Code of Business Conduct

1. Introduction

This Code of Business Conduct (this “Code”) of EyePoint Pharmaceuticals, Inc. (together with its subsidiaries, the “Company” or “EyePoint”) sets forth legal and ethical standards of conduct for all directors, officers and employees of the Company (“Associates”). This Code is intended to deter wrongdoing and to promote the ethical conduct of all Company business in accordance with high standards of integrity and in compliance with all applicable laws and regulations. Although the policies in this Code do not cover the full spectrum of personnel activities, they are indicative of the Company’s commitment to the maintenance of high ethical, moral and legal standards of conduct and are descriptive of the type of behavior expected from Associates in all circumstances. This Code is meant to be used as a guide; it is not intended to be exhaustive and cannot anticipate or address every possible situation.

EyePoint regularly monitors, trains and undertakes risk assessments to ensure compliance with this Code, deter non-compliance and reduce exposure to unethical issues. Any violation of the standards in this Code will be grounds for disciplinary action, up to and including termination of employment or removal from the Board of Directors of the Company (the “Board”).

Our Board oversees policies and operational controls related to EyePoint’s compliance and business ethics issues, including this Code. Our Board has approved this Code. The Board has delegated responsibility for the administration of the Code to our Chief Legal Officer and Chief People Officer.

2. The Company shall comply with the laws that are applicable to Company operations and business activities

The Company shall comply with the laws in the jurisdictions in which it operates and conducts its business activities. The Company requires the cooperation of all Associates to comply with applicable laws and to bring lapses or violations to light. The Company’s continued ability to operate depends upon each Associate’s help for compliance. The laws that govern the Company’s operations and business affairs are increasing and are becoming more complex. Although Associates are not expected to know all of the laws that govern the Company’s operations and activities, Associates should recognize and be familiar with the basic legal requirements applicable to your area of responsibility. In addition, each Associate is expected to use good judgment and common sense in seeking to comply with all applicable laws, rules and regulations and to ask for advice when uncertain about them.

3. Questions; Concerns; Reporting

Regardless of your position within the Company, we all have a duty to understand and adhere to this Code. If you are unsure about the application or interpretation of this Code or become aware of any conduct which potentially violates this Code (including any violations of the requirement of compliance with law) and/or other Company policies and procedures, please seek  guidance  from  and/or  promptly  inform  the  Chief  People  Officer  or  your Supervisor/Manager, a Human Resources representative, a Company Attorney (in-house counsel or their designee) or any member of the Executive team.

If you do not feel comfortable speaking with the persons listed above, EyePoint’s compliance reporting system allows anyone, within or outside EyePoint, to report a situation or ask a question using a secure website owned and managed by a third party. You can access EyePoint’s compliance reporting system at www.eyepoint.ethicspoint.com or by calling 1-855-645-5380 to speak with a live operator. The Chair of the Audit Committee and members of the Legal and Human Resources departments will be notified of all reports submitted via the compliance reporting system. Both the website and the phone line are operated by a third-party provider (not EyePoint) and are available 24 hours a day, seven days a week. Associates may provide contact information if desired, but in most cases it is not necessary. However, giving the most information possible will help us to answer questions, solve concerns or resolve suspected violations. If you choose to provide personally-identifiable information but state a desire to seek confidentiality, your identity will be kept confidential to the extent feasible or permissible under the law.

Failure to report known or suspected wrongdoing of which you have knowledge may, by itself, subject you to severe disciplinary action. These disciplinary actions also apply to a Manager/Supervisor or other person who directs or approves the Associate’s improper actions or is aware of those actions but does not act appropriately to correct them or fails to exercise appropriate supervision. The Company reserves the right to take disciplinary action, up to and including termination or removal from the Board, against anyone who knowingly makes a false accusation or provides false information to the Company. The Company will not tolerate any retaliation against anyone for reporting concerns that the individual believes, in good faith, are possible breaches of law, regulation, policy or violations of this Code.

