships

We avoid entering relationships with patients that could result in an actual or potential conflict of interest. Our patients should not think they will receive better or worse care if they have an outside relationship with their providers at Antidote. We are committed to having open, professional relationships with our patients.

Business Courtesies

Due to regulatory concerns, Antidote exchanges business courtesies with our business partners only in limited circumstances. We never use gifts or other incentives to improperly influence relationships or business outcomes. We never offer, give, solicit, or receive any form of bribe, kickback, or improper inducement.

Governments have strict laws and regulations regarding business courtesies. We do not provide any items of value except in limited circumstances permitted by Antidote policies and procedures and local laws and regulations.

Outside Employment

Outside employment must not interfere with our duties at Antidote. This may include employment or other arrangements with Antidote business partners, vendors, contractors, patients, competitors, physicians, or other referral sources, governments, or other third parties. An Antidote employee’s outside employment must not limit their ability to fully perform their duties at Antidote. Employees must disclose and discuss with their supervisors all outside jobs, relationships, or transactions that may create a conflict of interest and report to the Compliance Department in accordance with policies and procedures.

Business Opportunities

Business opportunities discovered through our work at Antidote belong to Antidote. We owe a duty to Antidote to advance its legitimate business interests. Employees are prohibited from using Antidote’s confidential or proprietary information for personal use or gain.

Friends and Relatives

We should not participate in an existing or potential Antidote decision involving someone with whom we have a personal relationship that could impair objectivity when making business decisions. An employee’s close relationship with an Antidote business partner, vendor, contractor, patient, competitor, physician or other referral source, government official or employee or other third party does not automatically mean there is a conflict of interest. However, because these situations present the possibility of a conflict of interest, you should always discuss with your supervisor or the Compliance Department, following the specific guidance for your country.

Equal Employment Opportunity

We are committed to providing a workplace that is diverse and free from improper discrimination. We hire and promote employees based on their ability to demonstrate excellence in their work and dedication to meeting our patients’ needs or our business needs. Our interactions with one another should always be fair, objective, and professional. Each of us is responsible for supporting fair employment values by complying with applicable labor and employment laws, including anti-discrimination laws. We will make reasonable accommodations for individuals with physical or mental disabilities, in accordance with applicable laws. If you have questions or concerns about unlawful discrimination or harassment in the workplace, bring your issues to your supervisor or the Legal Department.

Legal Employment

We comply with local laws applicable to our business. We must maintain all credentials, licenses and certifications that are necessary to perform our jobs. Employees in positions that require professional licenses, certifications, or other credentials are responsible for keeping them current and active. Where permitted by each country’s laws, Antidote has implemented screening procedures to identify individuals that governments have publicly sanctioned or excluded from participation in government programs. These procedures include checks of publicly available databases such as the U.S. Department of Health and Human Services Office of Inspector General (OIG) list of excluded individuals and entities, Office of Foreign Asset Control (OFAC) specifically designated nationals and blocked persons lists and General Services Administration’s (GSA) System for Award Management (SAM). If you become aware that you or any other employee is, or may be, sanctioned or excluded from any government program, you must immediately notify the Compliance Department.

Drugs and Alcohol

To protect our members, patients, employees, business partners, vendors and others, Antidote is committed to a drug-free workplace and employing a drug-free workforce. The use of drugs that are illegal under federal law, or misuse of prescribed drugs or alcohol by employees, is inconsistent with the commitment of Antidote to provide a safe, healthy, secure, and productive environment for our employees, members, and patients. In special instances, alcohol may be served at Antidote-sponsored events, where permitted by law and culturally appropriate. Each of us should use good judgment when deciding to consume alcohol in social situations and will be held personally accountable for our actions and decisions. An employee with problems involving drugs or alcohol is strongly encouraged to seek help from appropriate internal and external resources.

