Security holders of Sorrento Therapeutics, Inc. wishing to communicate with Sorrento’s Board of Directors (the “Board”) or an individual director may send a written communication to the Board or such director c/o Sorrento Therapeutics, Inc., 6042 Cornerstone Court West, Suite B, San Diego, CA 92121, Attn: Corporate Secretary.  Communications also may be sent to the Corporate Secretary by email at HJi@sorrentotherapeutics.com.

Each communication must set forth the name and address of the Sorrento security holder(s) on whose behalf the communication is sent and the number of Sorrento shares that are beneficially owned by such security holder(s) as of the date of the communication.  Each communication will be screened by Sorrento’s Corporate Secretary to determine whether it is appropriate for presentation to the Board or such director.  Examples of inappropriate communications include junk mail, spam, mass mailings, product complaints, product inquiries, new product suggestions, resumes, job inquiries, surveys, business solicitations and advertisements, as well as unduly hostile, threatening, illegal, unsuitable, frivolous, patently offensive or otherwise inappropriate material.

Communications determined by Corporate Secretary to be appropriate for presentation to the Board or such director will be submitted to the Board or such director on a periodic basis.  Any communications that concern questionable accounting or auditing matters involving Sorrento will be handled in accordance with the terms of Sorrento’s Code of Business Conduct and Ethics and Sorrento’s Open Door Policy for Reporting Complaints Regarding Accounting, Auditing and Other Matters.

This Process for Security Holders Communications with the Board will be posted on Sorrento’s website at www.sorrentotherapeutics.com and provided to any security holder of the Company who requests a copy by contacting the Corporate Secretary, Sorrento Therapeutics, Inc., 6042 Cornerstone Court West, Suite B, San Diego, CA 92121; (858) 210-3700.

1. Mission Statement

The Corporate Governance and Nominating Committee (the “Committee“) has been established by the Board of Directors of Sorrento Therapeutics, Inc. (the “Corporation”), in order, among other things to:

• develop and recommend to the Board the Corporate Governance Guidelines of the Corporation and oversee compliance therewith;
• assist the Board in effecting Board organization, membership and function including identifying qualified Board nominees;
• assist the Board in effecting the organization, membership and function of Board committees including the composition of Board committees and recommending qualified candidates therefor;
• evaluate and provide successor planning for the Chief Executive Officer and other executive officers; and
• to develop criteria for Board membership, such as independence, termlimits, age limits and ability of former employees to serve on the Board and the evaluation of candidates’ qualifications for nominations to the Board its committees as well as removal therefrom, respectively.

2. Objectives, Responsibilities and Authority

In carrying out its mission, the Committee shall have the following objectives, responsibilities and authority:

Board of Directors/Committees

• periodically evaluate the desirability of, and recommend to the Board, any changes inthe size and composition of the Board;
• identify and evaluate candidates for director in accordance with the general and specific criteria set forth herein or determined in accordance herewith;
• evaluate each new director candidate and each incumbent director before recommending that the Board nominate or re-nominate such individual for election or re-election (or that the Board elect such individual on an interim basis) as a director based on the extent to which such individual meets the general criteria set forth herein and will contribute significantly to satisfying the overall mix of specific criteria identified herein and remedying any deficiencies therein; each annual decision to nominate incumbent directors should be based on a careful consideration of each such individual’s contributions, including the value of his or her experience as a director of the Corporation, the availability of new director candidates who may offer unique contributions and the Corporation’s changing needs;
• diligently seek to identify potential director candidates who will strengthen the Board and remedy any perceived deficiencies in the specific criteria identified herein;
• establish procedures for soliciting and reviewing potential nominees from directors and for advising those who suggest nominees of the outcome of such review;
• submit to the Board the candidates for director to be recommended by the Board for election at each annual meeting of stockholders andto be added to the Board at any other times due to Board expansions, director resignations or retirement or otherwise;
• monitor performance of directors based on the general criteria and the specific criteria applicable to each such director and, if any serious problems are identified, work with such director to resolve such problems or, if necessary, seek such director’s resignation or recommend to the Board such person’s removal;
• develop and periodically evaluate initial orientation guidelines and continuing education guidelines for each member of the Board and each member of each Board committee regarding his or her responsibilities as a director generally and as a member of any applicable Board committee, and monitor and evaluate annually (and at any additional time a new member joins the Board or any Board committee) each director’s cooperation in fulfilling such guidelines which shall take into account all relevant factors, including the nature of each individual’s responsibilities and related background and any particular complexities relating to the Corporation’s business, financial statements or other characteristics and which guidelines may impose higher standards for directors who are members of certain Board committees than for those who are not and may, in appropriate circumstances, impose higher or lower requirements for a particular director based upon his or her background and/or occupation; and
• retain and terminate any search firm used to identify director candidates and to approve any such search firm’s fees and other terms of retention.

Board Committees

• evaluate its own performance on an annual basis, including its compliance with this charter. It will also review this charter and provide the Board with any recommendations for changes in the Charter or in policies or other procedures governing the Commitee; and
• in consultation with the Chairperson of the Board, recommend directors for appointment by the Board as members of committees of the board taking into account the desires and expertise of the individual directors.

Evaluation of and Successor Planning for the Chief Executive Officer and Other Executive Officers

• assist the Board in evaluating the performance of and other factors relating to theretention of the Chief Executive Officer and assist the Board in overseeing the evaluation of the performance of other executive officers, subject to the Chief Executive Officer’s primary responsibility for evaluating theperformance of other executive officers; and
• develop and periodically review and revise as appropriate, a management succession plan and related procedures including consideration and recommendation of candidates for successor to the Chief Executive Officer to the Board and, with appropriate consideration of the Chief Executive Officer’s recommendations, consideration and recommendation of candidates for successors to other executive officers, in each case when vacancies shall occur in those offices.

Corporate Governance

• develop and recommend to the Board Corporate Governance Guidelines and any changes therein, setting forth the corporate governance principles applicable to the Corporation and, at least annually, review and reassess the adequacy of such Corporate Governance Guidelines;
• oversee compliance with the Corporation’s CorporateGovernance Guidelines and report on such compliance to the Board and reviewrequests for waivers compliance with the Corporation’s Corporate Governance Guidelines;
• review potential conflicts of interest involving directors and determine whether such directors may vote on issues as to which there may be a conflict;
• monitor and make recommendations to the Board on other matters of Board policy and practices relating to corporate governance; and
• review and make recommendations to the Board regarding proposals of stockholders that relate to corporate governance.

3. Composition, Membership and Qualification

The number of members comprising the Committee shall be as determined by the Board consistent with the Corporation’s certificate of incorporation and by-laws and applicable law, as the same may be amended from time to time, but shall not be less than three (3) members each of whom shall be independent non-employee directors. A majority of the full Board shall appoint the members of the Committee annually and as vacancies or newly created positions occur. Members of the Committee may also be removed, at any time, with or without cause, by a majority of the full Board. The Board shall designate the Chairperson of the Committee.

