Code of Corporate Conduct

Arrowhead Pharmaceuticals, Inc. and its subsidiaries (“Arrowhead”) strives to conduct its business in accordance with the highest ethical standards and in compliance with all applicable governmental laws, rules, and regulations. The principles of integrity, accountability, and fair dealing are among our highest priorities and are critical to our future success. 

Arrowhead believes that it is imperative that its directors, officers, and employees, as well as all agents, representatives, and other associated persons (“Personnel”) act at all times in an honest and ethical manner in connection with their service to Arrowhead.

The following information constitutes Arrowhead’s Code of Conduct (the “Code”).  The Code of Conduct applies to all Arrowhead Personnel and is specifically applicable to all Arrowhead employees including its principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. The Code is intended to meet the requirements for a code of ethics under the Sarbanes-Oxley Act of 2002 and the Nasdaq listing standards and sets a minimal standard of conduct; however, Arrowhead may additionally adopt internal policies that are more stringent. 

This Code cannot anticipate every situation or cover every topic in detail. Therefore, if Personnel are faced with an issue that they feel may not be covered specifically by this Code, they should discuss the matter with their immediate supervisor or with any member of Arrowhead’s senior management.

1. Compliance with Applicable Laws 

Arrowhead is committed to conducting its business in compliance with all applicable laws, rules and regulations, including but not limited to any laws, rules and regulations related to securities, public health, labor, employment, and workplace safety matters. All Personnel are expected to conduct their activities on behalf of Arrowhead in accordance with this principle. Any violation of applicable laws, rules, or regulations by Arrowhead Personnel should be reported immediately to Arrowhead’s General Counsel, Chief Financial Officer (CFO), another member of Arrowhead’s senior management, or directly to Arrowhead’s Audit Committee of the Board of Directors.

Reports can also be made anonymously via internet at arrowheadpharma.ethicspoint.com or toll free via telephone at 833-208-0927.

2. Conflicts of Interest 

A “conflict of interest” exists any time employees, officers or directors:

• Face a choice between what is in their personal interest (financial or otherwise) and the interest of Arrowhead;
• Take actions or have interests that make it difficult to effectively perform their duties on behalf of Arrowhead;
• Hold or acquire a direct or indirect financial interest in the business of any financial institution or other entity with whom Arrowhead has business dealings, or an Arrowhead competitor (other than de minimus interests of less than 2% of the outstanding securities of a company whose securities are publicly traded); 
• Enter into a business relationship on Arrowhead’s behalf with an immediate family member or with a company that the employee or immediate family member has a substantial financial interest. Immediate family member includes the employee’s spouse or domestic partner, the employee’s and/or the employee’s spouse’s or domestic partner’s grandparents, parents, siblings, children, grandchildren, aunts, uncles, nephews, and nieces; 
• Participate in other employment (including self-employment) or serve as an officer, director, partner, or consultant for other organizations if the demands of the other organizations interfere with the responsibilities of Arrowhead; 
• Take “corporate opportunities” for themselves. Arrowhead’s employees, officers and directors are prohibited, without prior approval, from (i) taking for themselves personal opportunities that are discovered through the use of Arrowhead property, information or position, or (ii) competing with Arrowhead. Such persons are also prohibited from using Arrowhead property, information, or position for personal gain. 

Conflicts of interest may also arise when an Arrowhead employee, officer or director, or a member of their family, receives improper benefits as a result of their position with Arrowhead. An example of such an improper benefit would be a free leisure trip offered to an employee by a vendor that the employee oversees.

When a conflict of interest arises, it is important to act with great care to avoid even the appearance that their actions were not in Arrowhead’s best interests. This obligation applies to both business relationships and personal activities. 

Resolution of Potential or Actual Conflicts of Interest 

Whether or not a conflict of interest exists or will exist can be unclear.  Persons other than directors and executive officers who have questions about a potential conflict of interest or who become aware of an actual or potential conflict should discuss the matter with their supervisor, as applicable, or Arrowhead’s General Counsel.  Arrowhead’s non-executive officer employees must obtain approval from Arrowhead’s General Counsel, Chief Financial Officer, or Deputy General Counsel before engaging in any activity that creates the appearance of a conflict of interest.

Arrowhead’s directors and executive officers must obtain approval from the Chair of the Audit Committee of Arrowhead’s Board of Directors before engaging in any activity that creates the appearance of a conflict of interest. Any waiver of the prohibition against actual Conflicts of Interest contained in this Code of Conduct affecting Arrowhead’s directors or executive officers will be timely disclosed to stockholders, as required by applicable law.

3. Integrity of Communications and Information

The communication of false information about Arrowhead, entities with whom it has business dealings, or employees is a violation of this Code, and possibly federal and state law, and other jurisdictions. 

