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2007

ED IT ION

condition of your employment you have executed an agreement in which you agreed to not improperly use or disclose such Confidential Information and to assign all proprietary information developed by you to the Company. It is important that you adhere to the obligations set forth in such agreement.

Insider Trading

All rules relating to the public trading of the Company’s securities are set forth in detail in the Company’s Insider Trading Policy. You must comply with this policy at all times.

Conflict of Interest and Corporate Opportunities

Conflicts of Interest

Each director, officer and employee must do everything they reasonably can to avoid conflicts of interest or the appearance of conflicts of interest.

While it is not possible to identify each particular activity in which a "conflict of interest" exists, in general a conflict of interest exists when an individual's private interest interferes in any way with the interests of the Company. If you or any of your family members are engaged in the activities set forth below then there may be a conflict of interest and you must disclose the facts related to this activity in your signed certification. If subsequent to your signing the certification, any of the following activities occur, you must immediately report such activity to your immediate supervisor or the Compliance Officer:

  • Any ownership interest in a supplier, customer, distributor or competitor of the Company (other than the ownership of less than 1% of the outstanding stock of a publicly traded company);

  • Any employment, business ownership arrangement or consulting relationship with any surgeon, supplier, customer, distributor or competitor of the Company;

  • Any receipt of a personal benefit from any surgeon, supplier, customer, distributor or competitor of the Company;

  • Any activity that can be reasonably expected to harm a relationship between the Company and any surgeon, supplier, customer, distributor or competitor of the Company;

  • Any business activity that is competitive with the Company’s business;

  • Any instance in which you or a member of your family will benefit personally from something you do or fail to do that is not in the best interests of the Company;

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