- 1 - Y-mAbs Therapeutics, Inc. ANTI-BRIBERY, ANTI-CORRUPTION

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Y-mAbs Therapeutics, Inc.

ANTI-BRIBERY, ANTI-CORRUPTION (“ABAC”) AND OFFICE OF FOREIGN

ASSESTS CONTROL (“OFAC”)

POLICY STATEMENT AND COMPLIANCE GUIDE

ABAC

Introduction and Policy Statement

It is the policy of Y-mAbs Therapeutics, Inc., its subsidiaries and affiliates (collectively, the

“Company”) to comply with the U.S. Foreign Corrupt Practices Act (“FCPA”), the United

States Anti-Kickback Statute (“AKS”), physician self-referral laws (“Stark Laws”), the United

States False Claims Act (“FCA”), the United Kingdom Bribery Act 2010 as amended, United

Nations Convention against Corruption (“UNCAC”), the Council of Europe Criminal Law

Convention on Corruption, and the Organization for Economic Cooperation and Development

Anti-Bribery Convention (“OECD Anti-bribery Convention”) and all other applicable anti-

bribery and anti-corruption laws. The Company prohibits bribery and other corrupt practices in

any form, whether committed directly or indirectly, and whether involving government officials

or private parties.

This ABAC and OFAC Policy Statement and Compliance Guide (“Policy”) is not designed to be

all encompassing, but instead is intended to expand and supplement the provisions of the

Company’s existing Code of Conduct, the Company’s various policies on interactions with

Health Care Professionals (“HCPs”) and Health Care Organizations, as well as the PhRMA Code

on Interactions with HCPs. This Policy clearly sets forth the Company’s policy prohibiting any

activity in support of prohibited practices. Additionally, by providing a basic understanding of

the relevant laws, the Policy provides guidance to assist in identifying situations that risk

violating the FCPA, AKS, FCA, or other applicable anti-corruption laws and, therefore, ensure

that appropriate action is taken. If you have any questions about the information contained in

this Policy or if you have any questions about a particular business transaction, you should

contact the Anti-Corruption Compliance Coordinator as discussed below.

Worldwide compliance with this Policy is mandatory. No employee has the authority to act

contrary to or inconsistently with the provisions of this Policy or to authorize, direct or condone

violations of it by any other employee. Similarly, because the Company can be held liable for

payments made on its behalf by third parties, no Company employee may authorize, direct, or

condone any representative, distributor, or affiliate to make such payments. The Company will

require third parties who represent the Company (such as agents, consultants, independent sales

representatives, etc.) to conduct themselves consistently with this Policy, including by complying

with all applicable anti-corruption laws.

No employee shall engage in providing, offering, soliciting, receiving, or accepting any bribe,

kickback, or improper payment or benefit to or from any employee or representative of any

government, vendor, supplier, competitor, or other person or entity in any matter that has to do

with the Company. This prohibition is global in nature – it applies to the Company’s employees,

agents, representatives, and operations everywhere in the world (“Y-mAbs Personnel”).

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Any Y-mAbs Personnel who has knowledge of facts or incidents which he or she believes may

be in violation of this Policy has an obligation, promptly after learning of such fact or incident, to

review the matter with the Anti-Corruption Compliance Coordinator or report it to the Y-mAbs

Compliance Integrity Hotline (“Hotline”) .

Any employee who violates this Policy, who orders another to violate this Policy or who

knowingly permits any Y-mAbs Personnel to violate this Policy will be subject to appropriate

disciplinary action up to and including termination of employment.

The FCPA

The United States and many other countries prohibit bribery, whether of government officials,

commercial counterparties, or others. The FCPA was enacted to (1) prohibit bribes and other

illegal payments to officials of a foreign government, public international organization or foreign

political party to obtain or retain business or to secure any improper advantage; and (2) requires

companies to keep detailed books, records and accounts accurately reflecting corporate payments

and transactions as well as institute and maintain internal accounting control systems designed to

assure management’s control over such company’s assets. The FCPA carries severe penalties for

companies and individuals who violate its provisions. Such penalties can include fines and

imprisonment.

The anti-bribery provisions of the FCPA make it unlawful to offer, pay or promise to pay or give

anything of value to officials of a foreign government, public international organization or

foreign political party, or – with knowledge or belief that it will go to someone in any such class

of recipients – to any person for purposes of influencing official acts (including failures to act) in

order to assist in obtaining or retaining business or to secure an improper advantage.

