Olema - Anti-Corruption Policy

Olema Pharmaceuticals, Inc.

Anti-Corruption Policy

Owner: Legal

Effective Date: November 18, 2020

Last Review Date: January 1, 2023

Olema Pharmaceuticals, Inc. (together with its subsidiaries, “Olema” or the “Company”) has implemented this Anti-Corruption Policy (this “Policy”) for the purpose of ensuring compliance with all applicable anti-bribery and anti-corruption laws in the countries covered by our business. These law s include, but are not limited to, the U.S. Foreign Corrupt Practices Act of 1977 as amended (the “FCPA”), U.S. domestic bribery statutes, the UK Bribery Act 2010, and all other anti-corruption laws and regulations applicable to Olema’s business anywhere in the world. This Policy applies to all worldwide directors, officers, employees, and individuals serving as independent contractors of Olema or its subsidiaries.

Policy Statement

You are strictly prohibited from promising, offering, providing, or authorizing cash payments (such as bribes or kickbacks) or anything else of value directly or indirectly to any person to achieve an improper purpose related to Olema’s business. You are strictly prohibited from

requesting, agreeing to receive, or accepting money or anything else of value from any person to achieve an improper purpose related to Olema’s business.

You must comply with all of Olema’s internal controls, especially those designed to (i) ensure accurate and complete books and records or (ii) otherwise prevent corruption, self-dealing, embezzlement, fraud, money laundering, or other improper activities.

There are no exceptions to this Policy, even if our competitors engage in improper behavior or corruption is an accepted practice in a country where we operate. You are required to adhere to both the spirit and the letter of this Policy with respect to our business anywhere in the world.

Anti-bribery Prohibitions

The FCPA and other anti-bribery/anti-corruption law s prohibit you and Olema from corruptly promising, offering, providing, or authorizing the provision of money or anything of value directly or indirectly to a government official and certain other persons to (i) influence any act or decision of the recipient in his/her official capacity; (ii) induce the recipient to do or omit to do any act in violation of his/her lawful duty; (iii) secure any improper advantage; or (iv) induce the recipient to influence any act or decision of a non-U.S. government or instrumentality, in order to obtain, retain, or direct business.

The FCPA prohibits improper payments provided to officials of governments, state-affiliated entities, and political parties outside the United States. However, the provision of improper benefits to government or private-sector recipients within the United States will violate U.S. domestic bribery statutes and possibly result in serious breaches of the FCPA’s accounting provisions (discussed below).

In addition to the United States, many other countries have promulgated their own anti-bribery legislation. Most of those countries prohibit making improper payments to government and private-sector recipients within their borders. However, several countries have also adopted laws similar to the FCPA that prohibit improper payments outside those countries. This means that there is potential for a company or an individual to face liability in several countries for the same single act of corruption. One of the leading anti-corruption laws other than the FCPA is the UK Bribery Act 2010. Attachment 1 contains an overview of that law and its potential significance for Olema.

Given the broad prohibitions under the FCPA and other anti-corruption laws applicable to Olema, this Policy prohibits bribes, kickbacks, and the provision of other improper benefits and advantages to any person, entity, or organization, including but not limited to employees, officials, representatives, or agents of any

government;
state-owned or affiliated entity, including, but not limited to, a state hospital, research institution, utility, public university, or sovereign wealth fund;
public international organization such as the United Nations, the World Health Organization, or the World Bank;
political party, including the party itself as well as candidates for public office;
non-governmental organization, including a sports federation such as FIFA or the International Olympic Committee; or
private-sector company.

The scope of “government officials” is very broad and can cover (i) doctors, administrators, researchers, or other healthcare professionals employed by state-affiliated hospitals as well as (ii) individuals responsible for classifying our products as eligible for government-subsidized medical reimbursements.

This Policy prohibits you from providing bribes or other improper benefits to any person for any of the following purposes:

the award of a contract, sponsorship opportunity, research grant, or other business;

the issuance or renewal of a concession, license, or business, construction, or other permit or registration (including an export permit);

a favorable government classification of our products;
an impermissible reduction in duties or other taxes;
the successful filing of a patent, trademark, or other intellectual property application;
avoiding mandatory inspections;
gaining access to environmental waste disposal sites;

obtaining a favorable fire, environmental, or other inspection certificate even though applicable requirements have not been satisfied;

securing a favorable court decision, even if the facts or circumstances do not support such a result; or

the grant of some other improper advantage.