4. The Company shall adhere to corporate governance policies relating to Disclosure and communications

The Company has adopted a Disclosure Policy, relating to disclosure and communications with the goal of providing for full, fair, accurate, timely and understandable disclosure in reports and documents of the Company and in its other public communications. The Company shall adhere to the corporate governance and disclosure principles and obligations contained in such Disclosure Policy.

Any public statement, interaction with journalists, investors, stockbrokers or financial analysts and any other official Company announcement will exclusively be made by an authorized person of the Company and in full compliance with the Company’s Disclosure Policy.

5. Books, records and accounts of, the Company shall reflect accurately, fairly, timely, and in reasonable detail, all transactions, acquisitions and dispositions of assets, and other business affairs of the Company

It is the policy of the Company to provide full, fair, accurate, timely and understandable disclosure in reports and documents filed with, or submitted to, the Securities and Exchange Commission (“SEC”) and in other public communications.

As a public company, we are also committed to carrying out all disclosure obligations in a full, fair, accurate, timely and understandable manner. Depending on their position with the Company, Associates may be called upon to provide information to assure that the Company’s public reports are complete, fair and understandable. The Company expects all Associates to take this responsibility seriously and to provide prompt and accurate answers to inquiries related to the Company’s public disclosure requirements.

The Accounting and Finance departments bear a special responsibility for promoting integrity throughout the organization, with responsibilities to shareholders both inside and outside of the Company. The Chief Executive Officer (“CEO”), the principal financial officer and other Accounting and Finance department personnel have a special role both to adhere to these principles themselves and also to ensure that a culture exists throughout the Company as a whole that ensures the fair and timely reporting of the Company’s financial results and condition.

As provided in Section 3 above, Associates should promptly report any conduct that the individual believes to be a violation of law or business ethics or of any provision of this Code, including any transaction or relationship that reasonably could be expected to give rise to such a conflict. Violations, including failures to report potential violations by others, will be viewed as a serious disciplinary matter that may result in disciplinary action, up to, and including, termination of employment or removal from the Board.

All reporting must be done promptly, accurately, and in sufficient detail to ensure the integrity of Company information and records. Each Associate who is involved in the Company’s disclosure process must: (i) be familiar with and comply with the Company’s disclosure controls and procedures and its internal control over financial reporting; and

(ii) take all necessary steps to ensure that all filings with the SEC and all other public communications about the financial and business condition of the Company provide full, fair, accurate, timely and understandable disclosure.

All Company books, records and accounts shall be maintained in accordance with all applicable regulations and standards and accurately reflect the true nature of the transactions they record. The financial statements of the Company shall conform to U.S. generally accepted accounting principles and the Company’s accounting policies. No undisclosed or unrecorded fund or asset of the Company shall be established and maintained for any reason, and no disbursement of corporate funds or other corporate property shall be made without adequate supporting documentation except as permitted by the Company’s Travel and Expense Policy or other applicable Company policy. No false, artificial, or misleading entries shall be made in the books, records and documents of the Company for any reason, and no Associate shall engage in any arrangement that results in such prohibited acts.

No transaction shall be affected and no payment shall be made on behalf of the Company with the intention or understanding that the transaction or payment is other than described in the documentation evidencing the transaction or supporting the payment. If any Associate believes any such fund, asset, entry, transaction, or payment might exist, full disclosure must be made as provided above.

6. Dealings with Independent Registered Public Accounting Firm

No Associate shall, directly or indirectly, make or cause to be made a materially false or misleading statement to an accountant in connection with (or omit to state, or cause another person to omit to state, any material fact necessary in order to make statements made, in light of the circumstances under which such statements were made, not misleading to an accountant in connection with) any audit, review or examination of the Company’s financial statements or the preparation or filing of any document or report with the SEC. No Associate shall, directly or indirectly, take any action to coerce, manipulate, mislead or fraudulently influence any independent public or certified public accountant engaged in the performance of an audit or review of the Company’s financial statements.

