EXHIBIT 14.1
LIGAND PHARMACEUTICALS INCORPORATED
CODE OF CONDUCT AND
ETHICS POLICY
Letter from Ligand's Chairman, President & CEO
High Standards of Ethics - Essential to our Success
Obeying the Law
Competition
Conflicts of Interest
Disclosure
Government Contracts
Payments to Government Personnel
Kickbacks and Gratuities
Maintaining Accurate & Complete Records
Political Contributions
Help Is Available For Maintaining Ligand's Standards
How We Answer Ethical Questions at Ligand
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TO OUR EMPLOYEES:
Good ethics are good business.
That is not only our profound belief, but it represents a pledge of conduct.
Integrity in every aspect of the way we manage and conduct the business of
Ligand is a key element in our corporate culture. We do not want anyone to
compromise sound standards of ethical behavior even if this action is based upon
a sincere belief that such action might actually help us improve our financial
performance. We place a high value on honesty, fair dealing and ethical business
practices.
In 2001, we adopted a set of core values which are central to how we carry out
our roles and responsibilities in this company. This policy formalizes our
commitment to a number of those values, especially the highest standards of
integrity, respect and accountability. It commits us to conducting business
according to high ethical standards and the laws of all the countries in which
we operate around the world.
This policy is designed to help you understand what Ligand expects of you. It
does not cover every ethical issue, but the basics are here to help your general
understanding. In addition, to help resolve ethical questions not covered in the
brochure, we have developed a procedure, which begins on page 13. We know it
helps people make the right decisions.
If a potential course of action seems questionable, seek guidance. We encourage
open communications regarding any possible violation of Ligand's ethical
principles and business practices.
We clearly want you to be sensitive to situations that could result in illegal,
unethical or improper actions. You also should be alert to activities that even
LOOK improper.
Ligand's reputation is in the hands of all of us. Let us continue to demonstrate
integrity and honesty, a hallmark of the way Ligand's people conduct company
business.
David E. Robinson
Chairman, President and Chief Executive Officer
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HIGH STANDARDS OF ETHICS ARE
ESSENTIAL TO OUR SUCCESS
This policy covers a wide range of business practices and procedures that flow
from the company's commitment to ethical business conduct. All Ligand employees
must conduct themselves accordingly. To help us avoid even THE APPEARANCE of
improper behavior, many of our standards go beyond legal requirements.
Specifically addressed are:
o obeying the law,
o competition,
o conflicts of interest,
o disclosure
o government contracts,
o payments to government personnel,
o kickbacks and gratuities,
o maintaining accurate & complete records, and
o political contributions.
Each of us must become informed enough about these practices to know either the
right way to act, or when we must consult with supervisors and management.
Ligand views seriously its commitment to ethical business conduct. The company
will take disciplinary action against those who violate its ethics standards.
Government business requires strict adherence to our standards of ethics, which
includes the need to comply with special government regulations. If you are
working on government business, pay special attention to these requirements.
IF YOU ARE IN A SITUATION WHICH YOU BELIEVE MAY BE IN VIOLATION OF LIGAND
POLICY, FOLLOW THE GUIDELINES TO ACTION ON PAGE 13 OF THIS POLICY.
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OBEYING THE LAW
THE FOUNDATION ON WHICH LIGAND'S ETHICAL STANDARDS ARE BUILT IS OBEYING THE LAW.
We respect and obey the laws of the cities, states and countries where we
operate. Although everyone is not expected to know the details of those laws, it
is important for us to know enough to determine when we must get advice from
supervisors or management. Obeying the law includes obeying the rules and
regulations that are made by government agencies under the authority of law
(e.g. FDA & SEC rules and regulations).
Fraud and theft are two important examples of illegal conduct that are not
tolerated at Ligand. These include embezzlement or misappropriation of the
property or funds of the company, its employees, suppliers or customers.
Another critical area of complying with the law in a business setting is record
keeping and record retention. See below under "Maintaining Accurate and Complete
Records"
COMPETITION
WE RESPECT THE RIGHTS OF COMPETITORS, CUSTOMERS AND SUPPLIERS.