A violation of this Policy can occur even if the bribe fails to achieve the purpose for which it was intended. This means that a person can violate this Policy if that person provides an improper payment or benefit to a recipient and the recipient does not grant any business or other advantage in return. In addition, the mere offer or promise of a bribe or other improper benefit is sufficient to cause a violation. All of the anti-bribery prohibitions contained in this Policy apply irrespective of whether you use Olema funds or your personal funds to finance improper payments or other benefits.

This Policy also prohibits you from soliciting or accepting bribes, kickbacks, or other improper payments/benefits from Olema vendors or other persons in relation to our business. For instance, a violation of this Policy will occur if you cause Olema to overpay a vendor and that vendor then shares all or a portion of that overpayment with you.

This Policy requires you to adhere to high ethical standards and to comply with all applicable laws in the course of performing services for Olema. FCPA and other anti-corruption violations typically involve circumstances that also result in violations of other laws, including those that address money laundering, embezzlement, fraud, export controls, and sanctions/embargoes.

Conflicts of Interest / Relatives of Officials

Conflicts of interest can raise FCPA and other anti-corruption concerns. You must disclose any actual or potential conflicts of interest to Olema’s Compliance Officer. For example, you must notify the Compliance Officer if you are aware of any (i) Olema employee or contractor who is a government official or customer (including doctors or other healthcare professionals) responsible for regulating or providing business to Olema or (ii) Olema vendor that is wholly or partially owned by you, a member of your family, a personal friend, or other Olema employee/contractor.

In addition, significant corruption concerns can be triggered if Olema retains a relative of a government official or customer as an employee or contractor in exchange for a regulatory approval or business opportunity. These issues are typically uncovered in cases where the employee/contractor (i) is a son or daughter of a government official or customer employee and/or (ii) lacks the qualifications, skills, or experience necessary to perform the functions required by Olema or fails to provide any real services to Olema.

You are obligated to notify Olema’s Compliance Officer if you become aware of any current or potential employee or contractor who is an immediate relative (parent, sibling, child, or spouse) of a government official or customer employee. Please note that persons who are related to government officials or customer employees will not be automatically disqualified from working for Olema; however, it is important that the Compliance Officer review their circumstances in advance to ensure that (i) they are properly qualified to serve Olema; (ii) are not related to a person who will improperly award government approvals or any business to Olema or otherwise exert undue influence over matters relevant to Olema’s business; and (iii) loc al legal requirements (such as disclosures) are fulfilled.

Facilitating, Expediting or Speed Payments

This Policy prohibits all corrupt payments or benefits, including so-called grease, speed or facilitating payments provided to government officials in their personal capacity to expedite or

secure routine government actions (collectively, “Facilitating Payments”). This prohibition applies notwithstanding the fact that the FCPA contains a narrow exemption that permits such Facilitating Payments in certain circumstances.

Please note that in some cases, government agencies may impose official fees that may be paid directly in the name of a governmental entity or enterprise itself, as set out in published fee schedules or other official documents. These official government fees can be paid to expedite passports, licenses, or other services, provided that they are deposited in the treasury of a government, an official government receipt is collected, and the expense is accurately recorded in Olema’s books. However, Facilitating Payments provided for the benefit of government officials in their personal capacity (i.e., are not deposited in an official treasury account belonging to a government) will violate this Policy.

Accounting Requirements

Olema adheres to certain accounting requirements. Specifically, Olema must maintain books, records, and accounts, which, in reasonable detail, accurately and fairly reflect Olema’s

transactions, expenses, and asset dispositions. Olema is also committed to maintaining a system of internal accounting controls to provide reasonable assurances that transactions are properly authorized by management, executed, and recorded. This means that you must comply with our internal controls and avoid unauthorized activities or expenses.

Violations of the above accounting standards can occur if you conceal bribes or falsify other transactions or expenses, even if they are not related to a bribe, in Olema’s ledgers or other

records. Also, there is no materiality standard. This means that even small misreported amounts may result in violations.

U.S. and other governments actively enforce the accounting requirements discussed above. In some cases, they have caused companies to pay hundreds of millions of dollars in fines and penalties for violating those requirements. Attachment 2 contains examples of potential accounting violations. Please study this list carefully and ensure that you, your colleagues, and Olema’s vendors/contractors remain in compliance with these requirements. You must also

cooperate with Olema’s periodic audits and other efforts to ensure that our internal controls are being observed.

