Marvel Biosciences Corp.

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CODE OF BUSINESS CONDUCT AND ETHICS

This Code of Business Conduct and Ethics (“ Code ”) was adopted by the Board of Directors (the “ Board ”) of MARVEL BIOSCIENCES CORP. (“ Marvel ”) effective November 15, 2021, as subsequently amended from time to time. This Code extends to all employees of Marvel Biosciences Corp., its subsidiaries and affiliates (collectively, the “ Corporation ”). For the purposes of this Code, “ Employees ” include directors, officers, full time, part time and temporary employees and full-time consultants of the Corporation.

1. Statement of Purpose

The Corporation requires the highest standards of professional and ethical conduct from its Employees. This Code reflects the Corporation’s commitment to a culture of honesty, integrity and accountability and outlines the basic principles and policies with which all Employees are expected to comply.

In the course of their duties, Employees are expected to act honestly and in good faith with a view to the best interest of the Corporation and its stakeholders. No Employee will be permitted to achieve results through violations of laws or through unscrupulous dealings.

To this end, the Corporation has adopted the following principles for business conduct and ethical behavior.

All Employees will be provided with a copy of this Code and will be required to acknowledge, by their signature, their understanding and acceptance of compliance as a term of employment. Any Employee who violates this Code may face disciplinary action up to and including termination of their employment for just cause without notice or payment in lieu of notice. Each Employee shall review this Code annually to satisfy himself (herself) that he (she) has adhered to the stated principles and standards and shall sign an acknowledgement to that effect.

2. Compliance with Laws, Rules and Regulations

Employees will conduct the business of the Corporation in compliance with laws, rules, regulations and other legal requirements applicable wherever the Corporation is carrying on business. Employees must avoid even the appearance of impropriety.

Applicable laws can be complicated and may result in serious and adverse enforcement proceedings against the Corporation if they are violated. If any Employee is in doubt about whether a particular practice may violate such laws, the Employee should contact the Corporation’s Audit Committee in accordance with the Corporation’s Whistleblower Policy (as provided at the conclusion of this Code).

Approved by the Board of Directors

Date: November 15, 2021

All Employees shall comply with the Corporation’s Insider Trading Policy (as provided at the conclusion of this Code) with respect to the buying and selling of shares of the Corporation.

3. Applicability of the Code

This Code of Business Conduct applies to all Employees of Marvel and as such, each such person has a duty to review, understand and comply with the policies of this Code.

The Code is to be used as a guide for appropriate conduct and to prevent improper conduct. Marvel will not tolerate any conduct that is unlawful or damaging to Marvel’s reputation.

4. Employee Responsibilities

All Employees are responsible for reading this entire Code and ensuring their conduct is consistent with both the letter and the spirit of the Corporation’s business practices.

This Code will help Employees deal with specific situations. In some cases, a situation may be so complex or circumstances so unique that additional guidance is needed. If such a situation occurs and is not included in this Code, it is each Employee’s duty and responsibility to contact his/her supervisor immediately.

This Code, and any detailed Corporation policy statements and procedures, will be updated from time to time. All Employees are required to stay informed of any updates and to comply with all requirements.

5. Conflicts of Interest

Employees shall conduct their business affairs in a manner which ensures that their private or personal interests do not interfere, or appear to interfere, with the interests of the Corporation. A conflict of interest may arise when an Employee takes actions or has personal interests that may make it difficult to perform his or her work for the Corporation objectively and effectively. Conflicts of interest also arise when an Employee or a member or his or her family receives improper personal benefits as a result of his or her position with the Corporation.

Activities which may give rise to conflicts of interest are prohibited. As it is not always easy to determine whether a conflict of interest exists, any potential conflicts of interest must be reported immediately to senior management or the Corporation’s legal counsel.

6. Corporate Opportunities

Employees are prohibited from taking for themselves personally opportunities that arise through the use of corporate property, information or position and from using corporate property, information or position for personal gain. Employees are also prohibited from competing with the businesses from time to time conducted by the Corporation.