Prohibited Practices

Briefly, the elements of a violation of the anti-bribery provisions of the FCPA include the

following:

1. The use of the mails or any means or instrumentality of interstate commerce

(unless the prohibited act is committed outside of the United States by a U.S.

person)

2. corruptly in furtherance of

3. an offer, payment, promise to pay, or authorization of the payment of anything of

value

4. to any foreign official, foreign political party, or candidate thereof, any officials

of a public international organization, or any intermediary while knowing or

believing that any portion of such payment will be offered, given, or promised to

such person

5. for the purpose of inducing such person to do any act or make any decision in his

official capacity, or use his influence with any foreign government,

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instrumentality or official thereof, to effect or influence any act or decision of

such government, official or instrumentality

6. in order to assist such company or person in obtaining or retaining business for or

with, or directing business to, any company or person or to secure any improper

advantage.

Each of these elements, including the definitions they rely on, should be interpreted to apply

broadly so as to prohibit a wide variety of payments to any of the various categories of

individuals.

Definitions

Important concepts embodied in the FCPA include the following:

1. Corrupt Intent. The word “corruptly” means intent to wrongly influence the recipient.

The offer, payment, promise or gift must be intended to induce the recipient to misuse his

official position to the payor’s benefit. This does not require that the official actually

misuse his position, only that the payor intended such a result in return for a thing of

value given. It is therefore likely that a payment or an offer to pay any amount made for

the purpose of influencing official action might be found to show an intent to “corruptly”

influence the recipient.

2. Foreign Official. The term “Foreign Official” is defined broadly. It means any officer or

employee of a foreign government or governmental department, agency, or

instrumentality, and includes any person acting in an official capacity on behalf of a

governmental entity. Foreign Official also includes officers of government-owned

companies (such as housing authorities, oil companies, electric utilities, hospitals),

members and candidates of a foreign political party and the officials of certain public

international organizations. In various enforcement actions, U.S. and foreign law

enforcement agencies have taken the position that certain HCPs fall within the FCPA’s or

other ABAC laws and regulations’ definition of Foreign Official. This category of HCPs

includes those who are employed by, teach at, or have privileges at government-owned or

controlled hospitals or public universities outside the United States. In keeping with its

commitment to the highest level of ethical business conduct, Y-mAbs applies this broad

interpretation of Foreign Official in this Policy. Because this term is interpreted broadly,

any doubts about whether a particular person is a Foreign Official should be resolved by

assuming that the individual involved is a Foreign Official for FCPA purposes.

3. Knowing. One cannot do indirectly that which he or she cannot do directly. As a result,

this element was introduced primarily to cover payments for illicit purposes to

intermediaries or foreign agents who would in turn make payment to Foreign Officials. A

company or person has knowledge of prohibited conduct if the company or person is (a)

aware that such person (to whom company resources are given) is engaging in such

conduct, that such circumstance exists, or that such result is substantially certain to occur

or (b) has a firm belief that such circumstance exists or that such result is substantially

certain to occur. A company or person is also deemed to have knowledge of a particular

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circumstance if the company is “aware of a high probability of the existence of such

circumstance, unless the person actually believes that such circumstance does not exist.”

Thus, a U.S. company can be held liable if its actions indicate a conscious disregard or

deliberate ignorance of circumstances that should reasonably alert the company to the

high probability of illegality. A U.S. company cannot turn a blind eye to suspicious

activities of its foreign finders, agents, representatives, or partners, hoping not to learn of

prohibited activity

4. Anything of Value. The anti-bribery provisions of the FCPA prohibit giving Anything of

Value to a Foreign Official. As with the elements of the FCPA, Anything of Value is

defined broadly so as to include not just outright cash payments, but also gifts such as

entertainment, transportation, lodging, or a promise of future employment, or any other

benefit, to the foreign official or relative of the Foreign Official. There is no minimum

dollar value that the gift must exceed.

Penalties

Penalties for violating the FCPA can be severe. For violations of the anti-bribery provisions of

the FCPA, companies are subject to criminal fines of up to $2,000,000 and civil fines up to

$10,000 per violation. Individuals are subject to criminal fines up to $250,000, imprisonment for

up to five (5) years, or both. Individuals are also subject to civil fines up to $10,000. Willful

violations of the accounting provisions of the FCPA can expose companies to up to $25 million

in criminal fines. Individuals can face up to $5 million in fines and imprisonment for as much as

twenty (20) years. In addition, companies and their officers, directors, employees, and agents

may face civil fines up to $10,000 per violation. Violations of the FCPA are not covered by

Directors and Officers Insurance, and individuals cannot be indemnified by the Company for

such violations.