The Board shall, in the exercise of its business judgment, determine the “independence” of directors within the meaning of applicable law, SEC rules and the corporate governance listing requirements of the Nasdaq Stock Market for this purpose. Members of the Committee shall also qualify as “non-employee directors” within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, and as “outside directors” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended.

4. Meetings and Other Actions

The Committee will determine its own rules of procedure with respect to the call, place, time and frequency of its meetings. The Committee shall meet at least twice a year and at such additional times as may be necessary to carry out its responsibilities. Meetings may be called by the Chairperson of the Committee or the Chairperson of the Board. All meetings of and other actions by the Committee shall be held and taken pursuant to the by-laws of the Corporation including by-law provisions governing notice of meetings and waiver thereof, action by written consent and other related matters.

A majority of the Committee members shall constitute a quorum for the transaction of business. The action of a majority of those present at a meeting at which a quorum is attained, shall be the act of the Committee and when only two (2) members are present and this constitutes a quorum, the unanimous vote of the two (2) members, shall constitute the act of the Committee.

The Committee shall meet in executive session without the presence of any members of management as often as it deems appropriate. The Committee shall meet as required and report thereon from time to time to the Board of Directors. Reports of meetings of and actions taken at meetings or byconsent by the Committee shall be made by the Chairperson or his or her delegate to the Board at its next regularly scheduled meeting following the Committee meeting or action and shall be accompanied by any recommendations from the Committee to the Board.

Except as expressly provided by this charter, the Corporation’s certificate of incorporation, by-laws or Corporate Governance Guidelines or as required by law, regulations or the corporate governance listing requirements of the Nasdaq Stock Market, the Committee shall establish its own rules of procedure.

5. Nominating Criteria

The Corporate Governance/Nominating Committee shall identify and evaluate candidates for director in accordance with the general and specific criteria set forth in the Corporation’s by-laws and below or determined as provided below:

A. General Criteria. Director selection should include at least enough independent directors, as defined under applicable law and rules, to satisfy the requirement that a majority of the Corporation’s directors be independent and such independent directors should have appropriate skills, experiences and other characteristics to provide qualified persons to fill all Board committee positions required to be filled by independent directors. Subject to the right of the Committee and the Board to decide otherwise when deemed appropriate, the Chief Executive Officer of the Corporation should be a director and, depending on the circumstances, certain other members of management, as well as certain individuals having relationships with the Corporation that prevent them from being independent directors, may be appropriate members of the Board. Each director should:

• be an individual of the highest character and integrity and have an inquiring mind, vision, a willingness to ask hard questions and the ability to work well with others;
• be free of any conflict of interest that would violate any applicable law or regulation or interfere with the proper performance of a director’s responsibilities;
• be willing and able to devote sufficient time to the affairs of the Corporation and be diligent in fulfilling the responsibilities of a director and Board committee member (including developing and maintaining sufficient knowledge of the Corporation and its industry, reviewing and analyzing reports and other information important to Board and committee responsibilities, preparing for, attending and participating in Board and committee meetings and satisfying appropriate orientation and continuing education guidelines); and
• have the capacity and desire to represent the best interests of the stockholders as a whole and not primarily a special interest group or constituency.

B. Specific Criteria. In addition to the foregoing general criteria, the Committee shall develop, reevaluate at least annually and modify as appropriate a set of specific criteria outlining the skills, experiences (whether in business or in other areas such as public service, academia or scientific communities), particular areas of expertise, specific backgrounds (such as biotechnology) and other characteristics that should be represented on the Board to enhance the effectiveness of the Board and Board committees. The specific criteria should:

• take into account any particular needs of the Corporation based on its business, size, ownership, growth objectives, community, customers and other characteristics and will need to be adjusted and refocused as these Corporation characteristics change and evolve;
• reflect the Corporation’s belief that gender and ethnic diversity provide additional perspectives that are helpful; and
• prepare at least annually a list of any specific criteria so identified that are not adequately represented on the Board and, when practical, the Committee should indicate the most significant deficiencies that should be given the highest- priority in recruiting new director candidates possessing the missing criteria.

6. Additional Resources

The Committee shall have the right to use reasonable amounts of time of the Corporation’s internal and independent accountants, internal and outside lawyers and other internal staff and also have the authority to hire independent experts, lawyers and other consultants to assist and advise it in connection with its responsibilities (provided that the Committee shall keep the Corporation’s finance department advised as to the general range of anticipated expenses for outside consultants and shall obtain the concurrence of the full Board in advance for non-routine and/or extraordinary expenses).

The Board of Directors (the “Board”) of Sorrento Therapeutics, Inc. (the “Company”) has adopted the following Corporate Governance Guidelines (the “Guidelines”) to assist the Board in the exercise of its responsibilities in the best interests of the Company and its stockholders.  The Guidelines acknowledge the leadership exercised by the Board’s standing committees and their chairs and are intended to serve as a flexible framework within which the Board and these committees may conduct their business – they are not intended to be a set of legally binding obligations on the Board, the committees or the Company.  The Guidelines are subject to modification from time to time as the Board deems appropriate or as required by applicable laws and regulations.

A. Role and Composition of the Board

1.  General.  The Board, which is elected by the stockholders, is the ultimate decision-making body of the Company, except with respect to those matters reserved to the Company’s stockholders.  The Board selects the senior management team, which is charged with conducting the Company’s business and operations.  The Board acts as an advisor and counselor to senior management and monitors senior management’s performance.

2.  Joint Chairman and CEO.  It is the policy of the Company that the positions of Chairman of the Board (“Chairman”) and Chief Executive Officer of the Company (“CEO”) be held by the same person, except in unusual circumstances.

3.  Board Size.  It is the policy of the Company that the number of directors not exceed a number that can function efficiently as a body.

4.  Director Independence.  The Board shall consist of a majority of independent directors.  The Company defines an “independent director” in accordance with the NYSE Amex requirements.  The NYSE Amex independence definition includes a series of criteria.  However, because it is not possible to anticipate or explicitly provide for all potential conflicts of interest and other circumstances that may affect independence, the Board is also required to make an affirmative determination as to each independent director that no relationship exists which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of that director.  In making these determinations, the Board reviews information provided by the directors and the Company with regard to each director’s business and personal activities as they may relate to the Company and its management.  The Board considers all relevant facts and circumstances in making a determination as to director independence.

5.  Selection Criteria.  The Board considers candidates to fill new positions created by an increase in Board size, as well as vacancies that occur as a result of removal, resignation, retirement or any other reason, and makes recommendations to the Board with respect thereto.  Each year, the Board will recommend a slate of directors for election by stockholders at the annual meeting of stockholders.  In accordance with the Bylaws of the Company, the Board will also be responsible for filling vacancies on the Board that occur between annual meetings of stockholders.

