Preface

The term “employee/employees” mentioned throughout this Code of Conduct applies to all Calico employees, temps, vendors, visiting scholars, and contractors.

Calico’s Code of Conduct sets forth the standards by which we conduct our operations. It covers a range of subjects, from the use of Calico funds to conflicts of interest and protection of Calico information. How we conduct our business and how we treat others — our colleagues, suppliers, and business partners — will continue to influence how we feel about Calico and how the world views Calico. We expect all employees to represent Calico in a manner that is consistent with our values.

Employees of Calico should do the right thing — a commitment to integrity, treating each other with respect, acting honestly and ethically, and complying with the letter and intent of the law are critical to our continued success.

We expect all of our employees to know and follow this Code of Conduct.

Calico managers are responsible for ensuring that all employees reporting to them receive the help and advice they need to comply with the Calico Code of Conduct.

If you have a compliance concern, it is generally best to talk to your manager about it face to face. If you are uncomfortable discussing a compliance concern with your manager, there are several options available to you:

• Contact Calico HR
• Calico Helpline or;
• Alphabet Helpline, Alphabet Guiding Principles

Any employee who raises a compliance concern in good faith acts in the interest of Calico and deserves support. Calico will not tolerate any retaliation against an employee who raises a compliance concern in good faith.

In our daily work, we may face situations from time to time that are not explicitly covered by the Calico Code of Conduct (or other Calico policies and guidelines). If you are unsure about the correct behavior, you should ask yourself the following questions:

• Is my behavior legal?
• Is it in line with Calico’s values and principles?
• Does it comply with the Calico Code of Conduct?
• Could it have negative consequences for Calico or myself?
• Would Calico be comfortable if it were reported in the press?

I. Avoid Conflicts of Interest

A conflict of interest may arise any time competing loyalties could cause you to pursue a personal benefit for you, your friends, or your family at the expense of Calico. Avoid conflicts of interest and circumstances that reasonably appear to be a conflict. Sometimes a situation that previously didn’t present a conflict of interest may develop into one.  When faced with a potential conflict, ask yourself:

• Would this activity create an actual or apparent benefit for me, my friends, or my family?
• Would this activity harm my reputation or hurt my ability to do my job?
• Would this activity embarrass Calico or me if it showed up in the press?

If the answer to any of these questions is “yes,” the relationship or situation is likely to constitute a conflict of interest, and you should avoid it. If you have any questions about this, please speak to management.

If you or someone with whom you have a close relationship (e.g., a family member or close companion) has a financial or employment relationship with a competitor or supplier, you must disclose this fact in writing to Human Resources.  You should be aware that if you enter a personal relationship with a subordinate employee, or with an employee of a competitor or supplier, it may result in a conflict of interest. Where the relationship is consensual between Company employees who are peers, each must exercise good judgment and appropriate workplace behavior that does not have a negative impact on other employees or the work environment.

You must carefully consider the potential conflict of interest prior to the acceptance of secondary employment. Professional engagements outside of Calico, including third-party board memberships, can result in conflicts of interest. Calico’s policies with respect to an employee’s ability to accept a board or scientific advisory board (SAB) membership in a third-party company are outlined below:

Board Membership Matrix

	Potential/perceived conflict; prospective BOD or SAB member receives (or does not receive) compensation for BOD or SAB service	No potential/perceived conflict; prospective BOD or SAB member receives (or does not receive) compensation for BOD or SAB service
For Profit BOD	BOD membership not permitted	CEO approval needed, in advance, for BOD membership
For Profit SAB	CEO notified in advance, SAB membership not permitted (but if recusal is possible, then membership may be permitted with CEO approval)	CEO approval needed, in advance, for SAB membership
Not-For-Profit BOD	CEO notified in advance, BOD membership not permitted (but if recusal is possible, then membership may be permitted with CEO approval)	CEO approval needed, in advance, for BOD membership
Not-For-Profit SAB	CEO notified in advance, SAB membership not permitted (but if recusal is possible, then membership may be permitted with CEO approval)	CEO approval needed, in advance, for SAB membership

II. Gifts and Entertainment

To avoid both the reality and perception of improper relations with existing or potential business partners, Calico employees should adhere to the following principles:

Giving Gifts & Entertainment

• Gifts or entertainment may be given only where appropriate and where there is no risk of creating the perception of influencing the recipient in a decision.
• Gifts and entertainment may only be given if less than US $100 in value per person and not more than once in any three-month period to the same individual or company. See Calico’s Gifts & Entertainment Policy for more details.
• You may not directly or indirectly give anything of value to any government official. See the section on Anti-Bribery Laws below for more details.
• The amount of Calico honorarium given to guest speakers/contributors is determined by Calico’s expense policy.

Receiving Gifts & Entertainment

• Demanding or soliciting gifts or entertainment of any kind is prohibited.
• Gifts or entertainment may only be accepted if they are less than US $100 per person, appropriate, arise out of the normal course of business, and not more than once in any three-month period. See Calico’s Gifts & Entertainment Policy for more details.
• Calico employees, with the exception of post-docs, may not receive honoraria. In lieu of receiving an honorarium, a request can be made by Calico employees that the honorarium-granting entity donate to the entity’s choice of charity. Post-docs may receive honoraria up to US $1,000.
• The receipt of scientific awards or honors is permissible. However, please disclose the prize to your manager before accepting it. Your manager must determine that no conflict of interest exists.

III. Confidential Information

As Calico employees, we have access to confidential information related to our business. Only share confidential information with a person who needs to know said information for essential business reasons and who is entitled to get this information.  If we share confidential information with a third party, any exchange of such information is subject to the signing of a confidentiality agreement.

It is imperative that as a Calico employee you never impart information to others at Calico that is confidential (e.g. information from previous employers).

Other responsibilities that Calico employees have with respect to confidential material:

• Properly secure, label, and (when appropriate) dispose of confidential information.
• Safeguard confidential information that Calico receives from others under non-disclosure agreements.

As a member of the Alphabet family, you may become knowledgeable of sensitive or confidential information related to Alphabet including financial, partner, business, technical and intellectual property information, and must ensure that such information remains confidential. 

You may not access or use the confidential information of other Alphabet companies except as permitted and reasonably necessary for valid business purposes within the scope of your employment. You shall take all reasonable steps to maintain the confidential status of any such information just as you are obligated to do for Calico confidential information.

Do not disclose any confidential information about Calico or any Alphabet company, including, for example, financial, partner, business, technical and IP information, without appropriate sign-off, which may include obtaining consent from other affected Alphabet companies before any disclosures can be made.

IV. Obey the Law

Calico employees should comply with all applicable legal requirements and understand the major laws and regulations that apply to their work. A few specific laws are easy to violate unintentionally and are worth pointing out here.

Nothing in these policies or any other policy, limits employees’ rights to (1) talk about pay, hours, or other terms of employment or working conditions, or (2) communicate with a government agency or official regarding those topics or any violation of the law.

If you have any questions about these laws or other laws governing our work, please contact [email protected].

Trade Controls

Various trade laws control where we can send or receive our products and services.

These laws are complex and apply to:

• importing and exporting goods to or from the United States and other countries
• exporting services or providing services to non-U.S. persons
• exporting or sharing technical data, especially data originating in the U.S.

If you are involved in sending or making available physical goods, software, technical data, or services from one country to another or to non-U.S. persons regardless of location, work with your manager to ensure that the transaction stays within the bounds of applicable laws.

Competition Laws

Be sure you follow all laws designed to promote free and fair competition and protect consumers.

These laws generally prohibit:

• Arrangements with competitors that restrain trade
• Abuse of market power to unfairly disadvantage competitors
• Misleading or harming consumers

Copyright Laws

Violation of copyrights, patents, trade secrets and the terms of license agreements are prohibited by law under most circumstances. Copies of software should be made only with proper authorization. Unauthorized duplication of materials is not allowed.

Anti-Bribery Laws

Dealings with government officials

Various laws prohibit seeking to influence official action by offering or giving anything of value to government officials, candidates for public office, employees of government-owned or -controlled companies, public international organizations, or political parties. Do not give gifts or anything else of value, including things like meals, entertainment, travel, political or charitable contributions, or job offers for government officials’ relatives. Additional details can be found in our Government Anti-Bribery Policy.

Various laws that prohibit bribery in different settings

Our rule is simple — don’t bribe anybody, at any time, for any reason.

V. Good Operating Practices

Calico adheres to sound quality practices in our operations. This means that we comply with all applicable laws dealing with Good Laboratory Practices and Good Clinical Practices (collectively included under GxP). All employees who are engaged in related activities are expected to know their relevant GxP responsibilities.

VI. Financial Integrity and Responsibility

It is important we ensure that money is appropriately spent, our financial records are complete and accurate, and our internal controls are honored.  

If your job involves the financial recording of our transactions, make sure that you are familiar with all relevant policies.

Never interfere with the auditing of financial records. Similarly, never falsify any company record or account.

If you suspect or observe any irregularities relating to financial integrity or fiscal responsibility, no matter how small, immediately report them to John Whiting  Chief Finance Officer and Chief Compliance Officer, [email protected].

VII. Scientific Integrity

Calico is committed to the highest standards of professional conduct and integrity in research.

• We properly collect, record and maintain research data.
• We take responsibility for all publications and presentations of which we are author or co-author.
• We appropriately acknowledge, in publications and presentations, those who have contributed to our research.
• We do not tolerate plagiarism, falsification, fabrication of research data or other scientific misconduct.