Arrowhead has business relationships and communications with financial institutions, customers, investors, suppliers, vendors, and government authorities. In all interactions and communications, Arrowhead employees, officers, and directors must always be truthful and never make dishonest statements, misrepresentations, or statements intended to mislead or misinform; this applies to all aspects of internal communications and record keeping.

Falsification, alteration, or unauthorized destruction of any document or misrepresentation of any information could result in termination of employment, as well as referral to appropriate authorities. 

4. Document Retention 

All documents whether originals, drafts, or duplicates, including all physical files, electronic files (whether stored locally, on a network, in the cloud, or otherwise), or any other media must be retained in accordance with applicable law and any Arrowhead policies with respect to retention and preservation of documents. No document may be destroyed, altered, or removed from any file or premise in which it is now stored in violation of applicable law or any Arrowhead policy.

5. Fair Dealing 

Arrowhead expects its Personnel to deal fairly with Arrowhead’s financial institutions, customers, suppliers, vendors, competitors, agents, and employees to base business relationships on lawful, efficient, and fair practices, and to use only ethical practices when dealing with actual or potential financial institutions, customers, vendors, competitors, agents, employees, and other parties. Arrowhead Personnel should conduct business in a manner that avoids even the appearance of ethical or legal impropriety and is consistent with all applicable laws and regulations. 

Personnel should refrain from: 

• Giving or accepting anything of value from any current or potential financial institutions, supplier, or vendor as an inducement for or in return for Arrowhead business or preferential treatment;
• Demanding, soliciting, or accepting anything of value (including gifts or entertainment) that could result in receiving favorable prices, terms, conditions of sale, purchase orders, or other preferential treatment from Arrowhead. This extends to financial institutions, vendors, entities, or individuals currently doing or seeking to do business with Arrowhead or any Arrowhead entity; 
• Taking advantage of any financial institution, supplier, competitor, or employee through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair business practice. 

6. Confidential Information

All Arrowhead Personnel are required to maintain the confidentiality of all non-public information (including electronic information) that they receive or have access to during their employment or service with Arrowhead, except when disclosure is authorized or legally mandated. This obligation applies not only to confidential information about Arrowhead, but also to confidential information about its financial institutions, customers, suppliers, business partners, and employees. Personnel are also prohibited from disclosing confidential information obtained from previous employers including, but not limited to, trade secrets. 

During and following employment at Arrowhead, Personnel shall not directly or indirectly publish, disclose, describe, or communicate confidential information, or authorize anyone else to do so for any purpose other than legitimate corporate purposes. Even within Arrowhead, Personnel shall only disclose confidential information to those people who have a business-related “need to know” and are bound by appropriate confidentiality obligations. Personnel with questions regarding confidentiality obligations should seek guidance from Arrowhead’s General Counsel or another attorney in the Legal Department. 

7. Inside Information and Securities Trading 

Personnel may receive material, non-public information about Arrowhead, its customers, suppliers, licensees, its business partners, or potential business partners. As noted in Arrowhead’s Insider Trading policy, Arrowhead prohibits the purchase or sale of any of Arrowhead’s securities based on knowledge of material non-public information.

Information is generally regarded as “material” if there is a likelihood a reasonable investor would consider such information important in making an investment decision to buy, hold, or sell securities.  Either positive or negative information may be material. There is no bright‐line standard for assessing materiality; rather, materiality is based on an analysis and assessment of all facts and circumstances.  In general, any information that has market significance if it is publicly disseminated should be considered material.

This prohibition extends to any trading in the securities of any of Arrowhead’s customers, suppliers, licensees, or other entities with which Arrowhead has a business relationship while in possession of material nonpublic information learned during interactions with such entities on Arrowhead’s behalf (including by the nature of employment with Arrowhead). 

Examples of material nonpublic information include but are not limited to:  anticipated financial results, projections of future earnings or losses, news of a pending or proposed acquisition or merger, changes in Arrowhead’s regulatory status, corporate partnerships, acquisitions or strategic alliances, news of the disposition of assets, new equity or debt offerings, and changes in senior management. In addition, Arrowhead requires all Personnel to refrain from trading Arrowhead securities without first pre-clearing them.  Unless communicated otherwise, trading clearance will normally remain valid for a period of two weeks (up to 14 calendar days).

If the transaction does not occur during that period, pre-clearance of the transaction must be re-requested.  If an individual becomes aware of material non-public information after receiving pre-clearance but before the trade has been executed, the pre-cleared transaction may not be executed unless it is pursuant to an effective trading plan that has been approved by Arrowhead. 

Trading clearance may be requested via email to TradingClearance@arrowheadpharma.com.

Arrowhead prohibits “insiders” from disclosing or trading on “inside information.” 

All questions regarding securities trading should be directed toTradingClearance@arrowheadpharma.com.

8. Financial Reporting and Accuracy of Company Records 

As a public company, Arrowhead is required by law to make full, fair, accurate, timely, and understandable disclosure in the reports and documents that Arrowhead files with or submits to the SEC and in all other public communications it makes.  

Our internal control procedures are further regulated by the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). 

Ensuring proper and effective internal controls is among Arrowhead’s highest priorities. Arrowhead takes seriously the reliance our investors place on it to provide accurate and timely information about its business. For Arrowhead to comply with its public disclosure obligations, business transactions must be properly authorized and be completely and accurately recorded in Arrowhead’s books and records in accordance with generally accepted accounting practices and Arrowhead policies. 

Each Arrowhead employee, officer, and director must:

• Maintain complete and accurate records, accounts, entries, classifications, and accuracy in expense account vouchers reflecting legitimate business expenses.
• Help to maintain the integrity of Arrowhead’s record keeping and reporting systems by maintaining complete and accurate records, accounting entries, and classifications. 
• Comply fully and accurately with all requests relating to audits, requests for special record keeping or retention of documents, and related instructions from or on behalf of Arrowhead’s auditors, Arrowhead’s CFO, or Arrowhead management. 

Misapplication or improper use of corporate funds or property, or false entry to records by employees or others must be reported to Arrowhead’s CFO and may result in discipline, up to and including termination.

9. Intellectual Property

Arrowhead’s name, logo, formulas, inventions, patents, patent applications, trademarks, copyrights, trade secrets, business, marketing, and financial plans, databases, records, unpublished financial data and reports, and other intellectual property are valuable assets of Arrowhead, and their protection is critical to our success. Arrowhead expects others to respect its intellectual property rights and expects its Personnel to respect the intellectual property rights of others. The rules with respect to patent, trademark, copyright, and trade secret laws are complex.  Personnel should seek advice from Arrowhead’s General Counsel or another attorney in the Legal Department.. 

All intellectual property including, but not limited to, trade secrets, inventions, patents, patent applications, trademarks, copyrights, technical innovations, plans, products, discoveries, data, and systems that any employee designs or conceives of while employed at Arrowhead which relates to Arrowhead’s business must be disclosed to Arrowhead and is the sole property of Arrowhead. 

Without limitation, all Arrowhead Personnel are responsible for understanding the following types of intellectual property rights and taking the listed steps to protect such rights: 

Copyrights protect original works of authorship, such as articles, drawings, photographs, videos, musical works, and software and generally prohibit unauthorized copying or downloading of these works. 

• Do not copy or integrate any copyrighted materials without first determining that the company has obtained permission from the copyright holder or that other limited copying is legally permitted. 
• Do not copy, integrate, or distribute software or related documentation without reviewing any applicable license agreements. 

Trademarks and service marks are words, names, and symbols which help consumers recognize a product or service and distinguish it from those of competitors. Our name and logo and those of our subsidiaries are among Arrowhead’s most valuable assets. The use of Arrowhead’s or its subsidiaries’ trademarks or service marks must be properly authorized and/or licensed. 

Requests for use of the name, service marks, and trademarks of Arrowhead or its subsidiaries are reviewed by Arrowhead’s General Counsel. 

Do not use a third party’s trademark or service mark without first consulting with Arrowhead’s General Counsel or another attorney in the Legal Department. 

Patents permit inventors to exclude others from making, using, or selling their inventions for a specified amount of time. Arrowhead’s patent portfolio protects the Company’s drug products from unauthorized sale, use, or manufacture and are one of our most critical assets. Report any unauthorized use of the patents held by Arrowhead or its subsidiaries to the Legal Department as soon as possible.

• Do not disclose any information contained in a patent application before it has been published.
• Only use inventions patented by third parties when permitted to do so and after discussing with the Legal Department.

A trade secret is valuable information that creates a competitive advantage by being kept secret. A holder of a trade secret is required to follow reasonable measures to keep the information contained in a trade secret from being disclosed. Examples include information about customers, like their buying patterns and needs; certain manufacturing processes; certain algorithms used in the performance of business operations; and financial, planning, marketing, and strategic information about current and future business plans. 

• Treat as a trade secret and keep confidential all commercially sensitive and important business information of Arrowhead and its subsidiaries and all similar information of other companies and persons that Arrowhead has received under a confidentiality agreement. 
• Do not use the trade secrets of others while working for Arrowhead unless authorized to do so. 

Please consult the Legal Department with any questions regarding patents, copyrights, trademarks, trade secrets, or any other intellectual property matters.

Please report any practices that are inconsistent with these directives to Arrowhead’s General Counsel or another member of the Legal Department immediately.