Business Partners and Other Intermediaries

This Policy prohibits you from providing bribes or other improper benefits directly as well as indirectly through third parties or associated persons whether in or outside the United States. This risk can arise in cases where Olema works with contract research organizations, key opinion leaders, clinical investigators, agents, consultants, representatives, lobbyists, suppliers/vendors, resellers, distributors, customs or other brokers, contractors, advisors, law/accounting firms, collaborators, or other business partners that interact with government officials, doctors/healthcare professionals at state hospitals, or customers in relation to our business (collectively “Intermediaries”).

In certain cases, you and Olema can be held liable under the FCPA and other laws even if you do not expressly authorize an Intermediary to engage in corruption, but they do so anyway. This can occur if you (i) have actual knowledge or a firm belief that a person will engage in corruption or

(ii) consciously disregard, deliberately ignore, or are willfully blind to the Intermediary’s corrupt or improper practices.

Given these risks, this Policy forbids you from using or paying any Intermediary responsible for government or customer interactions unless (i) appropriate anti-corruption due diligence is performed and confirms that the Intermediary does not have a history or reputation for corruption or similar wrong doing, and (ii) the Intermediary has executed a written agreement containing anti-corruption compliance clauses. Please confer with Olema’s Compliance Officer on appropriate due diligence measures and anti-corruption clauses.

Throughout any relationship with an Intermediary for which you are responsible, you must monitor their performance to ensure that they do not engage in activities that raise FCPA/corruption concerns. The Compliance Officer can guide you on the types of red flags that you should monitor before and after engaging an Intermediary.

This Policy requires you to notify the Compliance Officer if you learn of any Olema Intermediary or other contractor that engages in corrupt or other improper practices. In addition, as discussed above, all payments to Intermediaries or other vendors must receive appropriate management approval and be completely and accurately reported in our books and records in accordance with the accounting requirements discussed in Section 6 above.

Gifts & Hospitalities

The FCPA and other laws prohibit the provision or acceptance of money or things of value for corrupt or improper purposes. A violation of this prohibition is likely in instances where personal benefits are given or accepted in the course of negotiation or tender bid. However, reasonably priced gifts, meals, entertainment, travel, and other benefits provided for non-corrupt business promotion or goodwill purposes may be permissible under the FCPA and other anti-corruption laws in certain cases. For instance, a plastic pen, a t-shirt, a coffee mug, a paper weight, or a cap of moderate value and embossed with Olema’s logo will generally not violate the FCPA. However, a fur coat, a car, or a vacation will raise FCPA and other anti-corruption concerns, especially if such benefits are provided to a government official or other person who is

responsible for making decisions in relation to Olema’s business.

In addition to complying with the FCPA, you must also ensure that the provision of a gift or other benefit (irrespective of value) does not violate local laws or policies that apply in the country where the recipient of the benefit is located. Some countries impose express limits on the value of gifts/benefits that a recipient can accept; other countries ban such gifts/benefits altogether even if they have a nominal value and are given with no corrupt or improper intention.

You must obtain the general or specific approval of the Compliance Officer prior to providing gifts, meals, travel benefits, and other hospitalities to employees, officials, or agents of any government, political party state-owned entity, public international organization, or customer of Olema. The Compliance Officer will help you determine whether the provision of such benefits is permissible under the FCPA and local law. If the expense is approved, its value and business purpose must be recorded accurately in Olema’s books. Cash gifts and gift cards or gift certificates that can easily be converted into cash are strictly prohibited.

Special Concerns in the Healthcare Sector

The healthcare sector has received significant attention with respect to anti-corruption concerns. Several leading companies in this industry have been the subject of investigations and other enforcement actions for violating anti-corruption laws. In light of this risk, it is important that you note the following:

Improper payments made in exchange for clinical trial permits, product approvals, or other government permits are strictly prohibited by this Policy.
Researchers, doctors, other healthcare professionals, or certain other individuals may be considered government officials for purposes of the FCPA and other anti-corruption laws by virtue of their employment by government-affiliated hospitals, universities, laboratories, research institutions, or other organizations.
Employees or officials of public international organizations such as the World Health Organization will be considered government officials for purposes the FCPA and other anti-corruption laws.
In certain cases, private persons acting in an official capacity (such as a prime contractor) on behalf of a government hospital or other health agency or a public international organization could be viewed as government officials.
Special care must be exercised when Olema retains doctors, other healthcare professionals, key opinion leaders, or government officials as conference representatives, advisory board members, investigators, consultants, or contractors, especially if their employers are current or prospective customers or regulators of Olema’s business. Please confer with the Compliance Officer if you encounter this type of situation.
Anti-corruption concerns can arise in the context of research grants or sponsorships provided by Olema to persons or organizations at the request of, or otherwise affiliated with, government officials. No grant may be used to confer a personal benefit on a healthcare professional, other government official, or other person in exchange for regulatory approvals, business, or other improper advantages. Grant/sponsorship requests must be reviewed by the Compliance Officer to ensure that appropriate anti-corruption standards are followed.

Joint Ventures, Mergers & Acquistions

Corruption concerns can arise in a number of other cases, including joint ventures or teaming arrangements with public or private-sector partners and mergers and acquisitions, especially if the target business has significant government interactions or an international profile. Newly acquired subsidiaries of the Company must implement this Policy or other appropriate anti- corruption policies and procedures, comply with our internal controls, and adhere to the FCPA and other anti-corruption laws. You must confer with the Compliance Officer to determine how to address these matters if you are responsible for mergers or acquisitions.

Charitable & Political Contributions

Contributions to non-U.S. political parties, political candidates, and charitable organizations and causes can raise significant concerns under both the FCPA and local laws. The Company generally prohibits Company-financed contributions to non-U.S. political parties or candidates in relation to Company business. In addition, you must confer with, and provide the written permission of, the Compliance Officer before making contributions to non-U.S. charitable organizations with respect to the Company’s business. The Compliance Officer can also provide further guidance regarding political contributions, as needed.

Non-U.S. Persons

The U.S. government has stated that it will enforce the FCPA against non-U.S. individuals and entities in certain cases. There have been instances where non-U.S. individuals have been extradited to the United States to face charges under the FCPA and other U.S. laws. In addition, non-U.S. individuals are subject to anti-corruption laws in their own as well as in other countries. This Policy applies to all world-wide directors, officers, employees, and individuals serving as independent contractors of Olema irrespective of whether such individuals are U.S. or non-U.S. nationals or residents.

Violations and Consequences

A violation of this Policy will result in appropriate disciplinary action, including demotion, reassignment, additional training, probation, suspension, or even termination.

The FCPA is a criminal statute. Both Olema and you may be subject to substantial fines and penalties for violating these and other anti-corruption laws. In serious cases, you may face imprisonment for up to five years for each FCPA anti-bribery violation and up to 20 years for each FCPA accounting violation. In addition, Olema may face suspension or debarment from government contracts, the loss of U.S. export privileges, and certain other consequences. These results can be devastating to our business.

Training and Certification

All relevant personnel, as determined by the Compliance Officer, must undergo anti-corruption training provided by Olema. The nature, content, and frequency of that training will be determined by the Compliance Officer. We encourage all of our business partners to provide training to their personnel as well.

Please sign the certificate that appears in Attachment 3 after you have read this Policy. Olema may require you to recertify your compliance with this Policy on a periodic basis.

Status

This Policy does not form part of any employment contract with you and may be amended at any time. This Policy should be read in conjunction with Olema’s other policies and procedures.

Reporting / Questions

You have an affirmative obligation to report all violations of this Policy to the Compliance Officer as follows:

Compliance Officer at compliance@olema.com.

Reports may also be submitted anonymously to the Compliance Hotline at (877)-458-7930, as further described in Olema’s Whistleblower Policy for Accounting and Auditing Matters.

However, we encourage you to consider revealing your identity so that we can properly follow up and investigate alleged violations. Olema will ensure that appropriate confidentiality measures are taken and will not retaliate against any individual for reporting violations in good faith.

You must also notify the Compliance Officer of any corrupt, improper, illegal, or other unusual requests for payments or other benefits made by customers, Intermediaries, vendors, business partners, government officials, or Olema employees. By reporting such matters, you will enable us to explore options to achieve our business goals without having to interact with such persons or provide improper benefits.

We welcome any questions or constructive comments that you may have regarding the substance and implementation of this Policy in your respective sector and/or territory. Please direct such communications to the Compliance Officer.