In reviewing potential candidates for director nomination, the Board shall consider the director’s qualifications, diversity, age, skills and such other factors as it deems appropriate given the current needs of the Board, the committees and the Company, to maintain a balance of knowledge, experience, diversity and capability.  In the case of incumbent directors whose terms of office are set to expire, the Board shall review such directors’ overall service to the Board, the committees and the Company during their term, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair such directors’ independence.  In the case of new director candidates, the Board shall also determine whether the nominee must be independent for NYSE Amex purposes, which determination shall be based upon applicable NYSE Amex listing standards and rules and regulations of the Securities and Exchange Commission (the “SEC”).

The Board does not prescribe any minimum qualifications for director candidates.  The Board shall consider a potential director candidate’s experience, areas of expertise and other factors relative to the overall composition of the Board and Board committees, including the following characteristics:

• the highest ethical standards and integrity and a strong personal reputation;
• a background that demonstrates experience and achievement in business, finance, biotechnology or other activities relevant to the Company’s business and activities;
• a willingness to act on and be accountable for Board and, as applicable, committee decisions;
• an ability to provide reasoned, informed, and thoughtful counsel to management on a range of issues affecting the Company and its stockholders;
• an ability to work effectively and collegially with other individuals;
• loyalty and commitment to driving the Company’s success and increasing long-term value for the Company’s stockholders;
• sufficient time to devote to Board and, as applicable, committee membership and matters; and
• meeting the independence requirements imposed by the SEC and NYSE Amex.

The Board retains the right to modify these criteria from time to time.  The Board shall evaluate the proposed director’s candidacy, including proposed candidates recommended by security holders, and recommend whether the Board should nominate the proposed director candidate for election by the Company’s stockholders.

6.  Director Service on Other Public Boards.  Ordinarily, directors should not serve on more than four boards of publicly-held companies, including the Board.  Current positions in excess of these limits may be maintained unless the Board determines that doing so would impair the director’s service on the Board.  No director shall serve on the board of directors of any Company competitor, publicly-held or privately-held.

7.  Director Compensation.  It is the general policy of the Board that Board compensation be paid either in cash, equity or in a combination of cash and equity.  Employee directors will not be paid for Board membership in addition to their regular employee compensation.  Independent directors may not receive consulting, advisory or other compensatory fees from the Company in addition to their Board compensation.  To the extent practicable, independent directors who are affiliated with a Company service provider will undertake to ensure that their compensation from such provider does not include amounts connected to payments made by the Company.

Management of the Company will report from time to time to the Compensation Committee of the Board (the “Compensation Committee”) regarding the status of Board compensation for publicly-held companies similarly-situated to the Company and with regard to trends and developments in director compensation for publicly-held companies.

8.  Stock Ownership Requirements.  The Company encourages directors to purchase and own shares of the Company’s stock.  However, the number of shares of the Company’s stock owned by any director is a personal decision and, at this time, the Board has chosen not to adopt a policy requiring ownership of a minimum number of Company shares by directors.

9.  Change in Employment or Status.  When a director, including any director who is currently an officer or employee of the Company, resigns from any employment position, materially changes his or her position with an employer or becomes aware of personal circumstances that may adversely reflect upon the director or the Company, the director should promptly notify the Board of the circumstances of the change.  The Board will consider the circumstances and may, in certain cases, request that the director tender his or her resignation from the Board if the director’s continuing service on the Board is inconsistent with the criteria deemed necessary for continuing Board service or is deemed detrimental to the Company and its stockholders.

10. Term Limits.  The Board does not endorse arbitrary term limits on directors’ service, nor does it believe in automatic re-nomination of directors.  While term limits could help insure that there are new ideas and viewpoints available to the Board, they hold the disadvantage of losing the contribution of directors who over time have developed increasing insight into the Company and its operations.

11. Director Orientation and Continuing Education.  In furtherance of its policy of having major decisions made by the Board as a whole, each director is expected to maintain the necessary level of expertise to perform his or her responsibilities as a director.  Members of the Board shall regularly review developments in the areas of corporate governance and board service, hold periodic meetings with key members of the Company’s management and, as deemed appropriate, make visits to key Company facilities.

12. Annual Meeting Attendance.  All Board members are invited to attend the Company’s annual meetings of stockholders.  Board members may attend annual meetings of stockholders in person, by telephone or by webcast.

13. Code of Business Conduct and Ethics.  Directors shall act at all times in accordance with the requirements of the Company’s Code of Business Conduct and Ethics.  This obligation shall include, without limitation, adherence to the Company’s policies with respect to conflicts of interest, confidentiality, protection of the Company’s assets, ethical conduct in business dealings and respect for and compliance with applicable law.  Any waiver of the requirements of the Company’s Code of Business Conduct and Ethics with respect to a director shall be reported to, and be subject to the approval of, the Board.

B.  Responsibilities of the Board

14. General.  The duties of the Board are largely defined by the Delaware General Corporation Law, federal securities laws and regulations and NYSE Amex.  The primary responsibilities of the Board are oversight, counseling and direction to management of the Company for the benefit of the Company and its stockholders.  The Board’s detailed responsibilities include:

(a) advising and counseling management regarding significant issues facing the Company;

(b) selecting, regularly evaluating the performance of, and approving the compensation of the CEO and other senior executives;

(c) planning for succession with respect to the position of CEO and monitoring management’s succession planning for other senior executives;

(d) reviewing and, where appropriate, approving the Company’s major financial objectives, strategic and operating plans and actions;

(e) overseeing the conduct of the Company’s business to evaluate whether the business is being properly managed; and

(f) overseeing the processes for maintaining the integrity of the Company with regard to its financial statements and other public disclosures, and compliance with laws.

The Board has delegated to the CEO, working with the Company’s other executive officers, the authority and responsibility for managing the business of the Company in a manner consistent with the standards and practices of the Company, and in accordance with any specific plans, instructions or directions of the Board.  The CEO and other members of management are responsible for seeking the advice and, in appropriate situations, the approval of the Board with respect to extraordinary or otherwise significant actions proposed to be undertaken by the Company.

15. CEO Evaluation and Management Succession.  The Board will conduct an annual review of the CEO’s performance to ensure that the CEO is providing the best leadership for the Company in the long- and short-term.  The Board will also work to identify and evaluate potential successors to the position of CEO.  The CEO should at all times make available his or her recommendations and evaluations of potential successors, along with a review of any development plans recommended for such individuals.

16. Communication with Outside Parties.  It is the policy of the Company that management speaks for the Company.  Each director should refer all inquiries from institutional investors, the press or customers regarding the Company’s business, operations and financial condition to management.  Directors may, from time to time at the request of management, meet or otherwise communicate with various constituencies that are involved with the Company.  If comments from the Board are appropriate, they should, in most circumstances, come from the Chairman.