Harassment

We should all feel safe and welcome while we are at Antidote. Therefore, Antidote will not tolerate any form of unlawful discrimination or harassment, including sexual harassment, in the workplace. Anyone who experiences or observes unlawful harassment should immediately report the incident to a supervisor or the Legal Department. Similarly, supervisors who learn of any alleged incident or concern of unlawful harassment should immediately report it to the Legal Department. The Legal Department will promptly and thoroughly investigate any complaints and take appropriate action.

Health and Safety

Each of us needs to do our part to keep our centers and business offices clean and well-functioning. We follow the health and safety policies and procedures that are designed to ensure we are meeting all applicable laws and regulations as they apply to our workplace. If we witness an injury, accident, or dangerous situation, we must immediately report it to our supervisor so immediate action can be taken to resolve the issue. Providing a healthy and safe environment extends beyond member and patient care into our communities. Our centers and business offices are part of our larger communities, and we are committed to their continued health as well. We are committed to conserving resources and reducing our ecological footprint by complying with environmental laws. Antidote does not tolerate violence or threats of violence.

Proper Coding, Billing and Patient Accounting

Antidote documents member and patient care accurately, completely and in a timely manner. Medical records are written evidence of the care we deliver to our members and patients. We educate our employees and work diligently to prevent knowingly creating records that contain any false or misleading information.

The claims we submit for payment or approval must be accurate and contain properly documented information. We bill only for goods or services that we have provided. Antidote has implemented a process designed to identify mistakes in claims or reimbursements and make timely refunds.

Records Retention

We are committed to maintaining thorough and accurate records. We maintain documents as required by Antidote policies and procedures and applicable laws and regulations. We do not destroy documents or recommend their destruction for any improper reason.

Accurate Financial Records

Our financial records serve as a basis for managing our business. Maintaining accurate, complete, and truthful financial records is crucial to meeting our obligations to our stakeholders, including investors, business partners, vendors, members, patients, and employees, and directly impacts our compliance with financial, legal and other regulatory reporting requirements. To that end, we maintain a system of internal controls to provide reasonable assurances that all transactions are executed and recorded in a proper manner. In addition, all financial information must reflect actual transactions and conform to industry standards, and we must never falsify or improperly alter information in any records, reports, or other documents.

Protection and Proper Use of Antidote Assets

Each of us must protect Antidote assets and ensure their authorized and efficient use. Antidote assets are anything Antidote provides us to do our job, including technology, trade secrets and clinical items. Theft, carelessness, and waste directly impact our profitability and carbon footprint. We use Antidote assets solely for business purposes. Everyone is responsible for protecting Antidote’s intellectual property and business information, even if we leave the Antidote. Intellectual property and business information is information that may not currently be known by the public or information about Antidote’s trade secrets or business plans. As with confidential employee, member, and patient information, we may share intellectual property and business information with other employees, business partners, vendors, contractors or third parties only when it is required for business purposes, and where applicable, agreements outlining appropriate use and disclosure of information are in place.

External Communication

Employees must be extremely careful about disclosing company information. We never disclose any confidential information without authorization. It may be inappropriate to post our opinions or information about Antidote on the Internet, even if the information is not confidential. Our comments to an external audience may be attributed to Antidote, even if we did not intend that to be the case. Any statements to the media must be explicitly authorized by Antidote’s Marketing and Legal Departments.

Insider Trading

We may never use non-public information about Antidote, or acquired through our work for Antidote, for personal gain. In the course of our day-to-day work, we may learn information about Antidote or a publicly traded business partner, vendor or other third party that is not yet available to the general public. The use of such nonpublic, or “insider,” information for purposes of securities trading is strictly prohibited under Antidote policy and procedures and may be a violation of U.S. securities laws.

Social Media Sites

We are the face of Antidote and should conduct ourselves accordingly when we discuss Antidote, including on social media. Employees must follow Antidote policies regarding use of social media and may not speak on behalf of Antidote on social media without prior written permission. We comply with all copyright, trademark, fair use and financial disclosure laws. The Marketing Department manages Antidote’s U.S. social media channels.