We are fair and honest. The only competitive advantages we seek are those gained
through superior value creation, e.g. in our research, development,
manufacturing and marketing. It is our intention to win business through
excellent products and services, never through unethical or illegal business
practices.
Good customer relationships are based on integrity and trust. It is against
Ligand policy to engage in unethical or illegal activity to win or keep
business. Don't lie or mislead people. All information we provide about our
products and services, and the products and services of others should be
correct. We do not engage in unfair competition or deceptive practices. We do
not discuss or agree with competitors on prices or other terms that are offered
to customers.
Basic honesty is the key to ethical behavior. Trustworthiness in the marketplace
is essential to building solid and lasting relationships with either commercial
or government customers.
SUPPLIERS
Many of us are involved with suppliers even though we are not in the Purchasing
Department. For example, you may be involved in generating a list of approved
suppliers. Or you may decide which suppliers meet or exceed our quality
standards. You may send out artwork or printing, recommending preferred sources.
Or you may select freight carriers, travel providers or software vendors.
Whenever you are involved with our suppliers, it is important to be objective
and fair.
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Always employ professional business practices in selecting sources, in
negotiations, in awarding business and in the administration of purchasing
activities. The best approach is to be friendly, but strictly business-oriented.
In deciding among competing suppliers, it's important to be impartial. The
decision to place a supplier on a bidding list should be based on:
o product or service quality,
o technology,
o level of service,
o price,
o financial stability, and
o reliability.
Ultimately, the best interests of all concerned are served when Ligand and its
suppliers derive mutual benefit from relationships. The way to ensure this is to
conduct business fairly, impartially and honestly.
SUCCESSFUL COMPETITION REQUIRES HIGH QUALITY.
Quality is the cornerstone of our commitment to our customers and is essential
to our ability to compete. Ligand is committed to total quality leadership,
including producing high quality products and services. Make quality a high
priority in your daily work. It is an important part of individual integrity.
Quality goes beyond ethical considerations and encompasses all of our efforts to
serve our customers. It focuses on the continuous improvement of ALL our
processes, so that faults are prevented before they occur. In the context of
ethics, however, quality definitely requires that Ligand products and services
be designed and manufactured to meet our obligations to customers. That includes
making sure that all inspection and testing documents are complete, accurate,
truthful and handled properly.
As a corporation, we are committed to providing our customers with quality
products and service. Individual dedication to excellence permits us to honor
that commitment.
CONFLICTS OF INTEREST
WE EXPECT LIGAND EMPLOYEES TO AVOID ANY ASSOCIATION WHICH MIGHT CONFLICT WITH
THEIR LOYALTY TO THE COMPANY OR COMPROMISE THEIR JUDGMENT.
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There is a conflict of interest when a person's private interests and his or her
business responsibilities are at odds. It may help to ask yourself these
questions:
o Are you sure that your job-related decisions are made on sound
business principles?
o Have you permitted your personal interests to influence your Ligand
business decisions?
It's extremely important to avoid actions that could even APPEAR to be
influenced by personal interests.
In most circumstances, it is a conflict of interest for a Ligand employee to
work simultaneously for a competitor, supplier or customer. You may not market
products or services in competition with Ligand. You are not allowed to work for
a competitor, whether as an employee, consultant or board member, without prior
written authorization from your supervisor or his/her supervisor. The best
policy is to avoid any direct or indirect employment, or other business
connection, with our competitors, suppliers or customers. This is an extremely
sensitive area. Check carefully before acting.
Although it may not be a conflict of interest, for many employees it is often
inappropriate to have a "moonlighting" job, either in a business you own, or one
owned by another. If you are contemplating additional outside duties, discuss
the situation thoroughly with your supervisor first.
In no event should company equipment be used for non-company business, although
incidental personal use may be permitted at your facility.
Another area of potential conflict is "inside information." Employees who have
access to material, confidential information as part of their job are NOT
permitted to trade Ligand stock or other Ligand securities, nor may they share
that information for stock trading purposes or otherwise. To use such material
non-public information for financial benefit not only is unethical, it is also
illegal. Refer to our policy on insider trading (CP-LAW-001) for more detailed
information.