C. Board Function

17. Agenda.  The Chairman/CEO sets the agenda for Board meetings with the understanding that the full Board is responsible for providing suggestions for agenda items that are aligned with its advisory and monitoring functions.  Agenda items for Board meetings are expected to change on a periodic basis to reflect Board requests, changes to the Company’s operations, significant actions, new legal issues and other matters raised by management and the Board’s committees.  The Board’s annual agenda will include the long-term strategic plan for the Company and the principal issues that the Company expects to face in the next year.  Any member of the Board may request that an item be included on the agenda.

18. Board Meetings.  Board members are expected to rigorously prepare for, attend and participate in all Board meetings.  Each Board member is expected to ensure that other existing and planned future commitments, including other board service, do not materially interfere with the member’s service as a director of the Company.  Any other commitments will be considered by the Board when reviewing Board candidates and in connection with the Board’s annual self-assessment process.  In determining whether to recommend a director for reelection, the Board shall consider the director’s past attendance at meetings and his or her participation in, and contributions to, the activities of the Board. 

At the invitation of the Board, members of senior management shall attend Board meetings, or portions thereof, for the purpose of updating the Board regarding the Company’s operations and participating in the Board’s discussions.  Generally, presentations of matters to the Board shall be made by the manager responsible for that area of the Company’s operations.

19. Board Materials.  Board meeting materials shall be provided to the directors sufficiently in advance of the meetings to allow the directors to prepare for a full discussion of the items.  Supplemental written materials will be provided to the Board on a periodic basis and at any time upon request of any director.  Sensitive subject matters may be discussed at the meeting without written materials being distributed in advance of or at the meeting.

20. Director Access to Corporate and Independent Advisors.  In addition, Board members shall have free access to all other members of management and employees of the Company and, as necessary and appropriate, Board members may consult with outside legal, financial and accounting advisors to assist them in fulfilling their duties to the Company and its stockholders.

21. Disclosure of Potential Conflicts of Interest.  Directors must disclose to the rest of the Board any potential conflict of interest they may have with respect to a matter under discussion and, if appropriate, refrain from voting on a matter for which they may have a conflict.

22. Executive Sessions.  Executive sessions, or meetings of outside directors without management present, shall be held regularly (at least four times per year) to review the report of the Company’s independent registered public accounting firm, the criteria upon which the performance of the Chairman/CEO and other senior managers are based, the performance of the Chairman/CEO and other senior managers against such criteria, the compensation of the Chairman/CEO and other senior managers, and any other relevant matters.  Meetings shall be held from time to time with the Chairman/CEO for a general discussion of relevant subjects.

23. Annual Board Self-Evaluation.  The Board will prepare an annual performance self-evaluation.

D. Board Committees

24. Policy.  It is the general policy of the Company that all major decisions be considered by the Board as a whole.  As a consequence, the committee structure of the Board is limited to those committees considered to be basic to, or required for, the operation of a publicly-held company.  Currently, the Company has the following Board committees:  the Audit Committee and the Compensation Committee (collectively, the “Committees”).

25. Committee Charters.  Each Committee has a written charter approved by the Board that describes the Committee’s general authority and responsibilities.  Each Committee will undertake an annual review of its charter, and will work with the Board to make such revisions to its charter as are deemed necessary or appropriate.  The Committee charters shall generally provide for the following:

(a)  Audit Committee.  The Audit Committee reviews the work of the Company’s internal accounting and audit processes and independent registered public accounting firm.  The committee has sole authority to appoint and dismiss the Company’s independent registered public accounting firm and to approve any significant non-audit relationship with the independent registered public accounting firm.

(b)  Compensation Committee.  The Compensation Committee reviews and approves the Company’s goals and objectives relevant to compensation, monitors market levels of compensation and, based on evaluations submitted by management and other assessments, approves compensation for the CEO, all other executive officers and certain other employees that correspond to the Company’s goals and objectives, and reports to the Board concerning these matters.  The committee produces an annual report on executive compensation for inclusion in the Company’s proxy statements, in accordance with applicable rules and regulations.  The committee periodically reports to the Board concerning its compensation determinations with respect to management and employees and also makes recommendations to the Board concerning compensation of the Company’s non-employee directors.

26. Composition.  The Committees are made up of solely independent directors.  The Audit Committee consists of at least three members who must satisfy an additional NYSE Amex independence standard.  Specifically, Audit Committee members may not accept, directly or indirectly, any consulting, advisory or other compensatory fee from the Company or any of its subsidiaries other than compensation they may receive as directors. The Compensation Committee consists of at least three members.

27. Appointment and Rotation of Committee Members.  The Board appoints Committee members and Committee chairpersons according to criteria set forth in the applicable Committee charter and such other criteria that the Board determines to be appropriate in light of the responsibilities of each Committee.  Committee membership and the position of Committee chair will not be rotated on a mandatory basis unless the Board determines that rotation is in the best interests of the Company and its stockholders.

28. Meeting Conduct.  The frequency, length and agenda of meetings of each Committee shall be determined by the chairperson of the Committee.  Sufficient time to consider the agenda items shall be provided.  Materials related to agenda items shall be provided to the Committee members sufficiently in advance of the meeting where necessary to allow the members to prepare for discussion of the items at the meeting.

29. Reporting to the Board.  Each Committee will regularly report to the Board concerning the Committee’s activities, decisions and recommendations.

30. Access to Corporate and Independent Advisors.  Each Committee may consult with outside legal, financial and accounting advisors to the extent it considers appropriate to assist the Committee in fulfilling its obligations.

31. Annual Committee Self-Evaluation.  Each Committee shall prepare an annual performance self-evaluation.

E.  Review and Modification of Corporate Governance Principles

32. Annual Review.  The Guidelines shall be reviewed by the Board at least annually.

33. Amendment; Waiver.  The Board may amend, waive, suspend or repeal any of the Guidelines at any time, with or without public notice, as it determines necessary or appropriate, in the exercise of the Board’s judgment or fiduciary duties.

Purpose

The purpose of the Compensation Committee (the “Committee“) of the Board of Directors (the “Board“) of Sorrento Therapeutics, Inc., a Delaware Corporation (the “Corporation“) is to assist the Board in discharging the Board’s responsibilities relating to the evaluation and compensation of executives and to oversee, as plan administrator, the Corporation’s benefit plans and programs. The Committee shall provide assistance to the Board in fulfilling their responsibility to the stockholders, potential stockholders, and investment community relating to developing policies and making specific recommendations to the Board with respect to the direct and indirect compensation of the Corporation’s executive officers. The goal of these policies is to ensure that an appropriate relationship exists between executive pay and the creation of stockholder value, while at the same time motivating and retaining key employees. In so doing, it is the responsibility of the Committee to maintain free and open means of communication between the Board, executive management of the Corporation and the Corporation’s employees and associates.

