1 PURPOSE

1.1 Purpose

The purpose of this Ethics Policy (the Policy) is to outline guidelines and procedures for the conduct expected of directors, officers, employees and external consultants of Avivagen Inc. and its subsidiaries (Avivagen or the Corporation) in the course of their employment and in discharging their duties. They will abide by the highest standards of honesty and integrity with a view to the best interests of the Corporation.

Loyalty, integrity, respect and confidentiality are values at the core of Avivagen’s culture and this Policy. Avivagen’s directors, officers, employees and external consultants (Avivagen Team Members) are expected to promote and contribute to these values. This Policy is purposely general and designed to be supplemented and refined through evolution of its activities and the context within which they are conducted, as well as experience of specific sets of circumstances. Those outlined in this Policy do not necessarily cover the entire scope of all foreseeable factual situations.

No policy can offer a complete guide to cover all possible situations that might be encountered. This Policy is intended, however, to provide an overview of key areas and scenarios in which compliance with the Policy is required. This Policy is supplemented by the Corporation’s Anti-Bribery and Anti-Corruption Policy and the Insider Trading Policy.

Each Avivagen Team Member must use sound judgment in determining the most appropriate course of action in a given set of circumstances. If there are any doubts as to whether a course of action is proper, or questions about the application or interpretation of any legal requirement, employees should check with their managers or a member of the executive team.

1.2 Scope

This Policy applies to all Avivagen Team Members. Compliance with this policy is a condition of employment, contract or office.

2 GENERAL CONDUCT AND BEHAVIOUR

2.1 Obligations on all Avivagen Team Members

(a) Avivagen Team Members will act with loyalty, and will protect and promote Avivagen’s reputation and interests.

(b) Avivagen Team Members will act and conduct themselves in a manner that is consistent with this Policy. Avivagen Team Members will not act or conduct themselves in a manner that would be detrimental to the interests, or harmful to the reputation, of Avivagen.

(c) Conduct that may raise questions as to any of Avivagen Team Member’s honesty, integrity, impartiality, reputation or activities or that could cause embarrassment to Avivagen or damage its reputation is prohibited. Any activity, conduct, or transaction that is or may appear to be illegal or improper business conduct must be avoided.

2.2 Ethical Conduct

Avivagen’s culture provides the foundation for ethical conduct and behavior by Avivagen Team Members. Avivagen will:

(a) maintain good corporate governance and adhere to all applicable laws and regulations;

(b) promote and enforce a work environment free from harassment or discrimination where individuals are treated with respect and dignity;

(c) provide a safe and healthy workplace, emphasizing good housekeeping and compliance with applicable laws; and

(d) respect Avivagen Team Members’ commitments and responsibilities to their families and communities.

Guidelines: All Avivagen Team Members will:

(a) uphold Avivagen’s culture and comply with Avivagen policies and procedures;

(b) strive for their personal success and that of their team and the entire Corporation;

(c) ensure that all information provided in all reports and documents for internal use and external audiences, including individual expense reports, will be complete, accurate, honest and timely;

(d) deal honestly and fairly with the Corporation’s customers, suppliers, competitors, and regulatory bodies; and

(e) protect the Corporation’s assets and use them efficiently and only for Corporation purposes.

Strictly Prohibited Behaviour: All Avivagen Team Members, and any visitors to the Corporation’s premises, are strictly prohibited from the following acts:

(f) possession or use or threat of use of any type of weapon;

(g) threat or actual use of violence or intimidation in the workplace;

(h) willful destruction of Corporation property or an individual’s personal property; and

(i) use, possession or being under the influence of illicit substances while on duty or on Corporation premises.

Each Avivagen Team Member is accountable for observing rules of conduct that are normally accepted as standard in a professional business environment. They shall give precedence to ethical principles and obligations in their decisions and actions. They shall respect all ethical obligations deriving from applicable laws and shall not condone unethical conduct.

2.3 Respectful Behaviour

Avivagen Team Members will deal with business partners, clients, suppliers and other parties with integrity, respect, courtesy, moderation and without undue aggressiveness, negativity or arrogance.