7. Company contributions to political parties, candidates, or campaigns shall be made in accordance with the applicable legislation and as authorized by the CEO

All Company contributions to a political party, candidate, or campaign shall be in accordance with applicable domestic or foreign legislation. Requests for such contributions should be referred to the CEO. It should be noted that political contributions include anything having value, such as loans, entertainment and use of corporate facilities, assets, property, services or personnel. Prior approval to make any such contribution is required. The Company encourages Associates to be involved in political activities, but such involvement should be undertaken by Associates acting on their own time and on their own behalf and not as representatives of the Company.

8. All Associates shall safeguard Company resources

Theft, pilferage, willful damage, or misuse of Company property is NOT acceptable and will not be tolerated. Theft, carelessness and waste have a direct impact on the Company’s financial performance and reputation. Associates must use the Company’s assets and services solely for legitimate business purposes of the Company and not for any personal benefit or the personal benefit of anyone else.

9. Confidential information, proprietary information, intellectual property, patents, copyrights, and the like, whether owned or developed by the Company or by third parties and in the possession of the Company, shall not be disclosed, appropriated or used other than as specifically allowed or contemplated, without proper authorization

Corporate records, reports, papers, devices, processes, plans, methods, apparatus, intellectual property, whether patented or copyrighted or not, and inside information, whether owned or developed by the Company or by third parties and in the possession of the Company, are considered by the Company to be proprietary and, unless previously published, confidential. Unauthorized disclosure or misuse of the Company’s proprietary or confidential information is prohibited.

The Company may disclose to its Associates, customers, suppliers, personnel, investors, and the public only such information about the Company as is necessary for them to judge adequately the Company and its activities, or as is contained in the Company’s normal reporting functions to government and industry authorities or regulatory bodies. However, except as required by law, the Company cannot be expected to disclose information which might impair its competitive effectiveness, or which might violate the private rights of individuals or institutions. Any release of information to the public must be per the Company’s Disclosure Policy. Additionally, Associates should take appropriate precautions to ensure that confidential or sensitive business information, whether it is proprietary to the Company or another company, is not communicated within the Company except to Associates who have a need to know such information to perform their responsibilities for the Company.

Associates also must abide by any lawful obligations it may have to former employers. These obligations may include restrictions on the use and disclosure of confidential information, restrictions on the solicitation of former colleagues to work at the Company and non-competition obligations.

Intellectual property is proprietary and may be confidential, whether or not protected by patent, trademark, copyright or otherwise and includes computer software programs, technical processes, inventions, research devices, reports or articles containing any form of unique or original innovation or development. Associates should be aware of the confidential, proprietary and contractual provisions relating to such intellectual property with respect to the use, copying, appropriation or disclosure thereof, whether owned or developed by the Company or by third parties and in possession of the Company.

Intellectual property that has been created or developed by Associates within the scope of employment or contract, and any patents, rights, or copyrights therefrom belongs to and is owned by the Company.

With regard to release of information in the event of a disaster, it is imperative that the initial response to the media be given by the immediate highest level of authority at the site and in accordance with the Company’s Disclosure Policy. Any response shall be confined to a brief description of the disaster (e.g. fire, explosion, injuries, death, etc.) and shall not include names of individuals involved, estimates of damage, or other details pending notification of authorities, next of kin, and others.

Where the incident takes place in a strategic confidential project, there is to be no release of information surrounding the project’s capabilities or causes of the incident without prior approval.

10. Associates must avoid all situations in which their personal interests conflict or might conflict with their duties to the Company or the interests of the Company

Associates must act in the best interests of the Company. Associates must refrain from engaging in any activity or having a personal interest that presents a “conflict of interest” and should seek to avoid even the appearance of a conflict of interest. A conflict of interest occurs when an Associate’s personal interest interferes with the interests of the Company.

Associates should avoid entering into any business arrangements, acquiring any interests, or participating in any activities that would:

  • Deprive the Company of the time or attention required to fully perform their duties properly in accordance with their employment terms;
  • Interfere with or affect their judgment or ability to act solely in the Company’s best interests; or
  • Otherwise conflict with the best interests of the Company.

