Code of Conduct

Purpose and Scope

This Code of Conduct describes the values of InSphero and the standards of behavior InSphero expects in its dealings with employees, customers, suppliers, contractors, partners, investors, public authorities, the scientific community, society and the environment.

The Code applies to:

all employees of InSphero AG, Wagistrasse 27A and 27, 8952 Schlieren, Switzerland; InSphero Inc., Brunswick, ME 04011, USA; and InSphero Mfg Inc., Brunswick, ME 04011, USA (together, InSphero);
all members of the Board of Directors and of the Management Team;
temporary staff, interns, consultants, contractors and affiliates acting for or on behalf of InSphero.
InSphero expects its suppliers, distributors and other business partners to uphold equivalent standards. Where local law is stricter than this Code, local law prevails. Where this Code is stricter than local law, this Code applies.
InSphero is convinced that taking ownership in responsibility, and leadership in maintaining an honest and trustworthy environment, is the basis of a successful corporate culture and a sustainable business. This Code supports the InSphero Vision, Mission and Values.

Our Responsibility as Individuals and Leaders

Every person covered by this Code is expected to know it, to apply it, and to ask when a situation is unclear. Nobody at InSphero is authorized to instruct another person to breach it, and no business result justifies a breach.

Line managers carry an additional responsibility. They set the example, make the Code part of how their teams work, keep the channels for raising concerns open, and act on issues brought to them.

When a decision is difficult, four questions help: Is it legal? Is it consistent with this Code? Would it stand up to scrutiny by a customer, an auditor or a regulator? Would InSphero be comfortable seeing it reported publicly? If any answer is no, or uncertain, stop and seek advice.

Respect in the Workplace

InSphero provides a working environment free of discrimination, harassment and intimidation. Employment decisions are based on qualification, performance and business need.

InSphero does not tolerate discrimination on any ground protected by applicable law, including origin, nationality, sex, age, disability, religion, or any other protected characteristic.
InSphero does not tolerate sexual harassment, bullying, mobbing, threats or violence in any form, whether in person, in writing or through digital channels.
Employees abstain from the consumption of illegal drugs and from the consumption of alcohol while performing their duties. Nobody may arrive at or remain at work when their ability to perform the job safely is impaired.
InSphero respects the right of employees to freedom of association and to be represented, in accordance with applicable law.

The InSphero Human Resources Terms and Conditions apply to all employees and set out the detailed rules that give effect to this section.

Health Safety and Biosafety

InSphero operates Safety and Security Regulations that require appropriate training, adherence to behavioral instructions for the avoidance of accidents, and the immediate reporting of accidents, near misses and unsafe conditions.

Laboratory operations are conducted in accordance with the applicable biosafety and chemical safety framework, including the Swiss Ordinance on Contained Use for the Swiss site and the applicable federal and state requirements for the US sites. Work with biological material, hazardous chemicals and equipment is performed only by trained personnel, at the assigned containment level, and using the prescribed protective measures.

InSphero applies the Swiss Maternity Protection Ordinance and Ordinance 1 to the Employment Act, and the equivalent protections under applicable law at the US sites. When an employee informs InSphero of a pregnancy, InSphero arranges a risk assessment of the workplace by a qualified specialist, implements the resulting protective measures, and offers equivalent alternative work where a hazard cannot be eliminated. Where no safe alternative work is available, the employee is released from duty in accordance with applicable law. Laboratory work is not prohibited as such; it is governed by the outcome of the individual risk assessment.

Scientific Integrity and Data Integrity

The value InSphero delivers rests on data its customers can trust. Scientific and data integrity are therefore not optional standards of craftsmanship, they are the product.

Experimental data are recorded completely, contemporaneously and accurately, are attributable to the person who generated them, and are retained in accordance with the InSphero quality management system.
Fabrication, falsification, selective omission of data, and plagiarism are prohibited without exception.
Study limitations, deviations from protocol, failed controls and out-of-specification results are reported to the customer transparently, including when the finding is inconvenient.
Authorship, acknowledgement and the declaration of funding and competing interests in scientific publications follow accepted international standards.
Customer study data and results are confidential to that customer and are never reused, aggregated or disclosed without a documented contractual basis.