Attachment 1

The UK Bribery Act 2010

Among various matters, the UK Bribery Act 2010 (the “UKBA”) prohibits individuals and entities from offering, promising, or giving (directly or indirectly through a third party) a financial or other advantage to a recipient with (i) the intention that the advantage induce the recipient to perform improperly a relevant function or activity or to reward a person for the improper performance of such function or activity, or (ii) the knowledge or belief that the acceptance of the advantage would itself constitute an improper performance of a relevant function or activity. A violation of the UKBA will occur irrespective of whether the recipient of an improper payment or advantage is a government official or an employee of a private sector entity.

The UKBA contains four principal offenses as follows: (i) offering, promising, or giving of a bribe to another person (Section 1); (ii) requesting, agreeing to receive, or accepting a bribe (Section 2); (iii) bribery of a foreign (non-UK) public official (Section 6); and (iv) failure by certain commercial organizations to prevent Section 1 or 6 bribery offenses by their associated persons (including employees, contractors, Intermediaries, or anyone else performing services for or on behalf of a company) of any nationality anywhere in the world (Section 7). The UKBA provides a statutory defense to a Section 7 violation for companies that can demonstrate that they had in place adequate systems and controls designed to prevent offenses under UKBA. This Policy is part of Olema’s overall effort to establish such systems and controls.

Courts in the United Kingdom exercise broad jurisdiction over UK as well as non-UK persons who commit UKBA offenses. Although Olema does not currently maintain a UK subsidiary, there could be circumstances where Olema’s non-UK entities and employees could be subject to UKBA jurisdiction.

Under the UKBA, individuals guilty of bribery may be subject to imprisonment for up to 10 years and/or subject to a fine of an unlimited amount. Commercial organizations guilty of bribery or failure to prevent bribery may also be subject to a fine of an unlimited amount as well as debarment from government contracts. In addition, UKBA offenses could result in violations of other laws such as the UK Proceeds of Crime Act 2002, which contains the UK’s principal money laundering offenses.

Attachment 2

FCPA Accounting Requirements

Set forth below are examples of potential FCPA accounting violations. Please note that this is not an exhaustive list.

Olema fails to record a transaction in its books in a manner that permits the preparation of financial statements in conformity with GAAP or other acceptable criteria.
Records state that a payment was made to person A, when in reality it was made to person B.
The records accurately describe the recipient and the purpose of the payment, but misrepresent the amounts involved.
Bribes or kickbacks are hidden or disguised in company financial records as “consulting fees,” “commissions,” “service fees,” or other misleading terms.
Any entry is falsified in company financial records even if it has no connection to a bribe.
Employees incur expenses without the appropriate general or specific authorization from management.
Employees submit fake expense receipts for reimbursement.
Employees receive kickbacks from vendors.
Employees maintain a slush fund or other off-the-books account.
Employees misuse petty cash funds to make improper payments to third parties or to cover nonbusiness, personal expenses.
Olema fails to perform effective due diligence on its agents, representatives, contractors, joint venture partners, or target companies in merger/acquisition transactions.
Olema enters into business relationships with (i) non-existent agents, contractors, or other partners or (ii) existing parties that do not provide any real services or products.
Olema fails to monitor its on-going relationships with vendors and other business partners to ensure that they do not engage in corrupt or other improper activities.
Employees engage in self-dealing, embezzlement or other similar schemes involving Olema resources.
Olema fails to impose effective internal controls on subsidiaries or joint ventures in which Olema has more than 50% of the voting interests.
Olema fails to make a good faith effort to cause a joint venture, in which Olema has 50% or less of the voting interests, to adopt effective internal controls.
Employees have access to unusually high amounts of cash from Olema sources without proper oversight.
Olema fails to conduct effective periodic audits.
Olema employees provide false, misleading, or incomplete information to Olema auditors or otherwise prevent effective audits from occurring.
Employees otherwise circumvent Olema’s internal controls.

Attachment 3 Certification

I hereby certify that I have read and am in compliance with the Anti-Corruption Policy (the “Policy”) of Olema Pharmaceuticals, Inc. (“Olema”). Neither I nor, to my knowledge after due inquiry, any of my direct or indirect reports nor any Olema contractor or business partner with which I or they work has offered, provided, solicited, or accepted a bribe, kickback, or other improper payment/benefit or has otherwise taken any actions that would result in a violation of

(i) the Policy or other policies or procedures of Olema that have been provided to me; (ii) the

U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iii) any other anti-corruption or other law or regulation. I will notify Olema’s Compliance Officer if, at any time, I learn of or suspect such violation.

Name:

Title:

Date: