Anti-Corruption and Bribery Policy

LI-COR, Inc. (“LI-COR” or “Company”) operates in a wide range of legal and business environments, many of which pose challenges to our ability to conduct our business operations with integrity. As a company, we strive to conduct ourselves according to the highest standards of ethical conduct. Throughout our operations, LI-COR seeks to avoid even the appearance of impropriety in the actions of our directors, officers, employees, and agents.

Accordingly, this Anti-Corruption and Bribery Policy ("Policy") reiterates LI-COR’s commitment to integrity and explains the specific requirements and prohibitions applicable to our operations under anti-corruption laws, including, but not limited to, the U.S. Foreign Corrupt Practices Act of 1977 ("FCPA"). This Policy contains information intended to reduce the risk of corruption and bribery from occurring in LI-COR's activities. LI-COR strictly prohibits all forms of corruption and bribery and will take all necessary steps to ensure that corruption and bribery do not occur in its business activities.

Violations of the FCPA can also result in violations of other U.S. laws, including anti-money laundering, mail and wire fraud, and conspiracy laws. The penalties for violating the FCPA are severe. In addition to being subject to LI-COR's disciplinary policies (including termination), individuals who violate the FCPA may also be subject to imprisonment and fines.

Aside from the FCPA, LI-COR may also be subject to other non-U.S. anti-corruption laws, in addition to the local laws of the countries in which LI-COR conducts business. This Policy generally sets forth the expectations and requirements for compliance with those laws.

1. Applicability

This Policy is applicable to all of LI-COR's operations worldwide. This Policy applies to all of LI-COR's directors, officers, and employees. This Policy also applies to LI-COR's agents, consultants, joint venture partners, and any other third-party representatives that on behalf of LI-COR have conducted business outside of the U.S. or interacted with non-U.S. government officials or are likely to conduct business outside of the U.S. or interact with non-U.S. government officials.

2. Prohibited Payments

Company employees and agents are prohibited from directly or indirectly making, promising, authorizing, or offering anything of value to a non-U.S. government official on behalf of LI-COR to secure an improper advantage, obtain or retain business, or direct business to any other person or entity. This prohibition includes payments to third parties where LI-COR employee or agent knows, or has reason to know, that the third party will use any part of the payment for bribes.

2.1 Cash and Non-Cash Payments: "Anything of Value"

Payments that violate the FCPA may arise in a variety of settings and include a broad range of payments beyond the obvious cash bribe or kickback. The FCPA prohibits giving "anything of value" for an improper purpose. This term is very broad and can include, for example: (1) Gifts; (2) Travel, meals, lodging, entertainment, or gift cards; (3) Loans or non-arm's length transactions; (4) Charitable or political donations; and (5) Business, employment, or investment opportunities.

2.2 Non-U.S. Government Official

The FCPA broadly defines the term non-U.S. government official to include: (1) Officers or employees of a non-U.S. government or any department, agency, or instrumentality thereof; (2) Officers or employees of a company or business owned in whole or in part or controlled by a non-U.S. government (a state owned or controlled enterprises); (3) Officers or employees of a public international organization (such as the United Nations, World Bank, or the European Union); (4) Non-U.S. political parties or officials thereof; and (5) Candidates for non-U.S. political office. This term also includes anyone acting on behalf of any of the above.

On occasion, a non-U.S. government official may attempt to solicit or extort improper payments or anything of value from Company employees or agents. Such employees or agents must inform the non-U.S. government official that LI-COR does not engage in such conduct and immediately contact LI-COR’s Talent Operations Department.

2.3 Commercial Bribery

Bribery involving commercial (non-governmental parties) is also prohibited under this Policy. To this end, LI-COR employees and agents shall not offer, promise, authorize the payment of, or pay or provide anything of value to any employee, agent, or representative of another company to induce or reward the improper performance of any function or any business-related activity. LI-COR employees and agents also shall not request, agree to receive, or accept anything of value from any employee, agent, or representative of another company or entity as an inducement or reward for the improper performance of any function or business-related activity.

