BUSINESS CONDUCT, COMPLIANCE AND ETHICS PROGRAM

Business and Governmental Relations

Novation is committed to competing in the marketplace fairly and in full accordance with all applicable
laws and regulations.

Advocating Novation’s Position

Novation utilizes several industry organizations to promote the company’s position to governmental agencies and others, including the Health Industry Group Purchasing Association and the Healthcare Group Purchasing Industry Initiative. In addition, Novation will at all times represent itself with the highest ethics and integrity while vigorously defending its rights.

Antitrust

Novation and its employees are required to respect the principles and rules of fair competition, and are not permitted to violate applicable antitrust laws. The antitrust laws apply to all business arrangements, irrespective of their form, as well as to business conduct in general. The antitrust laws are complex, and violations can result in severe penalties for both Novation (e.g., substantial fines and penalties) and its employees (e.g., substantial fines and penalties, potential imprisonment). Accordingly, it is extremely important that all agreements with suppliers, competitors or other third parties be reviewed and approved in advance by the Legal Department.

Business Relationships

Novation’s relationship with business partners, governmental authorities and members will comply with the highest ethical standards and business practices.

Dealing with Governmental Agencies

The health care and group purchasing industries are highly regulated and, among other requirements, are required to (1) compile and maintain numerous records and other information, and (2) provide information and file reports with governmental agencies and other parties. Novation requires all employees who compile, maintain or prepare information, records or submissions for governmental agencies or other parties to do so promptly, accurately and with the highest integrity.

All inquiries from governmental agencies should be forwarded promptly to the Legal Department. Likewise, all media inquiries should be forwarded to the Public Relations Department.

Privacy and HIPAA

The Health Insurance Portability and Accountability Act of 1996 (HIPAA) was the first comprehensive regulation passed by the federal government to protect the privacy of an individual’s health information. HIPAA also set standards regarding the communication, security and storage of “Protected Health Information” or “PHI.” Novation and its employees should not receive individual medical records or other PHI from suppliers, members or other third parties. Employees should direct any questions that they may have to the Novation Legal or Compliance Departments, and should not accept PHI from any source without prior approval.