For example, a conflict of interest could arise when Associates have a personal interest, direct or indirect, in a supplier, customer or competitor of the Company, or when an Associate is engaged in outside employment or participates in an outside organization which may interfere with the Associate’s regular duties or affect working effectiveness. Associates must request a conflict-of-interest evaluation for all business, commercial or financial interests or activities where such interests or activities might reasonably be regarded as creating actual or potential conflict with their duties of employment. See, US procedure on evaluating Conflicts of Interest (COI) CP-06 for additional details regarding how to request a conflict of interest evaluation.

Associates are required to ensure that actions taken and decisions made within their area of responsibility are free from influence of any interests that might reasonably be regarded as conflicting with those of the Company. After an Associate has disclosed a potential conflict, the Company will make a determination as to whether the individual should divest their interest or have other duties and responsibilities re-assigned.

If personal financial or other benefit is gained by an Associate or their relatives or associates through the use or misuse of Company property, or information proprietary or confidential to the Company, the law in most jurisdictions provides that the individual must account to the Company for any benefits received and may provide for further fines or penalties. This applies not only to an actual conflict of interest but also the very appearance of a conflict of interest and, as such, even the appearance of a conflict interest should be avoided.

11. Associates shall not use for their own financial gain, or disclose for the use of others, inside information obtained as a result of their engagement with the Company

All Associates must comply with the Company’s Insider Trading Policy. Accordingly, Associates who have material non-public information about the Company or other companies, including our suppliers and customers, as a result of their relationship with the Company are prohibited by law and Company policy from trading in securities of the Company or such other companies, as well as from communicating such information to others who might trade on the basis of that information. To help ensure that Associates do not engage in prohibited insider trading and avoid even the appearance of an improper transaction, the Company has adopted a Insider Trading Policy, which has been distributed to each Associate and is available from the Company’s website.

If Associates are uncertain about the constraints on the purchase or sale of any Company securities or the securities of any other company that you are familiar with by virtue of your relationship with the Company, Associates should consult with the Chief Financial Officer or a Company Attorney before making any such purchase or sale.

12. The Company’s business is conducted fairly and purchases of services, materials and equipment are made on the basis of quality, service, and price

The Company conducts its business activities fairly and competitively in accordance with all applicable antitrust laws in each jurisdiction where we do business. Antitrust laws are designed to prevent monopolies and encourage competition. These laws require us to make commercial decisions regarding price, customers, geographic areas of activity and other related matters without the input of competitors. These laws are complex and may be difficult to interpret. Even a simple exchange of information between Associates and a competitor may constitute an illegal or improper agreement among competitors. Failure to observe these laws can result in serious penalties to the Company and the individuals involved.

The following trade practices are illegal and prohibited:

  • Price-Fixing — Any oral, tacit or implied agreement or understanding among competitors to adhere to certain prices or any element thereof will be considered price-fixing. Communication among competitors relating in any way to current or future prices may result in a price-fixing Note: Price information about a competitor’s product may be obtained if publicly announced or from a company’s customer. Also, it is permissible to mail a price list to a competitor if the competitor is a customer for a product of which a price list has been requested.
  • Bid-Rigging — Any oral, tacit or implied agreement to refrain from bidding, bid at a certain price, withdraw a bid or submit a “protective” bid (a bid that is obviously less favorable than a competitor’s bid) will be considered bid-rigging.
  • Agreement to Divide Markets — Any oral, tacit or implied agreement among competitors that contemplates or results in a division, assignment or apportionment of customers or territories to be served, or a limitation on any product sold or services rendered, will be considered an agreement to divide markets.
  • Refusal to Deal — Any oral, tacit or implied agreement among competitors to refuse to sell to or purchase from any customer or class of customers will be considered a refusal to deal. With respect to trade associations, which by their nature involve meetings and discussions with competitors, care must be taken to avoid prohibited trade practices. If at any trade association meeting the subject of product pricing, bidding, territorial or customer allocation, or refusal to deal is discussed, you must leave the meeting immediately, without comment. The circumstances must then be reported to a Company Attorney so that proper corrective action may be Trade association questionnaires asking for information relating to prices should not be answered and all such questionnaires should be referred to a Company Attorney.