Actual conflict of interest need not be present for a problem to arise. Its mere
appearance must be avoided. Conflict of interest can arise innocently because of
circumstances alone, without deliberate action on the part of an individual. For
example, if a plant manager's brother buys a janitorial service which does work
for the plant, it may appear that the plant manager is favoring his brother's
firm over its competitors. The best course of action here would be for the plant
to switch to a different janitorial service to avoid even the APPEARANCE of a
conflict of interest.
Conflicts of interest are sometimes not clear-cut and can arise in a number of
different circumstances. Additional discussion of potential conflicts of
interest can be found in the Ligand Employee Handbook, but neither the above
discussion nor the Handbook covers all potential areas of conflict. Correct
action may require consultation with higher levels of management. So, BEFORE you
act, it is especially important to discuss areas of concern with your supervisor
and/or his/her supervisor.
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LOYALTY TO LIGAND ALSO REQUIRES THAT EMPLOYEES HELP PRESERVE LIGAND'S ASSETS.
"Assets" includes physical items AND proprietary information. Proprietary
information needs to be handled carefully. This includes:
o patents,
o trademarks,
o trade secrets, and
o copyrights.
Proprietary information also includes:
o business, marketing and service plans,
o research, development and manufacturing ideas,
o designs and chemical structures,
o internal databases,
o personnel records,
o salary information, and
o unpublished financial data and reports.
Any unauthorized use or disclosure of these types of information would violate
Ligand standards and the Proprietary Information and Inventions Agreement that
you signed when you joined the company. In addition, misappropriating or using
the proprietary information of others without their permission is also a
violation of our policy. These misuses of Ligand or third party proprietary
information could also be illegal, and could bring civil and even criminal
penalties.
All of us should make sure that Ligand property under our control is properly
used only for the company's legitimate business purposes, employing adequate
controls and safeguards. Sensitive information should be stored and protected,
and only made available on a need-to-know basis, precluding unauthorized access,
use or removal. This includes adequate controls over remote access to Ligand's
systems and databases.
Preserving Ligand assets depends upon a strong sense of ethics by the
individuals to whose care they are entrusted.
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IF YOU HAVE QUESTIONS ABOUT YOUR ETHICAL RESPONSIBILITIES IN THIS AREA, FOLLOW
THE GUIDELINES TO ACTION RECOMMENDED BELOW UNDER THE HEADING "HOW WE ANSWER
ETHICAL QUESTIONS AT LIGAND." ALSO REFER TO THE PHARMACEUTICAL RESEARCH AND
MANUFACTURERS OF AMERICA (PHRMA) CODE ON INTERACTIONS WITH HEALTHCARE
PROFESSIONALS, WHICH IS LIGAND POLICY, FOR GUIDANCE ON CUSTOMER INTERACTIONS.
DISCLOSURE
WE PROVIDE FULL, FAIR, ACCURATE, TIMELY AND CLEAR DISCLOSURE TO GOVERNMENT
AGENCIES AND THE PUBLIC
Ligand adheres to the principles announced in BIO's Guidelines for Corporate
Communications. Specifically, the company and its employees will:
o Comply with local, state and federal securities laws and regulations
regarding the disclosure of company information;
o Provide full and fair disclosure that is balanced and consistent;
o Strive to provide clear, accurate and complete information in our
public communications;
o Include "fair balance" in our communications about products;
o Provide public updates on material events as soon as practical after
the event occurs.
GOVERNMENT CONTRACTS
Ligand's business includes direct and indirect contractual relationships with
national, state and local governments. We must take care to comply with the
special laws, rules and regulations which govern contracts with government
agencies.
These laws and regulations may require evidence that detailed rules have, in
fact, been followed. They are very strict relating to the use and safeguarding
of government property and classified data in our possession.
If your job involves business with the government, you must know the rules
applicable to your job. If you are in doubt, don't make the mistake of
interpreting rules by yourself. Discuss the matter with your supervisor or, if
appropriate, the Legal Department.