Authority

In addition to the powers and responsibilities expressly delegated to the Committee in this Charter, the Committee may exercise any other powers and carry out any other responsibilities delegated to it by the Board from time to time consistent with the Corporation’s bylaws and applicable law. The powers and responsibilities delegated by the Board to the Committee in this Charter or otherwise shall be exercised and carried out by the Committee as it deems appropriate without requirement of Board approval, and any decision made by the Committee (including any decision to exercise or refrain from exercising any of the powers delegated to the Committee hereunder) shall be at the Committee’s sole discretion. While acting within the scope of the powers and responsibilities delegated to it, the Committee shall have and may exercise all the powers and authority of the Board. To the fullest extent permitted by law, the Committee shall have the power to determine which matters are within the scope of the powers and responsibilities delegated to it.

Membership

The Committee shall be composed of at least two directors as determined by the Board, none of whom shall be an employee of the Corporation and each member of the Committee must: (i) be “independent” within the meaning of the Corporation’s Corporate Governance Guidelines, the regulations of the Nasdaq Stock Market, and Rule 10C-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (ii) be a “non-employee director” with the meaning of Rule 16b-3 promulgated under the Exchange Act; and (iii) be an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended. The Committee Chair and members shall be designated annually by a majority of the full Board, and may be removed, at any time, with or without cause, by a majority of the full Board. Vacancies shall be filled by a majority of the full Board.

Compensation Consultants and Other Experts and Advisors

The Committee has the sole authority to retain and terminate and approve the fees and other retention terms of compensation consultants used to assist the Committee in performing its duties and responsibilities, including its evaluation of director, Chief Executive Officer (“CEO“) or senior executive compensation. The Committee also has the authority to retain independent counsel and other consultants, experts and advisors (accounting, financial or otherwise) and also may use the services of the Corporation’s regular counsel or other advisors to the Corporation. The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any compensation consultants, legal counsel or other advisers retained by the Committee. The Corporation will provide appropriate funding, as determined by the Committee, for payment of compensation to any such persons retained by the Committee. Subject to any exceptions under the Nasdaq Stock Market rules, any consultant, legal counsel or other adviser to the Committee may be selected by the Committee only after the Committee takes into consideration all factors relevant to that person’s independence from management, including the following:

• the provision of other services to the Corporation by the firm that employs the adviser;
• the amount of fees received from the Corporation by the firm that employs the adviser, as a percentage of the total revenue of the firm that employs the adviser;
• the policies and procedures of the firm that employs the adviser that are designed to prevent conflicts of interest;
• any business or personal relationship of the adviser with a member of the compensation Committee;
• any stock of the Corporation owned by the adviser; and
• any business or personal relationship of the adviser or the firm employing the adviser with an executive officer of the Corporation.

Committee Performance Evaluation

 The Committee shall annually conduct an evaluation of its performance in fulfilling its responsibilities and meeting its goals, as outlined herein.

Meetings

The Committee will determine its own rules of procedure with respect to the scheduling, location and frequency of its meetings. In the absence of such rules, the Committee will meet at the call of its chair as appropriate to accomplish the purposes of the Committee, but it is expected that the Committee will meet at least twice each year.

A majority of Committee members shall constitute a quorum for the transaction of business. The action of a majority of those present at a meeting at which a quorum is attained, shall be the act of the Committee. The Committee may delegate matters within its responsibility to subcommittees composed of certain of its members. The Committee shall meet in executive session without the presence of any members of management as often as it deems appropriate. The Committee shall meet as required, keep a record of its proceedings, if appropriate or needed, and report thereon from time to time to the Board of Directors.

Responsibilities

In carrying out its responsibilities, the Committee believes its policies and procedures should remain flexible, in order to best react to changing conditions and to ensure to the Board of Directors and stockholders that the corporate compensation practices of the Corporation are in accordance with all applicable requirements and are of the highest quality. The Committee shall:

1. In consultation with senior management, establish the Corporation’s general compensation philosophy, and oversee the development and implementation of compensation programs;
2. Annually review and approve the Corporation’s goals and objectives relevant to the compensation of the CEO, evaluate the CEO’s performance with respect to such goals, and subject to existing contractual obligations, set the CEO’s compensation level based on such evaluation;
3. Determine and approve (and recommend for ratification by the Board acting solely through the independent directors) the CEO’s compensation level based on the Committee’s performance evaluation;
4. The Committee shall, at least annually, review and approve all compensation for all executive officers (as such term is defined in Rule 16a-1 promulgated under the 1934 Act);
5. Recommend to the Board the establishment and administration of incentive compensation plans and programs and employee benefit plans and programs;
6. Review succession planning within the Corporation;
7. Oversee any stock option, benefit and incentive plans established by the Corporation, unless otherwise determined by the Board or prohibited by the terms of such plans;
8. Make recommendations to the Board with respect to non-CEO compensation, incentive-compensation plans and equity plans, that are subject to Board approval;
9. The Committee shall have the authority to establish and periodically review policies concerning perquisite benefits;
10. Review and approve all employment, severance or other employment related agreements or special compensation arrangements for each “officer” of the Corporation as defined by Rule 16a-1(f) of the Exchange Act;
11. Review and recommend for Board approval compensation packages for new corporate officers and termination packages for corporate officers as requested by management;
12. Review at least annually the adequacy of this charter and recommend any proposed changes to the Board for its approval;
13. Evaluate and oversee risk in the Corporation’s compensation programs;
14. Produce an annual report on executive compensation for inclusion in the Corporation’s proxy statement, in accordance with applicable rules and regulations;
15. Investigate, within the scope of its duties, any matter brought to its attention;
16. Perform any other duties or responsibilities expressly delegated to the Committee by the Board from time to time; and
17. Annually review the compensation of members of the Board for their services to the Company and recommend changes, if any, to the Board.

I. Introduction

The executive management of Sorrento Therapeutics, Inc., a Delaware Corporation (the “Corporation”) is primarily responsible for (A) the completeness and accuracy of its financial reporting and the adequacy of its internal financial and operating controls and (B) the Corporation’s compliance with applicable corporate governance requirements regarding its corporate accounting and reporting practices. The Corporation’s Board of Directors (the “Board”) has responsibility to oversee management’s exercise of these responsibilities. To assist the Board, the Corporation has established an Audit Committee (the “Committee”) whose authority and responsibilities are described by this charter.

II. Membership

The Committee shall consist of no fewer than three directors, with the exact number established by the Board, each of whom shall be determined by the Board to be “independent” as required by the rules and regulations of the Securities and Exchange Commission (“SEC“) and the Nasdaq Stock Market. The Committee’s members, including its chair, are appointed by the Board upon the recommendation of the Board’s Corporate Governance and Nominating Committee. Each member must be able to read and understand financial statements, including the Corporation’s balance sheet, income statement and cash flow statement. No member shall have participated in the preparation of the financial statements of the Corporation at any time during the three (3) years prior to such director’s appointment to the Committee. In addition, at least one member shall be an “audit committee financial expert” within the meaning of the rules and regulations of the Nasdaq Stock Market and the SEC.

The Committee chair and members shall be designated annually by a majority of the full Board, and may be removed, at any time, with or without cause, by a majority of the full Board. Vacancies shall be filled by a majority of the full Board.