They will deal with their colleagues fairly, with integrity, respect, politeness and without negative prejudices, and will avoid any abuse of power. Avivagen Team Members will refrain from making disparaging or discriminatory comments, innuendos, or gossip and from taking unfair advantage of others through manipulation, misrepresentation or other unfair practices.

Any remarks made by an Avivagen Team Member must not be defamatory toward the Corporation or another Avivagen Team Member.

3 CONFLICT OF INTEREST

A conflict of interest arises when an Avivagen Team Member takes actions or has interests that conflict in any way with the interests of the Corporation. These conflicts may make it difficult for the Avivagen Team Member to perform his or her work objectively and effectively. Conflicts of interest also arise when a Avivagen Team Member or a member of his or her family receives improper personal benefits as a result of the Avivagen Team Member’s position with the Corporation.

Avivagen Team Members will:

(a) not appropriate, for their personal benefit, any opportunities that are discovered through the use of Avivagen’s property or information or their position with Avivagen;

(b) put the interests of the Corporation before their own;

(c) avoid situations or relationships which create, or create the appearance of, a conflict of interest with the Corporation;

(d) choose suppliers in an objective and ethical manner, to obtain the best value for the Corporation;

(e) notify management in writing of the existence of any personal or professional relationships which may create a conflict of interest with the Corporation or with a customer, supplier or other party with whom the Corporation does business;

(f) avoid holding a financial interest in a supplier, customer or other party with whom the Corporation does business;

(g) not accept loans or other financial consideration from those doing or seeking to do business with Avivagen, except from those engaged in the general business of lending money and only upon standard commercial terms;

(h) refrain from giving or accepting gifts or social invitations of more than a nominal value which could create, or create the appearance of, a conflict of interest;

(i) not solicit gifts or social invitations from customers, suppliers or other outside parties;

(j) protect the Corporation’s assets against loss, theft, abuse or unauthorized use or disposal;

(k) not use the Corporation’s assets, facilities or positions to promote personal interests; and

(l) promptly report any conflicts of interest with the Corporation to the Board or the Chair of the Corporate Governance and Compensation Committee.

4 HARASSMENT AND DISCRIMINATION

As part of Avivagen’s commitment to providing and maintaining a respectful and productive work environment, any form of discrimination, harassment, violence or threats of same are strictly prohibited. Harassment or discrimination are any conduct that is offensive, humiliating or unduly embarrassing for anyone, that is often repetitive and deprives a person of her or his rights to dignity and respect, as understood under applicable laws.

Avivagen promotes a working environment that is free of any form of sexual harassment and workplace threats or violence.

(a) Sexual harassment means any conduct, statements, act or contact of a sexual nature that:

(i) is of a nature so as to humiliate or offend a person; or

(ii) could reasonably lead a person to believe that the continuation of his or her employment, service or duties, a promotion or any other advantage to which he or she may be entitled or aspire is dependent on sexual favours.

(b) Prohibited threats or violent acts include:

(i) the threat or exercise of physical force by a person against a worker, in the workplace, that causes, or could cause, physical injury;

(ii) an attempt to exercise physical force against a worker, in the workplace, that could cause physical injury;

(iii) a statement or behaviour that it is reasonable for a person to interpret as a threat to exercise physical force against them in the workplace, that could cause physical injury to the worker; and

(iv) any conduct or comment by a person toward an employee that the person knew, or ought to have known would cause employees to be bullied, isolated, humiliated or intimidated.

5 COMPLIANCE WITH LAWS, RULES AND REGULATIONS

All Avivagen Team Members are expected to act in full compliance with all laws, rules and regulations applicable to Avivagen’s business. All Avivagen Team Members shall ensure at all times, that all dealings with third parties, including without limitation public officials , are carried in accordance with all applicable laws, statutes and regulations relating to anti-corruption and anti-bribery, including inter alia: (i) the Corruption of Foreign Public Officials Act of Canada (S.C. 1998, c.34), as amended (the “Anti-Corruption Law“). Violation of applicable laws, rules or regulations or compromise of the Corporation’s ethical expectations could result in written reprimands or other disciplinary action, including termination and criminal or civil legal proceedings, where applicable.