7. Political Contributions

Only Marvel’s Chairman of the Board and CEO may authorize a use of Marvel’s resources to support political activities. Employees must not use Marvel’s money, credit, property, or services for political activities. Outside of Marvel business hours, Employees may participate in any political activities of their choice, but Marvel will not support or reimburse Employees financially.

Approved by the Board of Directors

Date: November 15, 2021

8. Gifts & Entertainment

Reasonable gifts and entertainment are a part of normal business courtesy and are not prohibited. In many cultures, exchanging gifts or entertainment is designed to foster trust in a business relationship. However, Employees should always use good judgment and discretion to avoid the appearance of impropriety or obligation. Marvel Employees should be certain that any gifts given or received, or entertainment hosted or attended as a guest do not violate the law, customary business practices, or this Code.

While Employees may exchange or accept gifts with their customers and suppliers as part of a normal business courtesy, no gifts, favors, or payments should be accepted which imparts a future obligation on the Employee or was given in an attempt to influence decisions regarding the business of Marvel. Additionally, the value of the gifts exchanged should be reasonable, and the exchanges should occur infrequently.

Likewise, while Employees may be participants in entertainment with their customers and suppliers as hosts or guests in the normal course of a business relationship, Employees must not be participants when the entertainment is an attempt to influence decisions regarding the business of Marvel or imparts a future obligation of the Employee. Additionally, the value of the entertainment should be reasonable and the Employee’s participation should occur infrequently. Finally, Employees are prohibited from participating in inappropriate entertainment as either a guest or a host. An Employee who has any doubt about the propriety of a gift or entertainment should contact his/her supervisor, the human resources department, or legal counsel before exchanging the gift or participating in the proposed activity.

Generally, any gift with a value of up to $500 must be disclosed in writing to the supervisor. If, given the circumstances, the gift is determined to be inappropriate, your supervisor may require the gift be returned to the originator. Gifts and entertainment in excess of $500 may be accepted, if approved in advance by an executive officer.

9. Fair Dealing

Employees should endeavor to deal fairly with the Corporation’s customers, suppliers, competitors and other Employees. No Employee should do anything which could be construed or interpreted as being dishonest or outside reasonable commercial standards of fair dealing.

10. Confidentiality

Employees shall maintain the confidentiality of information entrusted to them or which otherwise comes into their possession in the course of their employment except in circumstances where disclosure is authorized or legally mandated. Employees who leave the Corporation shall retain the ongoing obligation to keep all such information confidential.

Confidential information includes all non-public information which may be of use to competitors or harmful to the Corporation or its customers or Employees, if disclosed.

Approved by the Board of Directors

Date: November 15, 2021

11. Protection and Proper Use of the Corporation’s Assets

Employees shall ensure that the Corporation’s assets are protected and properly used for legitimate business purposes. The Corporation assets may never be used for illegal purposes. Any suspected incidents of fraud, theft or illegal use of assets should be immediately reported to senior management for investigation.

Marvel’s intellectual property (including trade secrets, patents, trademarks and copyrights) is one of its most important business assets and each Employee is under an obligation to Marvel to safeguard intellectual property as confidential information that is proprietary to Marvel. Any ideas, inventions, or documentation that an Employee generates is the intellectual property of Marvel. This intellectual property must be disclosed to Marvel and must be kept strictly confidential; such information cannot be disclosed to a third party at any time including after termination of employment.

12. Record Keeping and Reporting of Information

All records, including time records, and reported information must be accurate, complete, honest and timely.

13. Scientific Integrity

All of Marvel’s research and development activities must be conducted in accordance with all applicable laws and regulations as well as the accepted ethical standards of the scientific and medical community.

14. Reporting Integrity

No false, artificial or misleading entries into the books, records or documents of the Corporation shall be knowingly made for any reason and no Employee shall engage in any arrangement that results in prohibited acts. All periodic reports filed by the Corporation shall be in accordance with the Corporation’s Disclosure and Media Policy and will include full, fair, accurate, timely and understandable disclosure.

15. Discrimination and Harassment

The Corporation values the diversity of its Employees and is committed to providing equal opportunity in respect of all aspects of employment. Abusive, harassing or offensive conduct is unacceptable, whether verbal, physical or visual. Employees are encouraged to speak out when a co-worker’s conduct makes them uncomfortable and to report harassment when it occurs.