VIII. Data Integrity

Data integrity is key to our business.

You must ensure that any data, information or records which you create, or for which you are responsible, are true and fair. Data, information and records can take many forms, ranging from financial reports, research and development data, to your personal travel and expense claims or even your emails.

You must never make a false or misleading statement or entry in any report, publication record or expense claim.

Falsifying records and accounts or misrepresenting facts may constitute fraud. In addition to Calico’s liability as a company, employees who engage in such illegal behavior may be subject to severe penalties.

IX. Data Privacy

We respect the privacy of our employees and safeguard the confidentiality of employee records. Calico collects and retains personal information needed to support functions such as benefits, compensation and payroll. We will protect private employee personal information and use it only for legitimate business purposes, in accordance with all relevant laws.

We’re required to protect the privacy and security of any personal data we collect or handle. Security procedures strictly limit access to and use of personal information, and require that each of us take measures to protect data from unauthorized access.

Know your responsibilities under these procedures, and comply with Privacy and Information Security at Calico and with any applicable data protection laws.

Human Subjects Research Data

We believe in the importance of respecting the privacy of all of those with whom we do business. This is particularly true with patients and clinical trial participants. Calico provides mandatory training for all employees using human subjects data that involves personal identifiable information.

Research that involves humans is subject to regulation. Applicable regulations include requirements for adherence to IRB-approved research protocols, maintenance of documentation and records, obtaining informed consents, and reporting of adverse events. Investigators are responsible for identifying all applicable regulations and complying with them.

Some information, obtained by third parties, is utilized by Calico researchers via contractual agreement with those third parties. It is essential that we maintain data privacy for this type of human subjects research data as well.

X. Data Security

We protect the confidentiality, integrity and availability of critical information, regardless of its form and location.

We must take reasonable steps to protect private information from loss, misuse, unauthorized access, disclosure or alteration.

Mandatory training may be required, depending on the type of data you handle. All employees who are engaged in data-related activities are expected to know their relevant responsibilities with respect to data security. 

XI. Electronic Communication Tools/Social Media

Employees should use Calico’s electronic communication tools primarily for Calico’s business purposes and handle these tools with care.

The following principles apply to professional use of social media on behalf of Calico, as well as personal use of social media when referencing Calico:

• Employees should protect the business and colleagues by only sharing and referring to content that is in the public domain. Additionally, employees should obtain permission to use a third party’s copyrights, copyrighted material, trademarks or other intellectual property.
• Although not an exclusive list, some specific examples of prohibited social media conduct include posting commentary, content, or images that are defamatory, pornographic, proprietary, harassing, libelous, or that can create a hostile work environment.
• Social media networks, blogs and other types of online content sometimes generate press and media attention or legal questions. Employees should refer these inquiries to [email protected].
• Familiarize yourself with and follow Calico’s social media checklist.
• Social media use shouldn’t interfere with an employee’s responsibilities at Calico.
• Running large personal jobs on Calico equipment (e.g. computer clusters) that consume significant resources or impacts the business-related work of others is not permitted.

XII. Discrimination or Harassment

Calico is committed to being an “equal opportunity employer”. This applies to all terms and conditions of employment, including hiring, placement, promotion, termination, and compensation.

Calico is also committed to providing a work environment free of sexual harassment and prohibits any form of employee harassment or discrimination based on race, gender, color, national origin, religion, age, sexual orientation, disability, or other legally protected characteristics. It is Calico’s policy to comply with all applicable national, state and local laws pertaining to nondiscrimination and equal opportunity.

If you believe you’ve been bullied or harassed by anyone at Calico, or by a Calico partner or vendor, we strongly encourage you to immediately report the incident to:

• Your immediate manager or next level manager or;
• Contact Calico HR
• Calico Helpline or;
• Alphabet Helpline

Similarly, managers who learn of any such incident should immediately report it to Human Resources. HR will promptly and thoroughly investigate any complaints and take appropriate action.

XIII. Public Communications and Media Inquiries

All communications with the news media are potentially important and reflect upon Calico’s image and business. Communications from Calico need to be consistent, and all regulatory and legal obligations need to be fulfilled. Ensure that you have the appropriate approval prior to engaging in communications with the news media.

Media requests for information should be referred to [email protected].

XIV. Philanthropic Sponsorships and Donations

Address any request for philanthropic sponsorship and donation to our Philanthropy Committee at [email protected].

XV. Conclusion

We rely on one another’s good judgment to uphold a high standard of integrity for ourselves and our company. We expect all employees to be guided by both the letter and the spirit of this Code of Conduct.

Thank you for your continued dedication to Calico and your commitment to upholding the standards set forth in our Code of Conduct.