III. Power and Authority

In addition to the powers and responsibilities expressly delegated to the Committee in this charter, the Committee may exercise any other powers and carry out any other responsibilities from time to time delegated to it by the Board. The Committee also may conduct or authorize investigations into any matter within the scope of the duties and responsibilities delegated to the Committee.

The powers and responsibilities delegated to the Committee may be exercised in any manner the Committee deems appropriate (including delegation to subcommittees) and without any requirement for Board approval except as otherwise specified in this charter or the Board’s delegation. Any decision by the Committee, including any decision to exercise or refrain from exercising any of its delegated powers, is at the Committee’s sole discretion. While acting within the scope of the powers and responsibilities delegated to it, the Committee may exercise all the powers and authority of the Board and, to the fullest extent permitted by law, has the authority to determine which matters are within the scope of its delegated authority.

The Committee has the authority to retain and compensate independent counsel, consultants and other experts and advisors (accounting, financial or otherwise) and also may use the services of the Corporation’s regular counsel or other advisors to the Corporation. The Corporation will provide appropriate funding, as determined by the Committee, for payment of compensation to the independent auditor for the purpose of preparing or issuing an audit report or performing other audit, review or attest services, for payment of compensation to any experts or advisors retained by the Committee and for payment of ordinary administrative expenses of the Committee

IV. Meetings

The Committee will determine its own rules of procedure with respect to the call, place, time and frequency of its meetings. In the absence of such rules, the Committee will meet at the call of its chair as appropriate to accomplish the purposes of the Committee, but the Committee will meet on a regularly scheduled basis at least once each quarter and periodically meet separately with management and with the independent auditor. A majority of the members of the Committee will constitute a quorum for the transaction of business. Notice of meetings of the Committee will be given as provided in the Corporation’s bylaws. The Committee shall meet as required, keep a record of its proceedings, if appropriate or needed, and report thereon from time to time to the Board.

V. Committee Performance Evaluation

The Committee shall annually conduct an evaluation of its performance in fulfilling its responsibilities and meeting its goals, as outlined below.

VI. Duties and Responsibilities

A. Interactions with the Independent Auditor

1. The Committee has the sole authority and the responsibility to select, evaluate, engage, oversee, determine funding for and, where appropriate, replace the independent auditors, or to nominate the independent auditors to be proposed to the full Board for concurrence or ratification to the extent required by law. The Committee will review with management the performance, appointment and/or termination of the independent auditors.

2. The Committee shall give prior approval of all audit services and any non-audit services permissible pursuant to the Sarbanes-Oxley Act of 2002 performed by the independent auditor for the Corporation. The Committee may establish pre-approval policies and procedures, provided the policies and procedures are detailed as to the particular service, the Committee is informed of each service and such policies and procedures do not include delegation of any of the Committee’s responsibilities to the management of the Corporation.

3. The Committee will ensure that the independent auditors provide, at least annually, a formal written statement to the Committee setting forth all relationships between the independent auditors and the Corporation, consistent with applicable rules and requirements. The Committee will discuss with the independent auditors any disclosed relationships or services which may impact the objectivity and independence of the independent auditors. The Committee will take, or recommend that the full Board take, appropriate action to ensure the independence of the independent auditors.

4. The Committee will review with management and the independent auditors the annual audit scope and approach, critical accounting policies and practices, significant internal control issues, record keeping, audit conclusions regarding significant accounting estimates/reserves and proposed fee arrangements for ongoing and special projects. The Committee will instruct the independent auditors and the Corporation’s management that the Committee expects to be advised if there are any areas that require special attention.5. The Committee will review with management and the independent auditors their assessments of the adequacy of internal controls, and the resolution of identified material weaknesses and significant deficiencies in internal controls.

6. For meetings at which the independent auditors are in attendance, the Committee will meet in executive session with the independent auditors, as may be necessary or advisable, to request their opinion on various matters including the Corporation’s accounting policies as applied in its financial reporting and the performance of its financial and accounting personnel. The Committee will also discuss privately with the independent auditors any issues or other important matters from time to time required by rules of the SEC, Financial Accounting Standards Board, the Public Corporation Accounting Oversight Board and other regulatory bodies.

7. During executive sessions with the independent auditors, the Committee will review with the independent auditor any problems or difficulties the auditor may have encountered during the course of its audit work, including any restrictions on the scope of its activities or access to required information or any significant disagreements with management and management’s responses to such matters.

8. The Committee will review with management and the independent auditors the Corporation’s compliance with laws and regulations having to do with accounting and financial reporting matters.

B. Financial Statements

1. The Committee will review with management and the independent auditors, the Corporation’s interim and year-end financial statements, including management’s discussion and analysis. Such review will include a discussion of significant adjustments recorded or adjustments passed and will conform to applicable rules and requirements. In conjunction with the Committee’s review of year-end financial statements, the Committee shall also review audit findings. With regard to the year-end statements, following such review, the Committee will recommend to the Board whether the audited financial statements should be included in the Corporation’s annual report on Form 10-K for the fiscal year subject to the audit.

2. The Committee will request from management and the independent auditors, a briefing on any significant accounting and reporting issues, or significant unusual transactions, disagreements and how they were resolved and current developments in the accounting and regulatory areas that may affect the Corporation or its financial statements.

3. The Committee will review with management and the independent auditors disclosures, accounting policies and controls.

4. The Committee will hold timely discussions with the independent registered public accounting firm regarding the following:

• all critical accounting policies and practices;
• all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications or the use of such alternative disclosures and treatments, and the treatment preferred by the independent registered public accounting firm; and
• other material written communications between the independent registered public accounting firm and management including, but not limited to, the management letter and schedule of unadjusted differences.

5. The members of the Committee will discuss among themselves, without management or the independent auditors present, the quality of the accounting policies applied in the preparation of the Corporation’s financial statements and significant judgments affecting the financial statements.

C. Other Duties and Responsibilities

1. The Committee will review and approve the internal corporate audit staff functions, including: (i) purpose, authority and organizational reporting lines; (ii) annual audit plan, budget and staffing; (iii) concurrence in the appointment, compensation and rotation of the internal audit management function; and (iv) results of internal audits.

2. As required from time to time by the rules of the SEC and other regulatory bodies, the Committee or a comparable independent body of the Corporation’s Board shall conduct an appropriate review of all related party transactions on an on-going basis and all such transactions and potential conflicts of interests referenced in the Corporation’s Code of Conduct and Ethics must be approved by the Committee or other comparable independent body of the Board.

3. As required from time to time by the rules of the SEC and by the Nasdaq Stock Market listing standards applicable to the Corporation’s securities and other applicable rules, the Committee shall establish and review the adequacy of procedures for the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters. Such procedures shall provide for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

4. The Committee will provide the Corporation with the report of the Committee with respect to the audited financial statements for inclusion in the Corporation’s proxy statement.