The Company takes its obligations to comply with the FCPA seriously. Accordingly, Y-mAbs

Personnel who fail to follow the Company’s FCPA policy and procedures, whether expressly

stated in this Policy or otherwise, may be subject to adverse employment action, including, when

warranted, dismissal.

Permissible Payments

1. Threats of Violence. It is not a violation of the FCPA to make a payment that is extorted

under threat of physical violence. Nevertheless, no payments should be made under threat

of violence unless expressly approved by the Anti-Corruption Compliance Coordinator

(if the circumstances have made it impossible to obtain such approval beforehand, as in

the case of a threat of immediate violence, the incident should be reported to the Anti-

Corruption Compliance Coordinator as soon as possible). Threats of even severe

economic harm are not considered extortion and, therefore, payments in response to such

threats remain subject to the FCPA. For instance, payments in response to a demand by a

government tax auditor for a personal payment of cash in order to cause a multi-million

dollar tax audit to “go away” would violate the FCPA.

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2. Lawful Payments. The FCPA permits payments that are “lawful under the written laws

and regulations” of the official’s country. Such laws must not only be written, but also

unambiguous. The mere absence of written laws prohibiting certain activity does not

meet this requirement. Further, the fact that Foreign Officials may routinely ask for and

receive bribes does not make the payment of such bribes acceptable for the Company or

permissible under the FCPA. Prior written approval must be obtained from the Anti-

Corruption Compliance Coordinator before any payment may be made under this

provision.

3. Payment of Reasonable and Bona Fide Expenses. Companies may pay bona fide and

reasonable expenditures (including travel and lodging) incurred by or on behalf of a Foreign

Official if the payments are directly related to either (a) the promotion, demonstration or

explanation of products or services, or (b) the execution or performance of a contract with a

foreign government or agency. Such expenditures also should be consistent with the

Company’s policy on gifts, travel, and entertainment, as discussed below.

Possible Signs of Corruption Risk

You cannot evade – and, in fact, will often incur – liability under the FCPA or other applicable

anti-corruption laws by ignoring suspicious conduct. Certain situations arise which may indicate

a potential violation of such laws. The following “red flags” are merely a representative list of

the types of circumstances that may suggest a potential violation and require follow up with the

counter-party/intermediary. Y-mAbs Personnel should always be alert to signs that a transaction

is “wrong.”

1. Payments greater than “normal”. These may be finders’ fees, agents’ fees or payments

for goods or services which are or would appear to be more than normal.

2. Third-party payments. Payments to persons outside the normal scope of the transaction.

This includes payments made to accounts or persons in third countries. There may be

reasonable explanations for making third-party payments, but such reasons must be

documented and approved before such payments are made.

3. Large bonuses. Although not inherently illegal, large bonuses which are success-based

require careful scrutiny since the recipient of such a bonus may be tempted to share a

portion of the bonus with a Foreign Official if the Foreign Official agrees to exercise his

influence to secure an order for the Company.

4. Over-invoicing. Invoices which are unreasonably higher than normal and inadequately

documented as to products or services delivered or received compared to prices charged

or paid can be a sign that money is being siphoned for inappropriate uses. In addition to

an auditing concern, such invoices can be a sign of FCPA problems as well.

5. Lack of standard invoices. Abbreviated, “customized” or non-industry-standard invoices

can be an indication of efforts to hide or disguise payments for unauthorized purposes.

Insist on standard invoices (and understand what they are) or demand a satisfactory and

credible explanation for any variations.

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6. Unusual credits granted to new customers. Pre-payments, extensions of credit and cash

advances to new and unfamiliar customers must be avoided. Such conditions are

sometimes a sign that money must be placed in the hands of local officials before an

order can be completed.

7. Checks drawn to “cash”. Any transaction that is not adequately documented as to its true

commercial purpose could not only indicate an FCPA problem, it could also subject the

Company to additional sanctions for violations of its accounting standards and record-

keeping obligations. Carefully, clearly, and accurately document all payments to or from

the Company customers, finders, and other parties with whom the Company does

business.