It is Company policy not to seek to obtain or to retain business by agreeing to purchase supplies from a particular customer/supplier. There is nothing improper in doing business with customers that are the Company’s suppliers so long as the business transacted with the customer/supplier is not based on the condition or understanding that purchases by the Company from such customer/supplier are contingent upon the business to be conducted by the Company with such customer/supplier.

13. All Associates and prospective employees of the Company are assured equal employment opportunity and a healthy and safe working environment

The Company is an equal opportunity employer and complies with all applicable federal, state and local laws and regulations. Having regard to the personal safety and well-being of ALL Associates and other individuals, the Company will recruit, select, train, promote, compensate, transfer, discipline and release personnel and take any and all other employment actions without regard to race or personal characteristics associated with race, creed, religion, ethnicity, national origin, age, sex (including gender, sexual orientation, gender identity), marital status, physical or mental disability or handicap, citizenship, past, current or prospective service in the uniformed services, criminal record, genetic information or any other characteristic protected under applicable law.

The Company values the health, safety and security of its employees, customers and visitors and is committed to creating a culture that promotes and maintains a healthy and safe workplace and ensuring our operations comply with all applicable legal and occupational health and safety industry standards. An integral component of a safe and healthy workplace is the absence of violence. The Company will not tolerate any acts or threats of violence. All acts or threats of violence in the workplace are unacceptable and should be immediately reported to a Manager/Supervisor or Human Resources. The Company will take appropriate action to correct an unsafe condition and investigate every report of violence to ensure the workplace remains a place where employees feel safe.

We will respect the rights, safety and dignity of research participants and patients, protect scientific integrity and strive to advance the practice of medicine.

When promoting EyePoint products, all product claims will be scientifically based and not misleading. We only promote products for on-label uses, and with fair balance. Additionally, we promote our products based on their quality, efficacy, cost, and other services we provide; we do not disparage competitors, nor do we interfere with their abilities to compete in the same manner.

The necessary policies and measures will be adopted by the Company to create and maintain:

  • A viable business enterprise that will provide Associates with competitive wages and benefits;
  • A safe, healthy, efficient and productive workplace for Associates;
  • An environment which promotes a high degree of cooperation and mutual trust between the Company and its Associates that is free of verbal or physical discrimination, harassment and retaliation; and
  • Opportunities for Associates to realize their

The Company will not tolerate harassment, discrimination or retaliation. Should an Associate feel that harassment, discrimination or retaliation has occurred or that an event has occurred which affects the safety of workplace, the individual should promptly report the matter.

14. Corporate Social Responsibility

Corporate social responsibility is how we integrate social, environmental, and ethical principles through collaboration with our stakeholders, including employees, customer, investors, and communities by personally supporting the protection of our planet, people and property. It is our responsibility to act as a good corporate citizen in the communities where we live and work, which includes health initiatives, safe working environment, inclusive and diverse workforce, competitive compensation and benefits, employee community outreach programs and environmental sustainability efforts.

15. The Company’s integrity shall not be compromised nor its reputation as a good corporate citizen impugned by corrupt, illegal, or improper payments made by or on behalf of the Company or its Associates

No one employed or contracted by the Company shall at any time offer, promise, authorize, approve, or condone the use of corporate funds or property for any of the following activities in any country:

  • The payment of money or the giving of anything of value to any government official, to influence him or her to act or to fail to act in any official capacity or to induce him or her to use his or her influence with any government official or government agency or instrumentality, in order to retain any business for the Company or to direct any business to any other person;
  • The payment of money or the giving of anything of value to any political party, any official of a political party, or any candidate to act or to fail to act in an official capacity or to induce such political party, official, or candidate to influence a government official or any government agency or instrumentality, in order to obtain or retain any business for the Company, or to direct any business to any other person; or
  • The payment of money or the giving of anything of value to any person who will apply such payment or gift or any part of such payment or gift, directly or indirectly, to any one of the foregoing activities.

