Code of Business Conduct

III. Honest and Ethical Conduct

• Principle 1: Fair Dealing
• Principle 2: Avoiding Conflict of Interest
• Principle 3: Abbott Opportunities
• Principle 4: Gifts, Meals and Entertainment
• Principle 5: Accuracy and Integrity of Books, Records and Accounts
• Principle 6: Protection of Confidential Information of Customers and Others

Principle 1: Fair Dealing

We will deal honestly and ethically with Abbott and on Abbott's behalf in all matters.

We will deal honestly and ethically with Abbott and with Abbott’s customers, suppliers, competitors, employees and other stakeholders.

We will treat people fairly. We must not take unfair advantage of anyone through manipulation, concealment, abuse of privileged or otherwise undisclosed information, misrepresentation of material facts or any other unfair–dealing practices.

Principle 2: Avoiding Conflict of Interest

We will avoid actual or apparent conflicts with Abbott's interest.

A conflict situation can arise when one of us takes action or has interests that may make it difficult to perform our Abbott work objectively and effectively.

We must avoid any investment, interest, or association that interferes or might interfere with the independent exercise of our own individual best judgment, and with our obligation to perform our responsibilities in the best interests of Abbott.

For example:

1. We will deal with all suppliers, customers, and all other persons doing business with Abbott in a completely fair and objective manner without favor or preference based upon personal financial or relationship considerations.
    
2. We will not accept from or give to any supplier, customer, or competitor any gift or entertainment except as allowed under “Gifts, Meals and Entertainment” (Principle 5: Accuracy and Integrity of Books, Records and Accounts).
    
3. We will not do business on behalf of Abbott with a member of our household or a close relative, unless the transaction is disclosed, in writing, to the Office of Ethics and Compliance, which determines that the transaction is on arms–length terms and is consistent with the purposes of this Principle.
   
   A close relative would include, for example, at a minimum, a spouse, domestic partner, parent, parent–in–law, sibling, sibling–in–law, child or son/daughter–in–law, or stepparent, stepsibling, or stepchild.
    
4. We will not, directly or indirectly, have a financial interest in any firm or company which is a competitor of Abbott if such financial interest represents a material percentage of the total net worth of the officer or employee, or if such ownership creates a direct conflict of interest for the officer or employee in connection with work the officer or employee is performing for Abbott.
    
5. We will not, directly or indirectly, have a financial interest in or hold any employment, managerial, directorial, consulting or other position with any firm or company which does or seeks to do business with Abbott, if such interest or position may influence any decision that we might make in the performance of our regular duties.
   
   We must disclose to the Corporate Officer responsible for our function the existence of any such interest or position, whether actual or proposed. The Corporate Officer will review such case with the Office of Ethics and Compliance, and they will determine whether the existence of such interest or position is or may be in conflict with this Principle or otherwise detrimental to the best interest of Abbott or any of its operations. If they determine that such conflict or detrimental effect may occur, such steps as are necessary to correct the situation will be immediately taken.
    
6. Loans from Abbott to, or guarantees by Abbott of obligations of, officers and employees and their respective household members and close relatives may create conflicts of interest. United States law prohibits personal loans from public corporations to directors and executive officers.

Principle 3: Abbott Opportunities

We will advance Abbott's business interests when the opportunity to do so arises.

When presented with opportunities related to Abbott’s business interests, we must first offer those opportunities to Abbott. We will not: (a) take for ourselves personally, or for members of our household or close relatives, opportunities that are discovered through the use of Abbott property, information or position; (b) use Abbott property, information, or position for personal gain; or (c) hold any employment, managerial, directorial, consulting or other position with any firm or company which is a competitor of Abbott.

Principle 4: Gifts, Meals and Entertainment

We will comply with Abbott's standards, policies and procedures regards gifts, meals and entertainment.

We will not seek, accept, offer, promise, or give (directly or indirectly) anything of value—including payments, fees, loans, services, entertainment, favors or gifts—from or to any person or firm as a condition or result of doing business with Abbott.

Subject to that general prohibition and to the additional policies and procedures referred to in this principle:

1. Abbott’s policy is intended to permit gifts of reasonable value, normal business meals and entertainment, the exchange of customary reciprocal courtesies between employees of Abbott and their business associates, and similar customary and reasonable expenditures to promote general business goodwill; and
    
2. Reasonable expenditures for gifts to, meals for, and the entertainment of business contacts may be made if the expenditures are appropriate and are correctly recorded on the books of the paying entity.

Additional policies and procedures apply in certain situations, such as the following:

For gifts, meals and entertainment involving suppliers, see Abbott’s Corporate Purchasing Policies.

For gifts, meals and entertainment involving health care professionals and other customers, see the Divisional Operating Procedures for Program Funding (formerly “Operating Guidelines for Program Funding”) in the United States and Puerto Rico, and local policies and procedures in other countries.

For gifts, meals and entertainment involving government officials or employees, this Principle is subject to the provisions of “Laws Relating
to Payments to Government Officials/Employees” on page 19, as well as the Divisional Operating Procedures for Program Funding in the United States and Puerto Rico, and local policies and procedures in other countries.

Principle 5: Accuracy and Integrity of Books, Records and Accounts

We will ensure the accuracy and integrity of Abbott's books, records and accounts.

All Abbott books, records and accounts must accurately reflect the nature of the transactions recorded.

Books and records include but are not limited to ledgers, vouchers, bills, invoices, time sheets, expense reports, payroll and benefits records and other essential company data.

All assets and liabilities of Abbott must be properly recorded in the regular books of account.

No undisclosed or unrecorded fund or asset shall be established in any amount for any purpose.

No transaction or arrangement shall be structured to circumvent Abbott’s internal control system.

No false or artificial entries shall be made for any purpose.

No payment shall be made, nor purchase price agreed to, with the intention or understanding that any part of such payment is to be used for any purpose other than that described in the document supporting the payment.

With respect to reporting of complaints or concerns regarding accounting, internal accounting controls, or auditing matters, see Disclosure Programs.

Principle 6: Protection of Confidential Information of Customers and Others

We will protect the confidential information of customers, suppliers and other parties which we receive in the course of conducting Abbott business.

We must not accept non–public information provided by a customer, supplier or other party with the condition or understanding that it be kept confidential unless such information is subject to a written confidential disclosure agreement or confidentiality provision drafted or approved by the Legal Division.

We must maintain the confidentiality of information entrusted to Abbott by a customer or other third party, except when disclosure is legally mandated as determined by the Legal Division.

We must not seek or accept confidential information of or about a competitor in an illegal or unethical manner.

If we have confidential information about a former employer or any other entity with which we were previously affiliated, we are expected to abide by our obligation to keep such information confidential. Abbott will not require and does not want us to use or disclose such information in our capacity as an officer or employee of Abbott.