Selecting Local Parties

Finders, customers, agents, business partners, contractors, and venture partners (collectively,

“local parties”) all can be sources of corruption risks. Before retaining a local party, the

Company conducts risk-based due diligence. Such due diligence considers, among other things:

(i) the services that will be provided; (ii) where the services will be rendered; (iii) the experience,

credentials, qualifications, and reputation of the local party, including whether any information

suggests a history of or potential for corrupt activity; and (iv) the potential for the local party to

interact with government officials, especially if within a country presenting an elevated

corruption risk. The level of due diligence that is needed varies, depending on the risks

presented.

Once a local party (such as a finder) has been selected, it is important that the Company retain

control over that local party’s activities involving the Company and its products. Attached as

Appendix A to this Policy is sample contract language that should be considered whenever the

Company engages or compensates a local party.

Possible Red Flags Regarding Local Parties

The following are indicators of potential problems with anti-corruption compliance by local

parties:

1. The local party is doing business in a country which previously has had problems

with bribery of its officials (an improper payment question which arises in a

country that traditionally has had a bribery problem indicates a high-risk

situation).

2. The local party has a reputation for paying bribes

3. The local party requests excessive fees or commissions.

4. The local requests payment in cash.

5. The local party requests that payments be made to third parties or to bank

accounts in countries other than the country in which the local party is acting on

the Company’s behalf.

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6. The local party has a special relationship to the foreign government (if the local

party’s relatives, partners, owners, principals, or staff members are officials,

officers, or representatives of a foreign government or political party or

candidates for political office, there may be a potential for an FCPA violation).

7. The local party refuses to provide representations on his conduct (such as whether

the agent is aware of the FCPA and has not taken, and will not take, any action

that would violate the FCPA).

8. The local party requests payment of exorbitant travel and entertainment expenses

or gifts for Foreign Officials, or requests reimbursement of such expenses not

approved in advance.

9. The local party requests that its relationship with the Company be kept secret.

10. The local party misrepresents its background, history, or experience in our

industry or in the foreign jurisdiction in which it operates.

Gifts, Travel, and Entertainment

A Foreign Official, whether foreign or domestic, should not be given anything of value, in any

context, unless: (i) advance approval, in writing, is requested and received from the Anti-

Corruption Compliance Coordinator; or (ii) the Company’s Anti-Corruption Compliance

Coordinator

previously has issued a standing written policy that the particular item may be given

to a government official without requiring independent approval (e.g., a meal below a certain

threshold).

Furthermore, all of the following conditions must be met:

• The Foreign Official is permitted under applicable laws to accept what he or she has been

offered;

• The transaction does not involve giving cash or a cash equivalent, such as a gift card, pre-

paid card, check, loan, or discount;

• The transaction will be provided in connection with the promotion, demonstration, or

explanation of the Company products, services, or initiatives; and

• The transaction is conducted openly and transparently, and is promptly, accurately, and

fully recorded in the Company’s books and records.

In addition, no Foreign Official may receive anything of value from Y-mAbs Personnel without

the prior written approval of the Anti-Corruption Compliance Coordinator. Additionally,

payment for travel, lodging, or associated expenses for a government official is prohibited

without the prior written approval of the Anti-Corruption Compliance Coordinator. Where such

approval is provided, any payments must be directly related to a legitimate business purpose and

provided directly by the Company to the provider of the travel, lodging, or associated service.

Cash payments and cash per diems are prohibited.

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Payment of any expenses of a spouse or other relative of a Foreign Official is likewise prohibited

unless approved in advance by the Anti-Corruption Compliance Coordinator.

When something of value is provided to a Foreign Official, the responsible Y-mAbs Personnel is

required to report accurately the expense. The employee must identify the Foreign Official

beneficiaries; the government entities or agencies with which they are affiliated; the amount,

date, and purpose of the expenditure; and whether the Company has any business currently

pending or anticipated before the Foreign Official.

The AKS and Stark laws

The AKS prohibits the knowing and willful payment of "remuneration" to induce or reward

patient referrals or the generation of business involving any item or service payable by the

Federal health care programs (e.g., drugs, supplies, or health care services for Medicare or

Medicaid patients). Remuneration includes anything of value and can take many forms besides

cash, such as free rent, expensive hotel stays and meals, and excessive compensation for medical

directorships or consultancies. The statute covers the payers of kickbacks - those who offer or

pay remuneration - as well as the recipients of kickbacks - those who solicit or receive

remuneration. Each party's intent is a key element of their liability under the AKS.