The foregoing activities are prohibited even if permitted by the laws, standards, or customs of any country where the Company is doing business, and regardless of any requests or pressures received from the government of such country or the competitive consequences of refusing to comply with such requests or pressures.

This Code does not prohibit a payment of money made or authorized to be made to government personnel who are in a clerical or ministerial position and who have no discretionary authority, where a payment is necessary to induce such personnel to perform his or her regular function, provided that the payment is not excessive, that it is approved by the senior Company manager responsible for the affected operation, and that it is properly recorded in the books of the Company.

This Code does not prohibit the normal extension of those common courtesies and social amenities consistent with ethical business practices, and with the customs and usage of the industry, which are offered and received on a basis of amicable personal relations and which do not give even the appearance of impropriety, provided that the cost thereof is properly identified and disclosed in the books of the Company.

Nor does this Code prohibit the payment of commissions or fees to responsible and qualified consultants, agents, marketing representatives, attorneys, and others for necessary and legitimate services actually performed, where the amount paid is reasonable related to the value of such services or the benefits resulting therefrom. This policy is not intended to prohibit any payments to a government official, employees, or agency, which are specifically required by a law, regulation, or decree equally applicable to all similarly situated companies.

Associates that are uncertain as to the applicability of this Code to any proposed action must obtain permission from a Company Attorney before proceeding. No one, however, is authorized to compromise or to qualify this Code on behalf of the Company.

Associates who discover a breach of this Code must immediately report the matter.

16. Associates are prohibited from any practice that constitutes bribery or corruption

No funds of the Company shall be paid, loaned, or otherwise disbursed, nor shall any assets of the Company be given, leased, or otherwise disposed of as bribes, kickbacks, or other payments designed to influence or compromise the conduct of the recipient. No Associate shall accept any funds or assets for assisting any person or entity to obtain business or to ensure special concessions from the Company.

Dealing with government officials requires special attention. All Associates must comply with regional and national anti-corruptions laws, including the U.S. Foreign Corrupt Practices Act, U.K. Bribery Act, China’s Anti-Unfair Competition Law. Associates my never offer any gift, entertainment or other items or services of value to a government official in order to obtain current or future business. Agents, subcontractors, suppliers, consultants or others should never offer anything of value which is otherwise improper on EyePoint’s behalf.

The following conduct is considered a bribe and expressly prohibited:

  • Payment or receipt of money, gifts, loans, or other favors which may tend to influence business decisions or compromise independent judgment;
  • Payment or receipt of rebates or kickbacks for obtaining business of the Company or for the Company; and
  • A facilitation payment or “grease payment”, which is defined a small sum of money paid to a government official in order to expedite routine and nondiscretionary activities, such as obtaining a permit or work order.

Keep in mind that a bribe does not have to be successful or accepted to be illegal; an offer or promise to pay is enough. Also, a payment, offer or promise does not need to be money; it can be anything of value including in-kind goods or services. This includes gifts, entertainment or campaign contributions. In addition, a number of bribery enforcement actions have involved the payment of unreasonable entertainment expenses.

Entertainment provided to persons with whom the Company conducts business or offered to Associates is permitted when it complies with all applicable Company policies, including but not limited to, the Company’s Procedure on Business Meals with HCP and Non-HCP Customers and, if permitted, it is:

  • Reasonable in amount and not made with the intent to influence the recipient with his or her area of responsibility;
  • Consistent with generally accepted business practices, industry codes and not in contravention of any law or regulation; and
  • Such that full public disclosure would not embarrass or in any way reflect unfavorably on the Company or the recipient.