3. Permitted Payments

The FCPA does not prohibit all payments to non-U.S. government officials. In general, the FCPA permits three categories of payments:

3.1 Facilitating Payments

The FCPA includes an exception for nominal payments made to low-level government officials to ensure or speed the proper performance of a government official's routine, non-discretionary duties or actions, such as: (1) Clearing customs; (2) Processing governmental papers such as visas, permits, or licenses; (3) Providing police protection; and (4) Providing mail, telephone, or utility services.

3.2 Promotional Hospitality and Marketing Expenses or Pursuant to a Contract

LI-COR may pay for the reasonable cost of a non-U.S. government official's meals, lodging, or travel if, and only if, the expenses are bona fide, reasonable, and directly related to the promotion, demonstration, or explanation of LI-COR products or services, or the execution of a contract with a non-U.S. government or agency.

3.2 Promotional Gifts

Promotional gifts of nominal value may be given to a non-U.S. government official as a courtesy in recognition of services rendered or to promote goodwill. These gifts must be nominal in value and should generally bear the trademark of LI-COR or one of its products.

4. Political and Charitable Contributions

Contributions to candidates for non-U.S. political office are prohibited unless the Board of Directors pre-approves them in writing. Charitable contributions to non-U.S. charities must also be pre-approved in writing by the Board of Directors.

5. Recordkeeping

It is LI-COR's policy to implement and maintain internal accounting controls based upon sound accounting principles. All accounting entries in LI-COR's books and records must be timely and accurately recorded and include reasonable detail to fairly reflect transactions. These accounting entries and the supporting documentation must be periodically reviewed to identify and correct discrepancies, errors, and omissions.

5.1 Authorization for Transactions

All transactions involving the provision of anything of value to a non-U.S. government official must occur only with appropriate Company authorization.

5.2 Recording Transactions

All transactions involving the provision of anything of value to a non-U.S. government official must be recorded in accordance with generally accepted accounting principles.

5.3 Tracking Transactions

All transactions involving the provision of anything of value to a non-U.S. government official must be tracked in a separate log or record, with supporting documentation identifying: (1) The name and position of the employee requesting and authorizing the transaction; (2) The name and position of the non-U.S. government official involved in the transaction; and (3) A description, including the value, of the payment or provision of anything of value, and where applicable, a description of LI-COR's products or services being promoted or the relevant contractual provision if the payment was made pursuant to a contract.

6. Cash Payments

Cash payments of any kind to a third party, other than documented petty cash disbursements or other valid and approved payments, are prohibited. Company checks shall not be written to "cash," "bearer," or anyone other than the party entitled to payment except to replenish properly used petty cash funds

7. Representatives

All third-party LI-COR representatives must fully comply with the FCPA and all other applicable laws.

8. Compliance

LI-COR employees and agents must be familiar with and perform their duties according to the requirements set out in this Policy. LI-COR employees or agents who violate this Policy are subject to disciplinary action, up to and including dismissal. Third-party representatives who violate this Policy may be subject to termination of all commercial relationships with LI-COR.

To ensure that all LI-COR employees and agents are thoroughly familiar with the provisions of this Policy, the FCPA, and any other applicable anti-corruption laws, LI-COR shall provide anti-corruption training and resources to those Company employees and agents, as appropriate.

Any LI-COR employee or agent who suspects that this Policy may have been violated must immediately notify LI-COR by contacting Talent Operations. Any LI-COR employee who, in good faith, reports suspected legal, ethical, or Policy violations will not suffer any adverse consequence for doing so. When in doubt about the appropriateness of any conduct, LI-COR requires that you seek additional guidance before taking any action that may subject LI-COR to potential FCPA liability.

9. Duty to Cooperate

LI-COR may at times undertake a more detailed review of certain transactions. As part of these reviews, LI-COR requires all employees, agents, and third-party representatives to cooperate with LI-COR, outside legal counsel, outside auditors, or other similar parties. LI-COR views failure to cooperate in an internal review as a breach of your obligations to LI-COR and will deal with this failure severely in accordance with any local laws or regulations.

If you have any questions relating to this Policy, please contact Talent Operations.