The AKS has significant civil and criminal administrative sanctions for violating the AKS

including fines, jail terms, and exclusion from participation in the Federal health care programs.

Under the Civil Money Penalties Law (CMPL), entities or individuals who pay or accept

kickbacks also face penalties of up to $50,000 per kickback plus three times the amount of the

remuneration.

Safe harbors protect certain payment and business practices that could otherwise implicate the

AKS from criminal and civil prosecution. To be protected by a safe harbor, an arrangement must

fit squarely in the safe harbor and satisfy all of its requirements. Some safe harbors address

personal services and rental agreements, investments in ambulatory surgical centers, and

payments to bona fide employees.

For this reason, Y-mAbs closely examines any potential arrangement with a potential referral

source such as physicians, consultants, or other HCPs.

Stark Laws (See 42 U.S.C. § 1395nn) are a set of United States federal civil laws that prohibit

physician self-referral, specifically a referral by a physician of a Medicare or Medicaid patient

to an entity providing designated health services (“DHS”) if the physician (or his/her immediate

family member) has a financial relationship with that entity. Although the financial penalties

may be even greater than with the AKS, these are non-criminal charges. Penalties for violations

of Stark Law include denial of payment for the DHS provided, refund of monies received by

physicians and facilities for amounts collected, payment of civil penalties of up to $15,000 for

each service that a person "knows or should know" was provided in violation of the law, and

three times the amount of improper payment the entity received from the Medicare program,

exclusion from the Medicare program and/or state healthcare programs including Medicaid and

payment of civil penalties for attempting to circumvent the law of up to $100,000 for each

circumvention scheme.

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The FCA

The civil FCA protects entities or individuals from overcharging the Government. It also makes

it illegal to sell the government shoddy or defective goods. Under the FCA, it is illegal to

knowingly submit false or fraudulent claims for payment to a federally financed program

(“FFP”), e.g. Medicare, Medicaid, or TriCare. Filing false claims may result in fines of up to

three times the programs' loss plus $11,000 per claim filed. Under the civil FCA, each instance

of an item or a service billed to Medicare or Medicaid counts as a claim, so fines can add up

quickly. The fact that a claim results from a kickback or is made in violation of the Stark law

also may render it false or fraudulent, creating liability under the civil FCA as well as the AKS

or Stark law. In addition, off-label promotion can result in claims against Y-mAbs under the

FCA.

The civil FCA does not require specific intent to defraud. Rather the civil FCA defines

"knowing" to include not only actual knowledge but also instances in which the person acted in

deliberate ignorance or reckless disregard of the truth or falsity of the information. Further, the

civil FCA contains a whistleblower provision that allows a private individual to file a lawsuit on

behalf of the United States and entitles that whistleblower to a percentage of any recoveries.

Whistleblowers could be current or ex-business partners, hospital or office staff, patients, or

competitors. Most states have parallel FCAs.

There also is a criminal FCA (18 U.S.C. § 287). Criminal penalties for submitting false claims

include imprisonment and criminal fines.

The Office of Inspector General (“OIG”), Health and Human Services, also may impose

administrative civil monetary penalties for false or fraudulent claims, as discussed below.

Besides the AKS, the beneficiary inducement statute (42 U.S.C. § 1320a-7a(a)(5)) imposes civil

monetary penalties on entities and individuals who offer remuneration to Medicare and Medicaid

beneficiaries to influence them to use their services. As discussed above, remuneration need not

be cash payments, but may, in some circumstances include meals, gifts, travel expenses, and the

like. For these reasons, Y-mAbs patient support and caregiver programs must be closely vetted.

Exclusion Statute [42 U.S.C. § 1320a-7]

OIG must exclude from participation in all FFPs individuals and entities convicted of the

following types of criminal offenses: (1) Medicare or Medicaid fraud, as well as any other

offenses related to the delivery of items or services under Medicare or Medicaid; (2) patient

abuse or neglect; (3) felony convictions for other health-care-related fraud, theft, or other

financial misconduct; and (4) felony convictions for unlawful manufacture, distribution,

prescription, or dispensing of controlled substances.