5. The Committee will discuss with management the Corporation’s policies with respect to risk assessment and risk management, significant financial risk exposures and the actions management has taken to limit, monitor or control such exposures.

6. The Committee will discuss with management and the independent auditor the Corporation’s earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies. The Committee’s discussion in this regard may be general in nature (a discussion of the types of information to be disclosed and the type of presentation to be made) and need not take place in advance of each earnings release or each instance in which the Corporation may provide earnings guidance.

Amendment to the Code of Business Conduct and Ethics of Sorrento Therapeutics, Inc.

The Board of Directors of Sorrento Therapeutics, Inc. (the “Company”) has amended the Company’s Code of Business Conduct and Ethics to provide that, pursuant to the Defend Trade Secrets Act, employees, executive officers and directors of the Company have a right to disclose in confidence trade secrets to Federal, State, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law, including the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.

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CODE OF BUSINESS CONDUCT AND ETHICS FOR EMPLOYEES, EXECUTIVE OFFICERS AND DIRECTORS ADOPTED:

OCTOBER 22, 2009
Revised: January 1, 2017

Introduction

Sorrento Therapeutics, Inc. and its subsidiaries (“Sorrento”) are committed to maintaining the highest standards of business conduct and ethics. This Code of Business Conduct and Ethics (the “Code”) reflects the business practices and principles of behavior that support this commitment. Sorrento expects every employee, officer and director to read and understand the Code and its application to the performance of his or her business responsibilities. This Code applies to all employees, directors, officers and consultants of Sorrento worldwide.

Officers, managers and other supervisors are expected to develop in employees a sense of commitment to the spirit, as well as the letter, of the Code. Supervisors are also expected to ensure that all agents and contractors conform to Code standards when working for or on behalf of Sorrento. The compliance environment within each supervisor’s assigned area of responsibility will be a factor in evaluating the quality of that individual’s performance. In addition, any employee who makes an exemplary effort to implement and uphold Sorrento’s legal and ethical standards will be recognized for that effort in his or her performance review. This Code supersedes all other codes of conduct, policies, procedures, instructions, practices, rules or written or verbal representations to the extent that they are inconsistent with this Code. However, nothing in this Code otherwise alters the at-will employment policy of Sorrento. Sorrento is committed to continuously reviewing and updating its policies and procedures. This Code, therefore, is subject to modification.

This Code cannot possibly describe every practice or principle related to honest and ethical conduct. The Code addresses conduct that is particularly important to proper dealings with the people and entities with whom Sorrento interacts, but reflects only a part of Sorrento’s commitment. From time to time Sorrento may adopt additional policies and procedures with which Sorrento’s employees, officers and directors are expected to comply, if applicable to them. However, it is the responsibility of each employee to apply common sense, together with his or her own highest personal ethical standards, in making business decisions where there is no stated guideline in the Code.

Action by members of your family, significant others or other persons who live in your household (referred to in the Code as “family members”) also may potentially result in ethical issues to the extent that they involve Sorrento’s business. For example, acceptance of inappropriate gifts by a family member from one of Sorrento’s suppliers could create a conflict of interest and result in a Code violation attributable to you. Consequently, in complying with the Code, you should consider not only your own conduct, but also that of your family members, significant others and other persons who live in your household.

YOU SHOULD NOT HESITATE TO ASK QUESTIONS ABOUT WHETHER ANY CONDUCT MAY VIOLATE THE CODE, VOICE CONCERNS OR CLARIFY GRAY AREAS. SECTION 18 BELOW DETAILS THE COMPLIANCE RESOURCES AVAILABLE TO YOU. IN ADDITION, YOU SHOULD BE ALERT TO POSSIBLE VIOLATIONS OF THE CODE BY OTHERS AND REPORT SUSPECTED VIOLATIONS, WITHOUT FEAR OF ANY FORM OF RETALIATION, AS FURTHER DESCRIBED IN SECTION 18 BELOW. Violations of the Code will not be tolerated. Any employee who violates the standards in the Code may be subject to disciplinary action, which, depending on the nature of the violation and the history of the employee, may range from a warning or reprimand to and including termination of employment and, in appropriate cases, civil legal action or referral for regulatory or criminal prosecution.

1. Honest and Ethical Conduct

It is the policy of Sorrento to promote high standards of integrity by conducting Sorrento’s affairs in an honest and ethical manner. The integrity and reputation of Sorrento depends on the honesty, fairness and integrity brought to the job by each person associated with Sorrento. Unyielding personal integrity is the foundation of corporate integrity.

2. Legal Compliance

Obeying the law, both in letter and in spirit, is the foundation of this Code. Sorrento’s success depends upon each employee’s operating within legal guidelines and cooperating with local, national and international authorities. Sorrento expects employees to understand the legal and regulatory requirements applicable to their business units and areas of responsibility. Sorrento holds periodic training sessions to ensure that all employees comply with the relevant laws, rules and regulations associated with their employment, including laws prohibiting insider trading (which are discussed in further detail in Section 4 below). While Sorrento does not expect you to memorize every detail of these laws, rules and regulations, Sorrento wants you to be able to determine when to seek advice from others. If you do have a question in the area of legal compliance, it is important that you not hesitate to seek answers from your supervisor or a Compliance Officer.

Disregard of the law will not be tolerated. Violation of domestic or foreign laws, rules and regulations may subject an individual, as well as Sorrento, to civil and/or criminal penalties. You should be aware that conduct and records, including emails, are subject to internal and external audits, and to discovery by third parties in the event of a government investigation or civil litigation. It is in everyone’s best interests to know and comply with Sorrento’s legal and ethical obligations.

3.Research and Development Compliance

The research and development of medical device products is subject to a number of legal and regulatory requirements, including standards related to ethical research procedures and scientific misconduct. Sorrento expects employees to comply with all such requirements and standards.

4. Insider Trading

Employees who have access to confidential (or “inside”) information are not permitted to use or share that information for stock trading purposes or for any other purpose except to conduct Sorrento’s business. All non-public information about Sorrento or about companies with which Sorrento does business is considered confidential information. To use material non-public information in connection with buying or selling securities, including “tipping” others who might make an investment decision on the basis of this information, is not only unethical, it is illegal. Employees must exercise the utmost care when handling material inside information.

Sorrento has adopted a separate insider trading policy with which you are expected to comply as a condition of your employment with the Company. If applicable, you should consult that insider trading policy for more specific information on the definition of “inside” information and on buying and selling Sorrento’s securities or securities of companies with which Sorrento does business.

5. International Business Laws

Our employees are expected to comply with the applicable laws in all countries to which they travel, in which they operate and where Sorrento otherwise does business, including laws prohibiting bribery, corruption or the conduct of business with specified individuals, companies or countries. The fact that in some countries certain laws are not enforced or that violation of those laws is not subject to public criticism will not be accepted as an excuse for noncompliance. In addition, Sorrento expects employees to comply with U.S. laws, rules and regulations governing the conduct of business by its citizens and corporations outside the U.S.