Ethical Sourcing and Use of Human Biological Material

InSphero works with human cells and tissue. This carries an obligation towards the donors from whom that material originates.

Human biological material is procured only from qualified suppliers who can document informed donor consent covering the intended research use, and the approval of a competent ethics committee or institutional review board where required.
Material is used only within the scope of the consent and the applicable supply agreement.
Donor identity is protected. InSphero handles coded or anonymized material and does not seek to re-identify donors.
InSphero complies with the Swiss Human Research Act and its ordinances, with the applicable US federal and state requirements, and with the import, export and biosafety rules applicable to human material.
InSphero does not participate in any trade in human organs or tissue and rejects any sourcing that involves coercion or payment inducing donation contrary to applicable law.

Animal Welfare and the 3Rs

InSphero exists to give scientists human-relevant alternatives to animal experiments. The company is committed to the principles of Replacement, Reduction and Refinement, and develops its platforms with the objective of replacing animal testing wherever a validated human in vitro or organ-on-chip approach can answer the scientific question.

Where animal-derived materials are used, InSphero sources them from suppliers that document compliance with applicable animal welfare law and works actively to reduce and substitute such materials.

Product Quality and Truthful Communication

InSphero maintains a certified quality management system and delivers products and services that meet the specifications communicated to the customer.

Every performance claim InSphero makes in marketing material, scientific communication, tenders, proposals and sales conversations must be scientifically accurate, substantiated by data on file, and free of exaggeration. Claims about intended use, regulatory status and validation state are made precisely. InSphero does not imply a regulatory qualification, certification or endorsement that it does not hold.

Quality issues, product non-conformities and customer complaints are recorded, investigated and resolved through the quality management system, and customers are informed where their results may be affected.

Artificial Intelligence/ AI

InSphero uses artificial intelligence to support research, product development, business operations and communication. AI supports human judgment and never replaces it. Accountability for an output rests with the person who adopts it, not with the tool that produced it.

Employees and contractors use only AI tools approved by InSphero, and follow the InSphero IT and AI usage policies.
Confidential InSphero information, unpublished scientific data, customer data and personal data are not entered into AI services that have not been approved for that purpose.
Every AI-assisted output adopted for internal or external use is reviewed by a competent person for scientific accuracy, factual correctness, confidentiality and third-party rights before it is used.
AI is not used to take decisions about individuals, including recruitment, evaluation and disciplinary matters, without meaningful human decision-making.

Transparency of AI-generated content: Regulation (EU) 2024/1689 (EU AI Act) applies to transparency obligations from 2 August 2026. InSphero will manage any potential AI-generated content in compliance with the EU AI Act, Article 50(4) and Article 50(5), by ensuring that it will have undergone a process of human review or editorial control and that InSphero AG holds editorial responsibility for the publication of the content. Where InSphero publishes synthetic image, audio or video content, it discloses that the content has been artificially generated or manipulated. Where InSphero operates a system that interacts directly with people, it makes clear that the interaction is with an AI system. Such disclosures are made in a clear and distinguishable manner, at the latest at the time of the first interaction or exposure, in line with Article 50(5).

Conflicts of Interest, Gifts and Entertainment

Employees avoid situations that could cause a conflict of interest, for example the benefit of relatives or close associates, and immediately disclose actual or potential conflicts of interest to InSphero management.
Secondary employment, board mandates, advisory roles and personal investments in customers, suppliers or competitors require prior disclosure and, where applicable, approval.
Employees do not accept or offer gifts or entertainment that might give rise to a conflict of interest. The exchange of modest gifts, entertainment or other business courtesies is permissible when it is within the scope of the InSphero Human Resources Terms and Conditions.
No gift, hospitality or payment of any value may be offered or accepted where it is intended, or could reasonably appear, to influence a business or scientific decision.