OIG has discretion to exclude individuals and entities on several other grounds, including

misdemeanor convictions related to health care fraud other than Medicare or Medicaid fraud or

misdemeanor convictions in connection with the unlawful manufacture, distribution,

prescription, or dispensing of controlled substances; suspension, revocation, or surrender of a

license to provide health care for reasons bearing on professional competence, professional

performance, or financial integrity; provision of unnecessary or substandard services; submission

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of false or fraudulent claims to a Federal health care program; engaging in unlawful kickback

arrangements; and defaulting on health education loan or scholarship obligations.

For this reason, the Company will not retain any Y-mAbs Personnel or other entity excluded

from participation in any FFP.

Political and Charitable Contributions

This Policy also applies to political and charitable contributions, in any form, that may directly

or indirectly benefit a foreign official. Such contributions present potential FCPA risk.

No Company funds may be given to political candidates, whether in the U.S. or elsewhere. No

Company funds may be given to any foreign political party without the prior written approval of

the Anti-Corruption Compliance Coordinator. You may engage in political activity with your

own resources on your own time, but you may not violate the FCPA or this Policy.

No Company funds may be used to make charitable contributions to any organization that is

based outside the U.S. without the prior written approval of the Anti-Corruption Compliance

Coordinator.

Designation of Anti-Corruption Compliance Coordinator

Compliance with the FCPA and other anti-corruption laws demands the attention of each Y-

mAbs Personnel who negotiates with, or facilitates payments or transfers of value to, Foreign

Officials. To facilitate compliance, the following procedures will be implemented.

1. Sune R. Nyland, Vice President and General Counsel of the Company, is

designated as the Anti-Corruption Compliance Coordinator for the Company. He

can be contacted by phone at +45 70 26 14 14, or by email at [email protected] .

For purposes of this Policy, references to the Anti-Corruption Compliance

Coordinator are to Mr. Nyland and his respective successors.

2. The Anti-Corruption Compliance Coordinator is responsible for distributing

copies of this Policy and any supplemental material that may be provided to all

affected Y-mAbs Personnel and securing an Acknowledgment from each such

employee with a Compliance Statement that the employee has received a copy of

this Policy, that he or she is familiar with it, and the related procedures, including

the prohibition of any activity in violation of the FCPA or other applicable anti-

corruption laws, and that he or she agrees to abide by such Policy.

3. The Anti-Corruption Compliance Coordinator is responsible for providing advice

when questions concerning potential violations of the FCPA or other anti-corruption

laws arise and for maintaining copies of the Compliance Statements.

4. The Anti-Corruption Compliance Coordinator is to provide advice and guidance to

the Company and to take whatever additional steps he or she deems necessary to

assure that compliance with the FCPA is being achieved.

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Questions and Concerns

Y-mAbs Personnel with questions about how to comply with this Policy should contact the Anti-

Corruption Compliance Coordinator. Similarly, any Y-mAbs Personnel who believes that the

Company or one of its officers, employees, finders, agents, or associates is acting in violation of

the FCPA or this Policy should report such concerns to the Anti-Corruption Compliance

Coordinator or the Y-mAbs Compliance Integrity Hotline.

****

Adopted by the Board of Directors on September 29, 2020.

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OFAC COMPLIANCE

Introduction and Policy Statement

The Company is committed to complying with all applicable economic and trade sanctions laws

and regulations, including all U.S. sanctions.

Specifically, the U.S. government maintains economic and trade sanctions against:

• certain foreign countries (including, for example, Iran, Cuba, Sudan, and Syria) that

have policies opposed by the United States;

• certain organizations and their members that sponsor, finance, or engage in

terrorism;

• certain persons and entities that present threats to U.S. national security; and

• international drug traffickers.

These sanctions are implemented, administered, and enforced by the U.S. Treasury Department’s

Office of Foreign Assets Control (“OFAC”).

All U.S. persons (including U.S. citizens and permanent residents and businesses incorporated in

the United States) must comply with U.S. sanctions and generally must refrain from doing

business with or otherwise participating in transactions that involve U.S. sanctioned persons,

entities, or countries.

Importantly, the U.S. sanctions restrictions apply to U.S. citizens whether based in the United

States or traveling abroad. Thus, for example, a Company employee who is a U.S. citizen cannot

do business with a sanctioned person even if that employee is on a business trip outside the

United States. These U.S. restrictions likewise apply even if the laws of the foreign country in

which the employee is located do not prohibit or restrict the transaction.