16. Use of E-mail and Internet

E-mail systems and internet services are provided to assist Employees in the performance of their duties. Incidental or occasional personal use is permitted, but never for personal gain or improper purpose.

Employees’ messages (including voice mail), computer information and communication records are considered property of the Corporation and Employees should not have any expectation of privacy. Unless prohibited by law, the Corporation reserves the right to access and disclose this information as necessary for business purposes.

Approved by the Board of Directors

Date: November 15, 2021

17. Health and Safety

The Corporation seeks to provide a safe and healthy place to work. All Employees are expected to observe all safety rules, practices and policies of the Corporation and to follow instructions concerning safe work practices.

18. Reporting of any Illegal or Unethical Behavior

Employees are encouraged to talk to supervisors, managers or other appropriate personnel when in doubt about the best course of action in a particular situation.

If an Employee becomes aware of a violation or possible violations of applicable laws, rules or regulations or this Code, he or she is expected to report such violation or possible violation. The Corporation prohibits retaliatory action against any Employee who, in good faith, reports a violation or possible violation. It is unacceptable to file a report knowing it to be false.

A report should be made directly to the Employee’s supervisor, if appropriate. If the Employee is of the view that it would be more appropriate under the circumstances to take the violation or possible violation to higher levels, either due to the nature of the violation or possible violation or if earlier reports have not been acted upon, the Employee has the right to directly contact the Corporation’s Audit and Finance Committee in accordance with the Corporation’s Whistleblower Policy. Employees do not need to identify themselves.

Contact information under the Corporation’s Whistleblower Policy is as follows:

WHISTLEBLOWER CONTACT:

Cornerstone Governance Corporation Attn : Suzanne Ferguson 205 - 259 Midpark Way SE, Calgary, AB T2X 1M2 Fax: (403) 452-8084 Email: [email protected] Website: www.cornerstonegovernance.com

19. Disciplinary Actions

The Corporation is committed to the appropriate, prompt investigation and follow-up of any violation or suspected violation of this Code. Reports of violations or possible violations will be investigated. As far as legally possible violations of this Code may result in disciplinary measures, including, depending on the individual circumstances, the level of involvement and knowledge and the severity of the violations, (i) warning and/or reprimand; (ii) demotion; or (iii) termination of the employment. In addition, violations of this Code may also constitute violations of law and may result in civil and criminal penalties for an Employee in violation of this Code, such Employee’s supervisors and/or the Corporation.

20. Waivers of any Provision of this Code

Any request for a waiver of any provision of this Code for an Employee must be in writing and addressed to the Chief Executive Officer of the Corporation. The Board of Directors of Marvel must approve any waiver with respect to this Code that involves a director or an executive officer

Approved by the Board of Directors

Date: November 15, 2021

of Marvel. A waiver of any provision of this Code for an officer or an employee of the Corporation (other than a person who is a director or executive officer of Marvel) may be made by the Chief Executive Officer of the Corporation.

Marvel shall publicly disclose any waivers granted to a director or executive officer of Marvel, along with the reasons for such waiver, in accordance with the provisions of applicable securities laws and relevant rules, if any, of any stock exchanges and quotations systems on which Marvel’s securities are listed.

This Code does not address all of the situations which Employees may encounter. There may be occasions which an Employee is confronted by circumstances not covered by this Code or by the Corporation’s policies or procedures and where the Employee must make a judgment as to the appropriate course of action. In those circumstances, the Employee is encouraged to use common sense and to contact senior management, a supervisor or a member of the Corporation’s human resource department for guidance.

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Approved by the Board of Directors

Date: November 15, 2021

I hereby acknowledge that I have read, understood and will comply with the above Code of Business Conduct and Ethics.

______ Name (please print)

______ Signature

______ Date

Approved by the Board of Directors

Date: November 15, 2021

AI assistant

Marvel Biosciences Corp. Governance Information 2022

47732_rns_2022-01-06_818c3f78-9c2e-4de7-9247-01c0b1d765d8.pdf