M&S Instruments Inc. Policy for the Prevention of Bribery and Corrupt Practices

I. Policy for the Prevention of Bribery and Corrupt Practices at M&S Instruments Inc.

As stated in our Compliance Policy, we believe that fair trade and competition are a critical element of compliance

After the signing of the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions in 1997, major signatory countries established and enacted laws to enforce the provisions of the convention, including Article 18 of Japan’s Unfair Competition Prevention Act (Prohibition against the Provision of Wrongful Gains to Foreign Public Officials), the Foreign Corrupt Practices Act in the United States and the Bribery Act in the United Kingdom. The purpose of this document, therefore, is to pledge policies to be enforced by M&S Instruments to prevent bribery and corrupt practices.

II. Scope of application

This policy applies to M&S Instruments, its directors and employees and all external vendors working for M&S Instruments.

III. Obligations of M&S Instruments

M&S Instruments shall create and maintain its own policies, rules, regulations and similar on the prevention of bribery and corrupt practices, taking into account relevant external conditions such as the social situation and laws and regulations about the prevention of bribery and corrupt practices and reflecting the spirit and basic principles of this policy.

M&S Instruments shall build and maintain its own framework to ensure that its directors, employees and external vendors comply with its policies, regulations and similar on the prevention of bribery and corrupt practices.

IV. Definitions

1. Bribery
   The act of promising, proposing, requesting or providing items of value or services, either directly or through an intermediary, in order to gain or retain business or receive unfair preferential treatment. For the purposes of this definition, M&S Instruments recognizes “expedience payments” (defined below) as a payment that may be considered a type of bribe by the laws and/or regulations of a country or jurisdiction.
   
2. Expedience payments
   A type of payment to officials and similar (defined below) that serves as an incentive to perform an action or process faster, or to otherwise act in a manner that is beneficial to the party making the payment.
   
3. Officials and similar
   Parties employed or contracted by a country’s government, including government workers elected or appointed for a country, territory or region, political party members and electoral candidates, medical personnel (defined below) employed by a government-owned or government-operated facility and parties employed or contracted by the World Health Organization or a quasi-governmental organization such as the United Nations.
   
4. Medical personnel
   Doctors, nurses, pharmacists, relevant health experts and other medical experts who have been granted a license or other permit to provide medical or health services by a country’s government.

V. Policy pledges

1. M&S Instruments shall not give, propose or promise any form of bribes to officials or similar, nor to any individual or organization. M&S Instruments shall also not accept any form of bribes from individuals, organizations or officials or similar.
   
2. M&S Instruments shall maintain fair and sound relationships with all business affiliates and officials and similar to ensure stringent compliance with all laws and rules related to the prevention of bribery and corrupt practices.
   
3. In the event that an individual, organization or official or similar requests or demands a bribe from an employee of M&S Instruments, M&S Instruments shall firmly reject the request, demand, harassment or coercion attempt.
   
4. To ensure stringent compliance with all laws and rules related to the prevention of bribery and corrupt practices, M&S Instruments shall confirm and consider the rules and standards of each organization or facility to which officials and similar belong, and shall not deviate from the applicable rules and standards.

Established January 5, 2016