OFAC maintains lists of those persons, entities and jurisdictions that are subject to U.S.

sanctions restrictions. Individuals and entities subject to sanctions may be named on the OFAC

list of Specially Designated Nationals and other Blocked Persons (the “OFAC SDN List”). This

list is long and changes frequently; a searchable database of OFAC’s lists, including the SDN

List, is found at https://sdnsearch.ofac.treas.gov.

Included as Appendix B is a (non-comprehensive) list of jurisdictions subject to, or in which

certain persons are subject to, U.S. sanctions.

The scope and type of sanctions applicable to the

In addition to OFAC sanctions, the U.S. government maintains export control restrictions that limit the

ability of U.S. persons to export certain goods and services (such as certain military or dual-use technology and

products) abroad. The Anti-Corruption Compliance Coordinator

will advise Company employees if these

restrictions are applicable to any of the Company’s business operations.

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various jurisdictions differs considerably. Some of these jurisdictions are subject to

comprehensive embargoes that prohibit nearly all transactions with related persons and entities

(for example, Cuba and Iran), while other countries are subject to more limited sanctions.

Failure to comply with U.S. sanctions can result in severe civil or criminal penalties applied

against the Company and Y-mAbs Personnel who are involved in violations. In addition, failure

to comply with OFAC sanctions can result in damage to the Company’s good name and

reputation. For this reason, the Company may impose disciplinary measures up to and including

termination of employment and forfeiture of benefits for failure to abide strictly by this Policy.

The Prohibition on Dealing with Sanctioned Parties

To comply with U.S. sanctions, the Company requires the following steps to be undertaken.

A. Watch for Red Flags

In dealings with a counterparty that is based outside the United States, or when engaging in

transactions that otherwise involve non-U.S. third persons, Y-mAbs Personnel should be alert to

possible sanctions-related issues, including the following situations, which describe commonly-

encountered “red flags”:

• a counterparty is based in or has operations in any of the countries listed in

Appendix B;

• a counterparty has a bank account in any of the countries listed in Appendix B;

• the Company receives wires or funds transfers from, or requests to remit money to,

any of the countries listed in Appendix B;

• any principals or beneficial owners of a counterparty are based in any of the

countries listed in Appendix B;

• any counterparty does not want to reveal its beneficial owners or principals, or

displays suspicious secrecy about itself and its business;

• any counterparty asks questions, raises concerns about or requests an exemption

from the Company’s trade sanctions policy and compliance procedures.

As described further below, if a Y-mABs Personnel believes he or she has identified a sanctions-

related “red flag,” the issue should be immediately brought to the attention of his or her manager

or the Anti-Corruption Compliance Coordinator. All transactions and other dealings related to

the “red flag” should be ceased until further guidance from the Company’s Anti-Corruption

Compliance Coordinator is provided.

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B. Conduct Due Diligence

Prior to entering into a contract with any counterparty or conducting a transaction that may

involve a non-U.S. person or entity, the Company personnel shall consider whether adequate due

diligence has been conducted on such persons to ensure that none are subject to U.S. sanctions.

Appropriate diligence should involve, at a minimum, ensuring that such persons, including their

principals and beneficial owners, are not found on any of OFAC’s lists, including the SDN List.

A searchable database of OFAC’s lists, including the SDN List, is found at

https://sdnsearch.ofac.treas.gov. Those the Company personnel with responsibility for the

contract are required to contact the Anti-Corruption Compliance Coordinator to ensure that such

diligence has been conducted.

In addition, the Company has compliance obligations with respect to all joint ventures and other

strategic business partners. Before entering into any joint venture, merger or acquisition, the

Company shall conduct due diligence on the other parties to the proposed joint venture, merger,

or acquisition. This due diligence, including how the Company reasonably confirmed the lack of

any U.S. sanctions issues, should be prepared and kept in the Company’s files for an appropriate

period of time.

C. Ensure Appropriate Contract Provisions

The Anti-Corruption Compliance Coordinator is responsible for ensuring that contracts with

counterparties, as appropriate, should include (a) representations from the counterparty that

neither it nor its principals or beneficial owners are subject to OFAC sanctions, and (b)

covenants that, as part of fulfilling its contractual obligations to the Company, the counterparty

will not engage in conduct that violates U.S. sanctions, including, for example, by using sub-

contractors who are subject to U.S. sanctions.

Any standard or model contracts that the Company uses for international sales should include

OFAC compliance language.