Securities laws impose certain obligations on the Corporation regarding the disclosure of information to the public. In addition, maintaining the confidentiality of certain information is essential to preserve the value of the Corporation, its technology and intellectual property (including trade secrets), and to reduce the risks and liabilities associated with disclosure of confidential information of others that is provided to the Corporation in confidence. To comply with such laws and obligations and to mitigate such risks and liabilities, Avivagen has established an Insider Trading Policy applicable to all Avivagen Team Members.

The following confidentiality and insider trading guidelines are intended to supplement, and not replace, such policies to facilitate their implementation at every level.

5.1 Confidentiality

The Corporation’s ability to discharge effectively its disclosure obligations under applicable securities laws can be adversely affected by the premature or otherwise unauthorized disclosure of information of a market sensitive nature. All Avivagen Team Members, therefore, must make every effort to maintain the confidentiality of such information.

Avivagen Team Members shall maintain the confidentiality of all confidential information received by them in connection with the business of the Corporation. They will not use confidential information for their own advantage or profit.

An exception to the aforementioned statement regarding confidentiality will arise if an Avivagen Team Member is legally required to disclose the information. Before complying with any such disclosure requirement, the Avivagen Team Member should discuss and review the requirement with the Chief Financial Officer of Avivagen, in order to give Avivagen an opportunity to protect its interests and the interests of its employees, customers, suppliers and other parties with whom the Corporation does business.

5.2 Designated Spokesperson

Avivagen Team Members who are not authorized spokespersons may not respond under any circumstances to inquiries from the investment community or the media unless specifically asked to do so by an authorized spokesperson. All such inquiries should be referred to the Chief Financial Officer. No Avivagen Team Member may express political opinions on behalf of Avivagen.

5.3 Fair Dealing

All Avivagen Team Members shall ensure at all times, that all dealings with third parties, including, without limitation public officials, are conducted in accordance with all applicable laws, statutes and regulations relating to anti-corruption and anti-bribery. All Avivagen Team Members are directed to the specific provisions of the Anti-Bribery and Anti-Corruption Policy on these matters.

5.4 Fraud of Illegal Acts Prohibited

While engaged in Avivagen’s business activities, or while conducting personal activities which may impact, directly or indirectly, Avivagen’s business or reputation, Avivagen Team Members are strictly prohibited from engaging in fraud or illegal acts of any kind.

5.5 Trading of Securities

Avivagen Team Members will not trade in any Corporation securities or other securities based on insider information which is not generally known and unavailable to the general public. The Insider Trading Policy sets out prohibitions of certain trades of Avivagen’s securities and other guidelines to be complied with if contemplating a trade in the Corporation’s securities.

The foregoing is intended as an overview and practical guide to matters of confidentiality and insider trading, and all Avivagen Team Members are directed to the specific provisions of the Insider Trading Policy on these matters.

5.6 Protection and Proper Use of Avivagen’s Assets and Opportunities

Avivagen Team Members must protect the Corporation’s assets. Theft, carelessness and waste may have an impact on the Corporation’s profitability. All assets should be used for legitimate business purposes.

Avivagen Team Members will not appropriate the benefit of any business venture, opportunity or potential opportunity in the course of his or her employment. Avivagen Team Members will never use the Corporation’s proprietary information, or position for personal gain. Avivagen Team Members will never compete against the Corporation, either directly or indirectly. Avivagen Team Members owe a duty to the Corporation to advance its legitimate interests when the opportunity to do so arises.

Avivagen Team Members may not use Avivagen assets or time for purposes other than those required by their duties. Avivagen conducts its business in a field where intellectual property, information regarding technologies and trade secrets constitute essential aspects of its business and require the implementation and enforcement of protective measures to preserve the value of such business.

