Individual Conduct Principles

Daiichi Sankyo Group Individual Conduct Principles are the principles to govern the individual behavior and business activities of all the executives and employees who are with the Daiichi Sankyo Group worldwide and to provide a foundation for individual behavior and conduct under the local Daiichi Sankyo Group companies’ standards, policies and procedures.

Daiichi Sankyo Group Individual Conduct Principles

Preamble

These Principles are intended to govern the individual behavior and activities of Executives and Employees who are a part of the Daiichi Sankyo Group worldwide and also provide a foundation for individual behavior and conduct under the local Daiichi Sankyo Group companies’ standards, policies and procedures.

Definitions

The terms in these principles are defined as follows.

(1) “Daiichi Sankyo Group” (hereinafter “DS Group”) refers to Daiichi Sankyo Co., Ltd. and all worldwide affiliated companies.

(2) “Executives and Employees” refers to DS Group directors, officers and employees.

I. Fundamental Principles

1. Observance of Laws and Regulations

DS Group Executives and Employees shall conform to all laws or regulations. DS Group Executives and Employees will not ask or compel any other DS Group Executive, Employee or any other person to violate any such laws or regulations.

2. Observance of Norms within DS Group

DS Group Executives and Employees shall not violate the Principles mentioned herein, the Daiichi Sankyo Group Corporate Conduct Charter, and internal standards of conduct as well as policies and procedures established for individual Daiichi Sankyo companies, and shall not ask or compel any person to violate such Principles.

3. A High Standard of Ethics Required as a DS Group Executive and Employee

DS Group Executives and Employees are responsible for undertaking each business activity with fairness, integrity, ethics, and respect. They shall also, at all times, be expected to act consistent with recognized public morals.

II. Individual Norms

1. Preventing Corruption and Bribery

DS Group Executives and Employees must not provide, promise, or offer any money, gifts, or other advantages to domestic or foreign public officials or other third parties for the purpose of illicitly gaining or securing business advantages. DS Group Executives and Employees must also not commit such acts using third parties who provide services to the DS Group.

2. Avoiding Conflicts of Interest

DS Group Executives and Employees must prioritize DS Group interests over their own business or financial interests, and shall always avoid situations in which their personal business or financial interests conflict with DS Group interests. Should such an actual or potential conflict of interest arise, before acting, the Executive or Employee must report it to the appropriate local senior management or as otherwise set forth in local company policies and procedures, for direction on how to proceed in accordance with local laws, regulations, business customs and local company policies and procedure.

3. Prohibiting Insider Trading

Insider Trading (trading in any securities based on material non-public information) violates the law. As a specific reminder, DS Group Executives and Employees are prohibited from using non-public information related to the DS Group or other companies (such as a co-promote partners, vendors, competitors or other business partners) to buy or sell securities of Daiichi Sankyo or of such other companies.
They are also prohibited from providing such non-public inside information to others (including a friend, family member or significant other) for the purpose of trading in such securities.

III. Reporting Obligations

1. Obligation to Report Violations

If DS Group Executives and Employees discover any actual or alleged violation of these Individual Conduct Principles, the Daiichi Sankyo Group Corporate Conduct Charter or the standards of conduct and policies and procedures of local Daiichi Sankyo companies, they must report such actual or alleged violation(s) promptly to the local compliance, legal, or human relations function(s) or to the local management, or via other mechanisms established for this purpose on a local level.

2. Protection of Individuals Who Report Violations

DS Group Executives and Employees shall not take reprisals against DS Group Executives and Employees who report in good faith alleged violation(s) of these Principles, the Daiichi Sankyo Group Corporate Conduct Charter or the standards of conduct and policies and procedures of local Daiichi Sankyo companies.

Date of enforcement: April 1st, 2015