For example, reasonable expenditures for the entertainment of customers, prospective personnel or business associates are permissible on the part of any Associate whose duties embrace the provision of such entertainment provided proper accounting is made. Business lunches, dinners, sporting activities and theatre entertainment may be accepted where the above standards are met.

Gifts may be given or received when customary in a country and only when they are not excessive in amount and properly recorded in the books of the Company, and consistent with applicable Company policies or approved in advance by a Company Attorney.

If you are requested to make or accept a payment, gift, or other benefit that exceeds the standards specified herein, you should immediately disclose the request and all surrounding circumstances to your Manager, Human Resources or to a Company Attorney.

17. The Company and its Associates may belong to industry and professional associations when such membership provides significant benefits to the Company and to its business activities

The Company and/or its Associates, with the prior approval of the Company, may belong to industry and professional associations when such organizations contribute significant benefits to justify the time and cost of membership or support. Such associations involve meetings and discussions. Therefore, Associates who participate should be prepared to give reasonable time and resources commensurate with the benefits derived by the Company.

18. Data Privacy

The Company respects the privacy rights of our Associates, customers, business partners, patients, physicians, and other stakeholders. We inform individuals of collection and processing of their personal data, allowing them to make informed decisions and exercise their rights. We collect and process personal data for specific and legitimate business purposes only and secure such data against unauthorized access.

19. Information Security

The Company supports information systems and networks to help employees work as effectively as possible. When used inappropriately, the Company’s data and systems may be exposed to substantial risk. To ensure the security and integrity of the Company’s technology and information systems:

  • use only authorized software, devices and procedures;
  • don’t share your password except for a valid business reason (such as technical support), after which it must be changed within 24 hours;
  • share Company business information only with authorized parties, and only by using Company email or other approved technologies; and
  • don’t use unauthorized devices, such as home computers, to transmit, store or work on Company confidential or proprietary information.

The Company has the right and capability to monitor electronic information created and/or communicated by employees and others using Company computer systems and networks, including e-mail messages and usage of the Internet. It is not the Company policy or intent to continuously monitor all computer usage by employees or other users of the Company computer systems and network. However, users of the systems should be aware that the Company may monitor usage, including, but not limited to, patterns of usage of the Internet and employee’s electronic files and messages to the extent necessary to ensure that the Internet and other electronic communications are being used in compliance with the law and with Company policy.

Please note that in the event of any litigation, Governmental subpoena or other investigation, or any other serious matter as determined by the Company, the Company reserves the right to access and/or image any device, including laptops, cell-phones, or tablet computers, utilized by any Associate, to examine Company-business conducted on the device, even if the Company does not compensate the Associate for the device. In keeping with this, the Company recommends avoiding co-mingling of personal and Company activities on any device or ensuring personal data is confined to devices which are not used for Company activity.

20. Compliance with Securities Laws and Export Control Laws

Because our stock is a publicly traded security, certain activities of the Company are subject to certain provisions of the applicable securities laws in the United States. These laws govern the dissemination or use of information about the affairs of the Company or its subsidiaries or affiliates, and other information which might be of interest to persons considering the purchase or sale of our stock. Violations of the securities laws could subject you and the Company to stiff criminal and civil penalties. Accordingly, the Company does not sanction and will not tolerate any conduct that risks a violation of these laws.

EyePoint complies with regulations issued by various government agencies to regulate the import and export of shipments. All Associates involved in the import or export of shipments on behalf of the Company and its customer should be familiar with and adhere to all procedures and documentation necessary to comply with these regulations.

In addition, the U.S. Government enforces laws that impose embargoes and other restrictions on trade with certain countries, persons and entities. These economic and trade sanctions are generally administered by the Office of Foreign Assets Control (“OFAC”) and are used to support U.S. national security and foreign policy by preventing targeted countries, terrorists, terrorist supporters, narcotics traffickers and other sanctioned parties from, among other things, accessing the U.S. financial system for purposes that are contrary to U.S. foreign policy and national security goals, or receiving goods and services from U.S. persons. EyePoint is committed to full compliance with the OFAC regulations.