The results of work performed by an employee in the course of his or her employment, including the development and improvement of its confidential and proprietary information are for the sole benefit of Avivagen and the assignees of its rights. An Avivagen Team Member may not use them for purposes other than those strictly related to his or her duties.

6 SOCIAL NETWORKS

Avivagen recognizes that social networks including but not limited to blogs, chat rooms and social network websites (the social networks) offer an opportunity to interact with third parties such as business partners or other employees.

Avivagen allows the use of social networks for professional purposes if such use is relevant to the tasks to be carried out in the course of the relevant Avivagen Team Member’s duties.

Avivagen Team Members are not allowed to use their Avivagen email address for the creation of a personal account in any social networks.

When using social networks, information may be collected, used and disclosed by third parties. Such information could include subjects or comments on Avivagen that could harm the Corporation. In all cases, comments disclosed by Avivagen Team Members in social networks (including comments disclosed outside business) must not be defamatory or hateful toward the Corporation or one of its Avivagen Team Members.

The use of social networks by Avivagen Team Members is subject to all of the Corporation’s relevant policies.

7 REPORTING POLICY VIOLATIONS (WHISTLEBLOWING)

Avivagen Team Members have a responsibility to report promptly any conduct or proposed conduct that they reasonably believe to be a violation of this Policy. Failure to do so is itself a violation of this Policy. Avivagen Team Members are encouraged to address questions or concerns with management.

Each Avivagen Team Member is expected and encouraged to report what he or she believes in good faith are violations of this Policy, whether accidental or deliberate. Reports of possible violations will be acted upon promptly and in a manner consistent with the circumstances.

The Corporation is committed to investigating, addressing and correcting any form of harassment, violence or other breaches of the Policy taking place. The Corporation is committed to addressing these issues and such matters can be more readily corrected with employee cooperation and timely reporting. The Corporation will follow the following procedures in investigating and enforcing this Policy:

(a) violations and potential violations will be reported to the Corporate Governance and Compensation Committee, after appropriate investigation;

(b) the Corporate Governance and Compensation Committee will take appropriate action to address any alleged violations reported to them;

(c) if the Corporate Governance and Compensation Committee determines that a violation has occurred, the Corporate Governance and Compensation Committee will take such disciplinary or preventive action as it deems appropriate, up to and including dismissal or, in the event of criminal or other serious violations of law, notification of appropriate governmental authorities; and

(d) the Corporate Governance and Compensation Committee will report to the Board any disciplinary actions taken.

Employees will not be disciplined or suffer retribution for reporting honestly and in good faith suspected or actual violations. Avivagen Team Members are entitled to raise concerns about violations or potential violations of this Policy in confidence and without risk of reprisal.

8 SANCTIONS AND CONSEQUENCES

Violation of this Policy is a serious matter that could subject Avivagen or its Avivagen Team Members to prosecution and / or legal liability and furthermore, in the case of Avivagen Team Members who are employees, disciplinary sanctions including termination.

In addition, conduct by a director or officer which represents a material departure from this Policy may constitute a material change triggering the
material change reporting requirements of applicable securities laws.

9 MONITORING AND WAIVERS

The Corporation will monitor compliance with this Policy and will report any material breach of same to the Corporate Governance and Compensation Committee, if and when appropriate.

Where appropriate, either the Corporate Governance and Compensation Committee or the Audit Committee of the Board of Directors may grant waivers of the enforcement of any provision of this Policy.

If an Avivagen Team Member has a question that cannot be answered by the Chief Financial Officer or is asking for a waiver of this Policy, Avivagen Team Members can speak to the Chair of the Audit Committee of the Board or the Chair of the Corporate Governance and Compensation Committee of the Board:

Avivagen Inc.

Attention: Chair of the Audit Committee of the Board

Attention: Chair of the Corporate Governance and
Compensation Committee of the Board
100 Sussex Drive
Ottawa, ON K1A 0R6
Canada
Tel: (613) 949-8164
E-mail:
auditchair@avivagen.com
governancechair@avivagen.com

Website: www.avivagen.com

Effective Date: [December 19], 2016

Date of Last Amendment: [December 19], 2016