Legal Information

Ethics and Business Conduct Policy

Introduction

Unigene is committed to maintaining high professional standards in all of its global business functions. Unigene seeks to act in conformity with these standards within the community of its employees; with its customers, vendors and collaborators; and in its actions as a corporate citizen. As such, Unigene adopts this Ethics and Business Conduct Policy. The foundation of the Policy is that each employee will conduct business with integrity, in compliance with applicable laws, and in a manner that excludes considerations of personal advantage.

Purpose

In order to assist the employees and directors (the “Employees”) of Unigene Laboratories, Inc. (“Unigene” or the “Company”) in areas in which Unigene has specific policies concerning the ethical conduct of its business, Unigene has established this Ethics and Business Conduct Policy (the “Policy”). Unigene expects the Employees and those with whom Unigene does business to adhere to the Policy. The Policy outlines the broad principles of legal and ethical business conduct embraced by Unigene. It is not a complete list of legal or ethical questions an Employee might face in the course of business, and therefore, this Policy must be applied using common sense and good judgment.

Legal Compliance

The Policy applies to all Employees, and is a condition of employment and service as a director, as applicable. Unigene is committed to maintaining high standards of business conduct in the U.S. and abroad. Unigene and its Employees are expected to comply with all local laws of the countries in which the company conducts business, applicable international and inter-governmental regulations and all U.S. laws that apply to international activities. Violations of these laws can result in substantial fines, imprisonment and severe restrictions on Unigene’s ability to do business.

Compliance and Reporting Obligations

As a condition of employment, Employees are expected to comply with the Policy. When in doubt, Employees have the responsibility to seek clarification from their manager, or if necessary, from Unigene’s Compliance Officers (listed below) or the Chairman of the Audit Committee.
All reports of violations must ultimately be in writing. Prior to submitting such documentation, the reporting individual should first discuss with the appropriate authorized person (Compliance Officer or the Chairman of the Audit Committee) his or her intention to file such documentation. The authorized person may provide guidance as to the preparation of such documentation.
Violation of the Policy is grounds for disciplinary action up to and including discharge and legal prosecution.
Unigene will not tolerate retaliation for reports made in good faith. Further, Unigene will not retaliate against any Employee for reporting suspected violations of laws, regulations or company policies. This means Unigene will not terminate, demote, transfer to an undesirable assignment, or otherwise discriminate against an Employee for calling attention to suspected illegal or unethical acts. This protection also extends to anyone giving information in relation to an investigation. However, Unigene reserves the right to discipline anyone who knowingly makes a false accusation or provides false information.
In addition, any complaints regarding accounting, internal controls, auditing matters or the Compliance Office itself should be communicated to the Audit Committee of the Unigene Board of Directors by submitting them to the following:

Allen Bloom, Chairman of Audit Committee
Unigene Laboratories, Inc.
110 Little Falls Road
Fairfield, NJ 07004

All information disclosed as required by this policy shall be treated confidentially whenever possible, except to the extent necessary to protect Unigene’s interests.

Insider Trading

Unigene recognizes that insider trading is a crime that can carry severe penalties and that can have severe effects on the confidence of investors in Unigene and other publicly traded corporations.
To eliminate insider trading, Unigene has established an insider trading policy. This policy forbids Employees who are in possession of material inside information relating to Unigene, a supplier, a customer or other business entity from trading in the stock of such company prior to the public disclosure of the inside information.
Compliance with the Insider Trading Policy is a condition of employment for all Employees.

Public Company Reporting

As a public company, it is of critical importance that Unigene’s filings with the United States Securities and Exchange Commission contain full, fair, accurate, timely and understandable disclosure. To that end, an Employee may be called upon to provide necessary information to assure that the Company’s public reports are complete, fair and understandable. Should an Employee be called on to do so, Unigene expects that such Employee will take this responsibility very seriously and to provide prompt and accurate answers to inquiries related to Unigene’s public disclosure requirements.

Antitrust Laws

The purpose of fair competition standards is to ensure full, effective and fair competition and, in particular, to protect consumers from unfair or anti-competitive behavior. It is Unigene’s policy not only to adhere strictly to the fair competition standards that are a matter of law in virtually every country in which it operates, but also to conduct company affairs in accordance with the moral, legal and ethical principles consistent with the spirit of these laws. Employees should avoid taking actions that place either the Employee or Unigene at risk of breaching antitrust laws or regulations.

Foreign Corrupt Practices Act and the Organization for Economic Cooperation and Development

The Foreign Corrupt Practices Act (“FCPA”), the Organization for Economic Cooperation and Development’s (“OECD”) Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (the “OECD Convention”) and ratifying legislation enacted by the signatories to the OECD Convention (collectively the “Laws”) make it a crime to promise or give anything of value to a government official or political party in order to influence that official or party or to obtain or keep business or to obtain any improper advantage. Signatories to the OECD Convention include many countries in which Unigene currently has operations. The Laws make it a crime to make payments to agents, sales representatives or other third parties if the person making such payments has reason to believe the payment will be used for any of the illegal purposes outlined above.

Any action in violation of the Laws is prohibited. Unigene requires full compliance with the Foreign Corrupt Practices Act (FCPA) by all of its Employees, consultants, agents, distributors, and resellers.

Intellectual Property Rights of Others

It is the policy of Unigene to not knowingly infringe the intellectual property rights of third parties. Violation of others’ intellectual property rights may subject both an Employee and the Company to substantial liability, including criminal penalties.

Accounting Standards and Documentation

Ensuring that Unigene’s financial results fairly reflect the results of our operations is of paramount importance to this company and our investors. Unigene has always been, and will continue to be, diligent in maintaining compliance with established financial accounting policies, which are consistent with requirements of Generally Accepted Accounting Principles (GAAP), and for reporting results with objectivity and the highest degree of integrity. Unigene is committed to providing financial information that is transparent, timely, complete, relevant and accurate.
To achieve this goal, Employees responsible for accounting and reporting financial information will:

Maintain books, accounts and records according to generally accepted accounting principles, using enough detail to reflect accurately and fairly company transactions;
Record transactions in a timely manner, so that no misleading financial information is created;
Provide information that is accurate, complete, objective, relevant, and understandable to ensure full, fair, accurate, timely, and understandable disclosure in reports and documents that Unigene files with, or submits to, government agencies and in other public communications;
Carry out his or her employments objectives in good faith, with due care and responsibility and diligence, without misrepresenting material facts; and
Promptly report to the Compliance Officers or the Chairman of the Audit Committee any conduct that the Employee believes to be a violation of law, business ethics or this Policy.

All accounts and records shall be documented in a manner that:

Clearly describes and identifies the true nature of business transactions, assets, liabilities or equity, and
Properly and in a timely manner classifies and records entries on the books of account in conformity with generally accepted accounting principles.

No record, entry or document shall be false, distorted, misleading, misdirected, deliberately incomplete or suppressed.

Conflicts of Interest

Employees should avoid any situation that involves a conflict between their personal or professional interests and the interests of Unigene.

Responsibility

Unigene has appointed the following Compliance Officers:

Dr. Warren Levy, President & CEO
Dr. Ronald Levy, Executive Vice President

The Compliance Officers are responsible for all aspects of compliance, for establishing and revising the policies set forth in this manual, and for the implementation of the procedures designed to achieve these policies.