D. Report Issues and Transactions

Any transaction that a Y-mAbs Personnel believes may raise a sanctions problem should be

immediately brought to the attention of his or her manager or the Anti-Corruption Compliance

Coordinator

. As noted above, all transactions and other dealings with the counterparty should be

ceased until further guidance from the Anti-Corruption Compliance Coordinator is provided.

If a prohibited counterparty to a transaction is identified, engaging in, or otherwise furthering the

transaction is illegal. Depending on the particular facts involved, the Company will be obligated

at that time either (a) to reject the illegal transaction or (b) to block (i.e., freeze) any property,

including currency, of the sanctioned counterparty that is under the Company’s possession or

control, establish a blocked account to hold such property, and report the transaction and blocked

account to OFAC within ten (10) days. Failure to reject or block and report an illicit transaction

as required could result in severe civil and criminal penalties, even if another person or

institution involved in the transaction has taken the required steps and reported the transaction.

- 15 -

In addition, if the Company learns that it has in the past violated OFAC sanctions, it may

determine to self-report such violations to OFAC. OFAC gives substantial credit to persons who

self-report violations, which credit may significantly lessen penalties and other adverse

consequences. Thus, employees should inform the Anti-Corruption Compliance Coordinator, even

if the conduct or transaction at issue has already occurred. The Company ultimately will make a

decision about self-reporting any violation.

E. Responding to Inquiries

Any inquiry about a rejected/blocked transaction, the Company’s sanctions policy or any past

sanctions issues/violations should be directed to the Anti-Corruption Compliance Coordinator.

****

Adopted by the Board of Directors on September 29, 2020.

A-1

APPENDIX A

Anti-Corruption Contract Provision Language

(a) Local Party warrants and represents to the Company that neither Local

Party nor any of its officers, directors, employees, agents or other representatives has performed

or will perform any of the following acts in connection with this Agreement, any sale made or to

be made hereunder, any compensation paid or to be paid hereunder, or any other transactions

involving the business interests of the Company: pay, offer or promise to pay, or authorize the

payment of, any money, or give or promise to give, or authorize the giving of, any services or

anything else of value, either directly or through a third party, to any official or employee of any

governmental authority or instrumentality, or of a public international organization, or of any

agency or subdivision thereof, or to any political party or official thereof or to any candidate for

political office for the purpose of (i) influencing any act or decision of that person in his official

capacity, including a decision to fail to perform his official functions with such governmental

agency or instrumentality or such public international organization or such political party, (ii)

inducing such person to use his influence with such governmental agency or instrumentality or

such public international organization or such political party to affect or influence any act or

decision thereof or (iii) securing any improper advantage.

(b) If Local Party breaches any of the covenants set forth in clause (a),

above, (i) this Agreement shall become void; (ii) the Company shall have a right of action

against Local Party for the amount of any monetary payment or thing of value made or given by

Local Party in breach of any of such covenants; (iii) all obligations by the Company to pay any

Fee or other compensation to Local Party shall cease immediately; and (iv) the Company may at

its sole discretion, rescind this Agreement and Local Party shall immediately return to the

Company any Fee paid to Local Party arising from any transaction in violation of clause (a),

above.

These provisions are provided for purposes of guidance and illustration only. Contracts involving

the Company’s interests in international transactions should always be coordinated with the

Company’s Anti-Corruption Compliance Coordinator.

B-1

APPENDIX B

List of jurisdictions subject to U.S. Sanctions

As described in the Policy, if persons or entities located or established in any of the

below countries are involved a transaction or other business dealing, Y-mAbs Personnel should

immediately cease involvement in the transaction and consult with the Anti-Corruption

Compliance Coordinator

before further engagement.

Balkans (States of the former Yugoslavia)

Belarus

Burundi

Central African Republic

China (Hong Kong)

Cuba

Democratic Republic of the Congo

Iran

Iraq (the Regime of Saddam Hussein)

Lebanon

Libya

Mali

Nicaragua

North Korea

Russia

Somalia

South Sudan

Sudan and Darfur

South Sudan

Syria

Ukraine

Venezuela

Yemen

Zimbabwe

[Not all transactions involving each of these countries are prohibited. Applicable sanctions vary and,

depending on the facts, it may be possible to structure a transaction that fits with legal requirements.

The Anti-Corruption Compliance Coordinator will advise as to what is permissible.]