Antitrust Laws

We strive to comply with antitrust laws in all our dealings with competitors and customers. Antitrust laws and other laws governing competition are designed to promote and protect free, open, and fair competition. These laws apply to conduct at all levels of an organization.

Generally, antitrust laws prohibit:

• Agreements or actions among competitors that unreasonably restrain trade or are inconsistent with concepts of free, open, and fair competition, including agreements concerning bids, prices, terms and conditions of sale, or customers;
• Abuses of market power;
• The unlawful exchange of confidential or proprietary business information with competitors; and
• Transactions that may substantially lessen competition or tend to create a monopoly, create a dominant position in the market or allow for abuses of market power through unfair methods of competition, as opposed to competition on the merits.
  

Antidote is committed to achieving success by free, open, and fair competition. Employees should discuss any concerns regarding a particular action or arrangement and the applicability of the antitrust laws with the Legal Department.

Anti-Corruption and Anti-Bribery Laws

When Antidote conducts business internationally, we comply with the U.S. Foreign Corrupt Practices Act (FCPA) and the anti-corruption and anti-bribery laws of the countries in which we do business.

In general, anti-corruption and anti-bribery laws are based on these three principles:

1. Prohibition of bribes to government officials and employees;
2. Prohibition of bribes to individuals associated with non-government entities (“private” or “commercial” bribery); and
3. Obligation to maintain accurate books, records, and accounting systems and proper internal accounting controls.
   

Antidote does not directly or indirectly give, offer or promise anything of value to any government official or employee or other person or entity, with the intent to obtain or retain business or secure an unfair business advantage.

Antidote’s business partners, vendors and other third parties are also prohibited from giving, offering, or promising anything of value to any individual in violation of the FCPA or other anti-corruption or anti-bribery laws. All payments made on behalf of Antidote must have accurate, and complete written documentation regarding the purpose of the payment. Antidote does not solicit or accept anything of value from any person or entity seeking, entering or conducting a business transaction with Antidote that may compromise or appear to compromise our business decisions.

Anti-Kickback Laws

Antidote conducts business dealings with physicians and other referral sources in accordance with local laws and regulations, including anti-kickback laws. In the United States, anti-kickback laws generally prohibit providing anything of value to induce or reward patient referrals or the generation of business involving any item or services that is paid for by a state or federal health care program like Medicare or Medicaid. Antidote’s policy prohibits improperly accepting, soliciting, or providing kickbacks of any kind. We are all responsible for complying with Antidote’s anti-kickback policies and all anti-kickback laws that apply to our business.

Patient Inducement Prohibition Laws

Antidote provides high-quality patient care and support to all our patients with the hope that they continue to choose Antidote to provide their care. In accordance with U.S. federal law, we do not provide financial incentives or gifts to patients for the purpose of influencing the patient’s decision to receive treatment with Antidote. In the United States, the beneficiary inducement provisions of the Civil Monetary Penalty Law prohibit any person from offering anything of value to Medicare or Medicaid beneficiaries that are likely to influence the selection of a particular provider.

The False Claims Act (FCA)

The prevention and detection of fraud, waste, and abuse is at the heart of Antidote’s compliance program. We educate employees and applicable business partners on the prevention of fraud, waste, and abuse via policies, procedures, and training including information regarding the U.S. False Claims Act (FCA). The FCA is one of several laws the United States federal government has implemented to prevent and penalize fraud, waste, and abuse in federal health care programs. In accordance with the law and our policies, Antidote never knowingly presents, or causes to be presented, a false or fraudulent claim, or knowingly and improperly retains any government overpayment. Antidote has developed policies and procedures that are designed to detect and prevent fraud, waste, and abuse and comply with the FCA.

Marketing and Advertising Practices

Antidote practices honest, straightforward, and non-deceptive marketing. Consistent with laws and regulations, we may use marketing and advertising activities to educate the public, increase awareness of our services, and recruit employees.