10. Use of Company Resources 

Arrowhead’s property, including but not limited to its communication equipment, facilities, computers, software, e-mail, voice mail, conferencing equipment, and office supplies is owned by Arrowhead or operated on its behalf to advance its business strategy and objectives. Arrowhead’s company property is in place to enable its employees to perform business-related duties required by their positions. The use of company property is for the sole purpose of conducting business-related tasks. 

A limited exception to the “business-only” rule is when conducting “incidental personal business” and the personal business is consistent with the following guidelines: 

• Is limited in duration or extent. 
• Does not detract from the user’s attention to or completion of job duties or job performance. 
• Does not subject Arrowhead to any significant incremental cost. 
• Is not used to unlawfully obtain, copy, download, and distribute software, electronic files, or other materials protected by copyright. 
• Does not otherwise violate this Code of Conduct including but not limited to, provisions related to conflicts of interest and/or disclosure of confidential information. 

All communications, data or information received, sent or obtained using Arrowhead property while employed at Arrowhead are not private communications. Unless prohibited by local law, the use of this technology, including electronic mail and the internet, is subject to monitoring by Arrowhead.

11. Media Relations and Public Inquiries 

All communications with the news media, regulatory agencies, and other entities by Arrowhead and its employees are potentially important and reflect upon Arrowhead’s image. In addition, Arrowhead is subject to various legal requirements with respect to the public dissemination of material or significant events related to its business. It is crucial that communications from Arrowhead be handled in a consistent manner, and that all regulatory and legal obligations with respect to disclosure of information are fulfilled. 

Communication with the news media is an important part of Arrowhead’s ongoing marketing and investor relations programs. Communications with the news media about “material events” and “significant public events” should be directed to Arrowhead’s Investor Relations office. All inquiries from regulatory agencies should be directed to Arrowhead’s Regulatory team.  Any inquiries about current or former employees of Arrowhead or its subsidiaries should be directed to Arrowhead’s Human Resources team. Any media requests for information or statements should be directed to Arrowhead Investor Relations.  All such communications will be forthright, responsible and in keeping with Arrowhead’s policies and obligations. 

12. Reporting 

Possible violations of the Code should be reported immediately to Arrowhead’s General Counsel, Chief Financial Officer (CFO), another member of Arrowhead’s senior management, or directly to Arrowhead’s Audit Committee of the Board of Directors.

Reports can also be made anonymously via internet at arrowheadpharma.ethicspoint.com or toll free via telephone at 833-208-0927.

Once the report is received, the information provided will be referred to the appropriate Arrowhead authority and resolved as expeditiously as possible.

Our General Counsel and responsible Arrowhead management will treat the information as confidentially as possible in an effort to address the concern and work towards resolution.

Nothing in this Code is intended, or should be understood, to preclude employees from exercising their rights under the National Labor Relations Act. 

No Retaliation 

Employees, officers, and directors may bring their concerns forward without fear of retribution or punishment. Arrowhead will not retaliate against any employee for good faith reporting of suspected violations of laws, regulations, or company policies. This means that Arrowhead will not terminate, suspend, demote, threaten, transfer to an undesirable assignment, harass or otherwise discriminate against an employee for calling attention to suspected illegal or unethical acts. This protection extends to anyone giving information in relation to an investigation. However, Arrowhead reserves the right to discipline anyone who knowingly makes a false accusation, provides false information to Arrowhead, or has otherwise acted improperly. 

13. Discipline 

Failure to comply with the Code can have substantial consequences. Not only may Personnel be personally liable for the legal or ethical violation (which may result in fines or even jail time), they may also be subject to disciplinary proceedings, including termination.

14. Waivers of the Corporate Code of Conduct 

Any waiver of this Code of Conduct for executive officers or directors may be made only by the Board of Directors or a Board Committee and will be timely disclosed as required by law or by SEC or Nasdaq regulations. Waivers of this Code for a non-officer employee may be made by the President, General Counsel, or CFO only upon the employee making full disclosure in advance of the transaction in question. The Code of Conduct may be amended or modified at any time by the Board of Directors.

15. Acknowledgement  

Employees, officers, and directors will be sent this Code of Conduct periodically and it will be the responsibility of each person receiving the Code to read it and continue to act in compliance with the Code. It is understood that if the person receiving the Code of Conduct has any questions about it, they will contact Arrowhead’s General Counsel, Chief Financial Officer (CFO), another member of Arrowhead’s senior management, or Legal Department for clarification. If the person does not get a satisfactory answer, they can contact the Audit Committee of the Board of Directors of Arrowhead Pharmaceuticals.  This Code is not an employment contract.  By issuing this Code, Arrowhead has not created any contractual rights.