On any government-related projects, be particularly alert to soliciting,
accepting or possessing classified information for which you are not authorized.
Simply put, don't do it. If you are authorized to have access to classified
information, know and follow the rules for handling such information to the
letter.
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In many areas of business practice, the U.S. government has determined special
rules of behavior which may be different from acceptable commercial practices.
Marketing, accounting, record keeping, purchasing and quality - among other
areas - require special attention. Some examples requiring absolute adherence to
specific rules are:
o accounting for costs,
o proposal and bidding procedures,
o pricing,
o discussing potential employment with U.S. Government procurement
officials,
o maintenance of time records, and
o compliance with contract obligations.
PAYMENTS TO GOVERNMENT PERSONNEL
We do not make illegal payments to government officials. In the case of U.S.
federal government employees, our policy requires strict adherence to the
government rules on business gratuities which may be accepted by government
personnel. The promise, offer or delivery to an official or employee of the U.S.
government of a gift, favor or other gratuity in violation of these rules would
not only violate Ligand policy; it also could be a criminal offense.
It is clear that you must take special care when working with U.S. government
employees. And you should investigate whether there are regulations imposed upon
other customers you serve - employees of state, local or national governments
and representatives from the commercial sector. Awareness will help you avoid
inappropriate and possibly illegal situations.
Obviously, relatives or close friends employed by government agencies may be
entertained socially at your own expense. But care should be taken so that the
entertainment is personal and is perceived as personal, and in no way can be
viewed as related to Ligand business.
In other countries, however, practices may vary. You must be careful to know the
local country laws governing payment to government personnel. Nominal gratuities
for lower-level government personnel, to facilitate routine transactions, are
permissible in certain countries where they are customary, lawful and do not
give the impression that Ligand is acting in an unethical manner. However, the
Foreign Corrupt Practices Act generally forbids giving anything of value to
foreign government officials or foreign political candidates in order to obtain
or retain business. It is therefore important to discuss these types of payments
in advance with your supervisor to make sure the company's ethical standards are
maintained and the law is followed.
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KICKBACKS AND GRATUITIES
WE DO NOT OFFER OR ACCEPT KICKBACKS OR BRIBES, OR GIFTS OF SUBSTANTIAL VALUE.
They are strictly forbidden. They subvert competition and corrupt those
involved.
The purpose of business entertainment and gifts in a commercial or industrial
setting is to create good will and sound working relationships.
Their purpose is not to gain special advantage with customers. You have crossed
the line into unethical behavior when your actions unduly influence recipients,
make them feel obligated to pay Ligand back or violate their own standards of
conduct. It is your duty to exercise good judgment and to ACT WITH MODERATION in
offering or accepting entertainment or gratuities.
Practices in offering and accepting business gratuities vary among the markets
we serve. With most commercial and industrial customers, reasonable
entertainment and gratuities are customary. In this regard, Ligand has adopted
as its policy the PhRMA Code. It is important, however, to also observe a
customer's regulations regarding gratuities. Never offer to anyone something
that you know he or she is prohibited from receiving.
Practices in offering and accepting business gratuities also may vary among the
countries in which we operate. At times, the offering of nominal payments to
facilitate routine transactions may be permissible. Since this is a difficult
area, and highly sensitive to our reputation, it is imperative that managers
consult with their chain of command in advance to insure that such payments are
customary, nominal and do not give the impression that Ligand is unethical. In
general, such entertainment, gratuities including gifts or promotional items
should have a value of $100 or less. See the PhRMA Code for additional guidance
on items given to healthcare professionals.
Gifts to Ligand personnel from our suppliers and vendors are not encouraged.
Generally, modest gifts whose value is less than $100 may be acceptable but
should, where practical, be made available for company use. For example, if you
receive a gift basket from a vendor, you should make it available to others in
your area. Gifts in excess of $100 in most cases must be turned over to Ligand
for its use or returned; this includes, e.g., travel vouchers or other travel
gifts whose aggregate value is more than $100.