Fair Competition

InSphero stands for a fair competitive environment. InSphero employees and business partners are not allowed to grant, promise or accept improper direct or indirect advantages with the intention of generating or retaining business, including illegal bribery, kickbacks, price fixing or any other form of illegal advantage.

InSphero does not enter into agreements or exchanges with competitors on prices, margins, market allocation, customer allocation or bid behavior. Competitive intelligence is gathered only from lawful and public sources.

InSphero pledges never to publicly discredit competitors or to treat them deprecatingly in any other manner. Comparative statements about competing products are made only where they are accurate and supported by data.

Violations of competition law can result in criminal and civil actions against InSphero and the acting individuals. InSphero operates a zero-tolerance approach to any improper competitive behavior that is uncovered.

Anti-Bribery and Anti-Corruption

InSphero prohibits bribery and corruption in every form, whether direct or through an intermediary, and whether involving a private party or a public official. This applies without exception in all countries in which InSphero operates, and includes facilitation payments.

InSphero and its employees are subject to the Swiss Criminal Code provisions on bribery, to the US Foreign Corrupt Practices Act, and to comparable legislation in other jurisdictions where it applies. Particular care is required in interactions with public research institutions, publicly funded customers, hospitals and regulators, where employees of those bodies may qualify as public officials.

Agents, distributors and consultants acting on behalf of InSphero are selected with due diligence and are contractually bound to equivalent standards.

Confidentiality, Intellectual Property and Information Security

Confidential information belonging to InSphero, its customers, its partners and its suppliers is used only for the purpose for which it was provided and is disclosed only to those who need it and are bound to protect it. This obligation continues after the end of employment.
Intellectual property created in the course of employment belongs to InSphero. Employees support its protection, and respect the intellectual property, licenses and material transfer terms of third parties.
Employees are obliged to respect and apply the InSphero IT policies in order to support compliance with data protection regulation, to maintain IT security, and to ensure business continuity. Security incidents and suspected breaches are reported immediately.
Where employees receive price-sensitive non-public information about InSphero or a business partner, they do not trade on it and do not pass it on.

Data Privacy

InSphero handles personal data with due care, uses it only for a defined and legitimate purpose, and retains it only for the time needed to fulfil that purpose. InSphero adheres to the EU General Data Protection Regulation, to the Swiss Federal Act on Data Protection, and to the applicable data protection legislation in the United States and in other markets it serves.

Personal data are transferred across borders only on a valid legal basis, and are shared with processors only under a written agreement imposing equivalent protection. Data subject requests and personal data breaches are handled within the statutory deadlines.

Trade Compliance, Export Control and Sanctions
InSphero complies with the export control, import, customs and sanctions rules applicable to its products, biological materials, technology and software, including Swiss goods control legislation, EU rules where applicable, and US export control and sanctions regulations.

Shipments are screened against restricted party lists and embargoed destinations before dispatch. Employees do not act to circumvent a restriction, including through indirect routing or third parties.

InSphero maintains a Known Consignor status for its air freight operations. Employees whose job description forms part of the InSphero security team for the Known Consignor system must hold current proof of training in the applicable security management principles.

Responsible Sourcing and Human Rights

InSphero chooses suppliers and contractors that subscribe to the values described in this Code and that meet its standards of quality, ethical compliance and environmental compatibility. InSphero treats these requirements as superior to economic gain.

Ethical violations, forced labor and child labor are not tolerated. Child labor refers to any person under the age of 15, or 14 where applicable law so provides, any person under the minimum age for completion of compulsory education, or any person under the minimum age for employment in the country concerned.

InSphero respects internationally recognized human rights as expressed in the International Bill of Human Rights and the ILO core labor standards, and expects the same of its supply chain. Suppliers are assessed on these criteria as part of qualification, and material findings are addressed or the relationship is ended.