21. Business Continuity

The Company believes that business continuity management is critical for our patients, customers, business partners, Associates and other stakeholders, and is part of responsible management practice.

The Company, like any other organization, is exposed to potential risks that could disrupt or destroy critical business functions and/or the production and delivery of Company goods and services. Our strategy for continuing business in the event of an incident is to ensure the safety and security of all Associates and to continue critical business functions, production and delivery of products and services. However, all business partners are responsible for the development and implementation of appropriate business continuity plans for operations support of EyePoint business.

22. Enforcement Procedures

To ensure prompt and consistent response to potential violations of this Code, any report regarding potential violations must be fully investigated and, in the event of a violation, remedial action must be taken.

If, after investigating a report of an alleged prohibited action by a director or executive officer, such person conducting such investigation determines that a violation of this Code has occurred such person will report such determination to the Board.

If, after investigating a report of an alleged prohibited action by any Associate, the Company determines that a violation of this Code has occurred, the Chief Executive Officer, Chief People Officer, Chief Legal Officer or Chief Financial Officer will report such determination to the Board.

Upon receipt of a determination that there has been a violation of this Code, the Board will take such preventative or disciplinary action as it deems appropriate, including, but not limited to, reassignment, demotion, dismissal and, in the event of criminal conduct or other serious violations of the law, notification of appropriate governmental authorities.

23. Waivers of this Code

Any waiver of any provision of this Code must be approved by the Board.

If you believe that a waiver of any provision of this Code is appropriate in a particular case, you should first contact your immediate Manager/Supervisor. If your Manager/Supervisor agrees that a waiver is appropriate, such Manager/Supervisor shall forward the waiver request to the Chief People Officer to present the request to the Board for its approval. The Chief Legal Officer (“CLO”) shall be responsible for maintaining a record of all requests by Associates for waivers of any of these policies and the disposition of such requests.

Any executive officer, senior financial officer or director who seeks a waiver of any of the policies in this Code should contact the Chief People Officer. There shall be no substantive amendment or waiver of any part of this Code affecting the directors, senior financial officers, or executive officers, except by a vote of the Board, which will ascertain whether an amendment or waiver is appropriate and ensure that the amendment or waiver is accompanied by appropriate controls designed to protect the Company.

No waiver of any provision of this Code with regard to a director or officer will be effective until that waiver has been reported to the person responsible for the preparation and filing of the Company’s Current Reports on Form 8-K (or any successor to that form) in sufficient detail to enable that person to prepare a Current Report on Form 8-K containing any required disclosure with regard to the waiver. The Company will promptly disclose on Form 8-K, by means of the filing of such form and by providing disclosure on our website that satisfies the requirements of Item 5.05(c) of Form 8-K, any change in or waiver of this Code. In those cases, in which a Form 8-K filing is not required, we will distribute a press release disclosing the waiver to the Code.

Any waiver of provisions of this Code will be reported in filings with the SEC and otherwise reported to the Company’s stockholders to the full extent required by the rules of the SEC and by any applicable rules of any securities exchange or securities quotation system on which the Company’s securities are listed or quoted.

24.  Amendment of this Code; Conclusion

This Code applies to all Associates and will be made available to each new Associate upon commencement of employment or other relationship with the Company. Each Associate shall certify that they have received, read and understood this Code and will comply with its terms. Employees are required to complete annual training on this Code and other EyePoint ethics and compliance policies and procedures.

The Company reserves the right to amend, alter or terminate this Code at any time for any reason. The most current version of this Code may be found on our website. In the event that any substantive amendment is made, the amendment will be reported in filings with the SEC and otherwise reported to the Company’s stockholders to the full extent required by the rules of the SEC and by any applicable rules of any securities exchange or securities quotation system on which the Company’s securities are listed or quoted.

This Code is not an employment contract between the Company and any of its Associates.

EyePoint’s Compliance Reporting