Likewise, entertainment for or by customers or vendors should be carefully
considered. Entertainment is an acceptable part of business so long as it is
modest, incidental to legitimate business interactions and does not create the
appearance of an inducement to transact business. See the PhRMA Code for
specific guidance with respect to customers.
Consultation is critical. Please discuss your plans and actions with your
supervisor any time you have a question about what is appropriate. When in
doubt, don't do it until you know it's okay. Our marketing activities must not
entice representatives of customers to place their own personal interests above
those of the organizations they represent. In commercial business areas, for
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example, it would violate company policy to give an expensive gift to a contact
at a customer company even if the budget can handle it.
MAINTAINING ACCURATE AND CORRECT RECORDS
ACCURATE RECORD-KEEPING IS ESSENTIAL TO OUR BUSINESS AND OUR ETHICAL STANDARDS.
While only a few of us maintain accounting records, many Ligand employees help
keep the company's records. For certain Ligand businesses, the data from a time
card may become the basis for charges to customers. Specific rules apply. Be
accurate! Only the true and actual number of hours worked must be reported.
Never shift costs to other customers or inappropriate work order numbers - this
is strictly prohibited.
Many employees regularly use business expense accounts, commonly called "Travel
and Entertainment" expenses. These expenses must be documented and recorded
accurately. If you are not sure whether a potential expense is a legitimate
business expense, the correct approach is to ask your supervisor or the
controller. Rules and guidelines are available from the Finance Department
Employees in the Accounting Department, or others who keep the company's
official records, have an added professional responsibility.
They must maintain Ligand books, records, accounts and financial statements in a
manner which is both accurate and auditable. It is against Ligand policy to make
entries that intentionally conceal or disguise the true nature of any
transaction. No funds or accounts should be kept for purposes not fully and
accurately disclosed. Unrecorded or "off the books" funds or assets should not
be kept for any purpose.
Each of us must be certain that the records we keep are accurate and maintained
according to all applicable laws and regulations. If you have reason to believe
that some aspect of Ligand record-keeping is not being conducted properly, talk
to your supervisor or follow the guidelines to action starting on page 13 of
this policy.
We only destroy or discard documents in accordance with the law and company
policy. Among other things, this means that relevant documents may not be
altered, destroyed or discarded when we have reason to believe they will be
requested by a court, administrative agency or other government authority or
when we are aware that they are relevant to a government investigation.
POLITICAL CONTRIBUTIONS
Our policy discourages company contributions to political candidates even where
such contributions are lawful. Any Ligand contributions in connection with
elections are made to political action committees in accordance with the law and
only when approved by senior
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management. We encourage individual employees to be involved in the political
process, however, and to make personal contributions as they see fit.
Good citizenship is fostered by taking part in activities on a local, regional
state or national level and expressing personal views on government, legislation
and other matters of public interest. When we speak out on public issues, we
must take care not to give the appearance of acting on Ligand's behalf unless
authorized to do so. For example, if you decide to write to your government
representatives, you should do so on your own stationery. You may not write
letters regarding political issues or campaigns on company letterhead. Any
Company statements on political issues will be issued by Government Affairs or
the Chief Executive Officer.
In addition, Ligand employees may not allow personal political efforts to
infringe on their normal workday commitments to Ligand. Ligand's facilities and
equipment may not be used for personal political purposes.
United States Federal law prohibits corporations from making contributions to
candidates running for Federal office. Although some state and local governments
allow corporations to make political contributions within the state we only make
such contributions after careful compliance review and approval by senior
management. The following activities present special issues and are prohibited
except when reviewed and authorized in advance by senior management through the
Government Affairs Department or the Chief Executive Officer.
o the purchase of a subscription to or advertising in any type of
political publication;
o the use of company cars or other Ligand property by political
organizations, candidates or their staffs in connection with a
political campaign;
o the use of corporate funds to purchase seats or tables at political
dinners and political fund-raising events; and
o the use of Ligand's name in political or campaign literature.
HELP IS AVAILABLE FOR MAINTAINING LIGAND'S STANDARDS
As Ligand employees, we have a tremendous responsibility to sustain Ligand's
reputation as an ethical company. Continued honesty and integrity are vitally
important. Let us do our best each day to maintain our standards. In doing so,
we will contribute immensely to Ligand's success.
Ligand policies and practices are based heavily on trust and respect for the
individual. And we understand that ethical business conduct depends upon the
cooperation and full support of all.
If you have questions about ethics, follow the guidelines to action recommended
below. If you are unsure of what to do in any situation, seek guidance BEFORE
YOU ACT.
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HOW WE ANSWER ETHICS QUESTIONS AT LIGAND
With some ethics issues it is easy to know right from wrong. If the question
involves a matter of law, our course is clear and unambiguous we follow the law.
But often the questions are not so clear-cut. They present us with difficult
choices. It is impossible to prepare in advance for all possible problems. So,
the best course of action is to understand the WAY to solve such problems.
These are the steps to keep in mind:
1. GET ALL THE FACTS.
It is difficult enough to find answers WITH the facts; it is impossible to reach
intelligent solutions without them.
2. ASK YOURSELF: WHAT SPECIFICALLY AM I BEING ASKED TO DO?
It should enable you to bring into sharp focus the specific questions you are
faced with, and what alternatives you may have.
3. CLARIFY YOUR RESPONSIBILITY.
Most situations we face involve shared responsibility. Are all the other parties
informed? By getting others involved, and airing the problem, a good course of
action usually begins to come to light.
4. IS IT FAIR?
When the problem is not a clear-cut matter of law or company policy, this simple
question is often a useful guide. And if a course of action seems unfair,
examine why it seems unfair and who specifically, may be wronged. Is it our
customer? Ligand interests? Other employees? In many cases, the best course for
ethical purposes is also the one that seems fairest to all concerned.
5. DISCUSS THE PROBLEM WITH YOUR SUPERVISOR.
This is basic guidance for most situations, and should be considered during any
of the above steps. In most cases, your supervisor will have a broader
perspective than you do, and will appreciate being brought into the
decision-making process before it's too late. Supervisors have a prime
responsibility to help you solve problems. In the rare case where it may not be
appropriate to discuss an ethics issue with your supervisor, you may discuss it
with his or her supervisor or the Head of Human Resources.
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6. SUPERVISORS SHOULD, AS APPROPRIATE, REFER QUESTIONS TO OR SEEK GUIDANCE
FROM THEIR SUPERVISOR OR THE DEPARTMENT HEAD.
7. VIOLATIONS MUST BE REPORTED IMMEDIATELY
Accountability is one of the cornerstones of ethical organizations. Suspected
violations of this Code are to be reported immediately to your supervisor or
his/her supervisor. Retaliation for making a report or raising questions, as
long as they are done in good faith, is prohibited. Conversely, knowingly making
a false report is a violation of this policy.
Violations of this policy (including intentional failure to report violations or
to take reasonable, good faith action after receiving a report of a violation)
may result in disciplinary action, up to and including immediate termination.
Further, any apparent violations of law may be reported to law enforcement by
the company.
NOTE ALSO THAT THE COMPANY HAS A SEPARATE POLICY FOR REPORTING CERTAIN
ACCOUNTING AND AUDITING MATTERS (CP-FIN-___). SUCH MATTERS MAY ALSO BE REPORTED
USING THE PROCEDURE DESCRIBED IN THAT POLICY.
If your situation requires that your identity be kept secret, your anonymity
will be protected. If you are unsure of what to do in any situation, seek
guidance BEFORE YOU ACT
ADMINISTRATION & AMENDMENT
This policy is in no way intended to modify the at-will nature of your
employment with the Company. Except as provided below, the Management Committee
in its sole discretion shall interpret and administer this policy. This policy
may not be amended or supplemented except in writing and with the express
approval of the Board of Directors or, if the change(s) are immaterial or do not
affect corporate officers, the Management Committee.
Amendments or waivers to this policy which affect corporate officers must be
approved by the Board and reported on form 8-K as required by SEC regulations.
Employees may not rely on any oral statements that are inconsistent with this
written policy, nor which purport to change or add to it.
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