Environment and Sustainability

InSphero works to limit the environmental impact of its operations. This includes the responsible use of energy, water, plastics and consumables, the correct segregation and disposal of chemical and biological waste, and compliance with the environmental permits and reporting duties applicable at each site.

Environmental considerations form part of product development, packaging, shipping and supplier selection decisions.

Accurate Books, Records and Reporting

InSphero maintains accurate and complete books and records. No undisclosed or unrecorded account, asset or transaction is permitted for any purpose.

The consolidated financial statements of InSphero AG and Group are prepared in accordance with the provisions of commercial accounting set out in the Swiss Code of Obligations. The financial statements of InSphero Inc. and InSphero Mfg Inc. are prepared in accordance with US GAAP.

InSphero pays the taxes and duties owed in each jurisdiction in which it operates and applies an intercompany transfer pricing framework consistent with the OECD Transfer Pricing Guidelines and the arm’s length principle. Employees cooperate fully and honestly with internal and external auditors and with tax authorities.

Records are retained and destroyed according to the applicable retention schedule. Records relevant to an anticipated or pending investigation, audit or legal proceeding are preserved.

External Communication and Social Media

Public statements on behalf of InSphero, including press releases, scientific claims, investor communication and responses to media enquiries, are made only by authorized persons. Employees posting in a personal capacity on matters connected to InSphero make clear that they speak for themselves and protect confidential and customer information at all times.

Fraud and Misconduct

InSphero does not tolerate fraudulent or other intentional major misconduct. Fraud or intentional misconduct can result in criminal and civil actions against InSphero, the acting legal entities and the individuals involved. Depending on the nature of the fraud or misconduct uncovered, InSphero may inform the competent authorities of Switzerland or of the other jurisdictions concerned.

Speaking Up and Non-Retaliation

Anyone who becomes aware of a possible breach of this Code, of the law, or of an InSphero policy is expected to raise it. Concerns can be raised with the line manager, with the next level of management, with Human Resources, with the Compliance Officer, or directly with the CEO.

Reports may be made confidentially and, where permitted by applicable law, anonymously through the InSphero Compliance Mailbox. Reports are treated seriously, are handled discreetly, and are shared only with those who need the information to investigate and resolve the matter.

InSphero prohibits retaliation of any kind against a person who reports a concern in good faith, or who cooperates with an investigation, even where the concern later proves unfounded. Retaliation is itself a breach of this Code. Knowingly making a false report is also a breach of this Code.

Addressing Non-Compliance

InSphero does not tolerate non-compliant behavior, and employees and line managers are held accountable. InSphero takes all allegations seriously, performs appropriate investigations and takes adequate corrective measures. Persons concerned are treated fairly and are heard before a conclusion is drawn.

Non-compliance is escalated to the InSphero CEO, the Head of Human Resources and the further management members appropriate to the nature of the matter, and to the Board of Directors where the matter is material or concerns a member of the Management Team.

Consequences are proportionate to the breach and may include training, a formal warning, termination of employment or of a contractual relationship, a claim for damages, and referral to the competent authorities.

Governance, Training and Review

The Board of Directors approves this Code. The CEO owns it and is accountable for its implementation.
All employees receive this Code on joining InSphero’s on-line Learning Manmagement System LENA, and are required to acknowledge in LENA that they have read and understood it. Contractors receive it where their role makes it relevant.
Refresher training is provided at least every two years and whenever the Code is materially revised.
The Code is reviewed at least annually and updated as the regulatory environment, the scope of the Group and the business require.
Exceptions to this Code may be granted only by the Board of Directors and are documented.
This Code is embedded in the InSphero quality management system and supports the requirements of ISO 9001:2015 on the context of the organization, the needs and expectations of interested parties, and leadership and commitment.

September 16, 2026/ Marion Bavand, PhD, MBA/ Head QA & General H&S/ Member of the Information Security Society Switzerland (ISSS)