These U.S. laws, rules and regulations, which extend to all Sorrento’s activities outside the U.S., include:

• The Foreign Corrupt Practices Act, which prohibits directly or indirectly giving anything of value to a government official to obtain or retain business or favorable treatment, and requires the maintenance of accurate books of account, with all company transactions being properly recorded;
• U.S. Embargoes, which restrict or, in some cases, prohibit companies, their subsidiaries and their employees from doing business with certain other countries identified on a list that changes periodically (including, for example, Afghanistan, Belarus, China (PR), Cuba, Cyprus, Haiti, Iran, Iraq, Lebanon, Liberia, Libya, Myanmar (Burma), North Korea, Sudan, Syria, Venezuela, Yemen and Zimbabwe) or specific companies or individuals;
• Export Controls, which restrict travel to designated countries or prohibit or restrict the export of goods, services and technology to designated countries, denied persons or denied entities from the U.S., or the re-export of U.S. origin goods from the country of original destination to such designated countries, denied companies or denied entities; and
• Antiboycott Compliance, which prohibits U.S. companies from taking any action that has the effect of furthering or supporting a restrictive trade practice or boycott that is fostered or imposed by a foreign country against a country friendly to the U.S. or against any U.S. person.

If you have a question as to whether an activity is restricted or prohibited, seek assistance before taking any action, including giving any verbal assurances that might be regulated by international laws.

6. Antitrust

Antitrust laws are designed to protect the competitive process. These laws are based on the premise that the public interest is best served by vigorous competition and will suffer from illegal agreements or collusion among competitors. Antitrust laws generally prohibit:

• agreements, formal or informal, with competitors that harm competition or customers, including price fixing and allocations of customers, territories or contracts;
• agreements, formal or informal, that establish or fix the price at which a customer may resell a product; and
• the acquisition or maintenance of a monopoly or attempted monopoly through anti- competitive conduct.

Certain kinds of information, such as pricing, production and inventory, should not be exchanged with competitors, regardless of how innocent or casual the exchange may be and regardless of the setting, whether business or social.

Antitrust laws impose severe penalties for certain types of violations, including criminal penalties and potential fines and damages of millions of dollars, which may be tripled under certain circumstances. Understanding the requirements of antitrust and unfair competition laws of the various jurisdictions where Sorrento does business can be difficult, and you are urged to seek assistance from your supervisor or a Compliance Officer whenever you have a question relating to these laws.

7. Environmental Compliance

Federal law imposes criminal liability on any person or company that contaminates the environment with any hazardous substance that could cause injury to the community or environment. Violation of environmental laws can involve monetary fines and imprisonment. Sorrento expects employees to comply with all applicable environmental laws.

It is Sorrento’s policy to conduct Sorrento’s business in an environmentally responsible way that minimizes environmental impacts. Sorrento is committed to minimizing and, if practicable, eliminating the use of any substance or material that may cause environmental damage, reducing waste generation and disposing of all waste through safe and responsible methods, minimizing environmental risks by employing safe technologies and operating procedures, and being prepared to respond appropriately to accidents and emergencies.

8. Conflicts of Interest

Sorrento respects the rights of Sorrento’s employees to manage their personal affairs and investments and do not wish to impinge on their personal lives. At the same time, employees should avoid conflicts of interest that occur when their personal interests may interfere in any way with the performance of their duties or the best interests of Sorrento. A conflicting personal interest could result from an expectation of personal gain now or in the future or from a need to satisfy a prior or concurrent personal obligation. Sorrento expects employees to be free from influences that conflict with the best interests of Sorrento or might deprive Sorrento of their undivided loyalty in business dealings. Even the appearance of a conflict of interest where none actually exists can be damaging and should be avoided. Whether or not a conflict of interest exists or will exist can be unclear. Conflicts of interest are prohibited unless specifically authorized as described below.

If you have any questions about a potential conflict or if you become aware of an actual or potential conflict, and you are not an officer or director of Sorrento, you should discuss the matter with your supervisor or a Compliance Officer (as further described in Section 18 below). Supervisors may not authorize conflict of interest matters without first seeking the approval of a Compliance Officer and providing the Compliance Officer with a written description of the activity. If the supervisor is involved in the potential or actual conflict, you should discuss the matter directly with a Compliance Officer. Officers and directors may seek authorization from the Audit Committee of the Board of Directors (the “Audit Committee”). Factors that may be considered in evaluating a potential conflict of interest are, among others:

• whether it may interfere with the employee’s job performance, responsibilities or morale;
• whether the employee has access to confidential information;
• whether it may interfere with the job performance, responsibilities or morale of others within the organization;
• any potential adverse or beneficial impact on Sorrento’s business;
• any potential adverse or beneficial impact on Sorrento’s relationships with Sorrento’s customers or suppliers or other service providers;
• whether it would enhance or support a competitor’s position;
• the extent to which it would result in financial or other benefit (direct or indirect) to the employee;
• the extent to which it would result in financial or other benefit (direct or indirect) to one of Sorrento’s customers, suppliers or other service providers; and
• the extent to which it would appear improper to an outside

Although no list can include every possible situation in which a conflict of interest could arise, the following are examples of situations that may, depending on the facts and circumstances, involve conflicts of interests:

• Employment by (including consulting for) or service on the board of directors of a competitor, customer or supplier or other service Activity that enhances or supports the position of a competitor to the detriment of Sorrento is prohibited, including employment by or service on the board of a competitor. Employment by or service on the board of directors of a customer or supplier or other service provider is generally discouraged and you must seek authorization in advance if you plan to take such a position.
• Owning, directly or indirectly, a significant financial interest in any entity that does business, seeks to do business or competes with In addition to the factors described above, persons evaluating ownership in other entities for conflicts of interest will consider: the size and nature of the investment; the nature of the relationship between the other entity and Sorrento; the employee’s access to confidential information; and the employee’s ability to influence Sorrento’s decisions. If you would like to acquire a financial interest of that kind, you must seek approval in advance.
• Soliciting or accepting gifts, favors, loans or preferential treatment from any person or entity that does business or seeks to do business with See Section 13 below for further discussion of the issues involved in this type of conflict.
• Soliciting contributions to any charity or for any political candidate from any person or entity that does business or seeks to do business with Sorrento.
• Taking personal advantage of corporate See Section 10 below for further discussion of the issues involved in this type of conflict.
• Moonlighting without
• Conducting Sorrento’s business transactions with your family member or a business in which you have a significant financial Material related-party transactions approved by the Audit Committee and involving any executive officer or director will be publicly disclosed as required by applicable laws and regulations.
• Exercising supervisory or other authority on behalf of Sorrento over a co-worker who is also a family The employee’s supervisor and/or a Compliance Officer will consult with the Human Resources department to assess the advisability of reassignment.

Loans to, or guarantees of obligations of, employees or their family members by Sorrento could constitute an improper personal benefit to the recipients of these loans or guarantees, depending on the facts and circumstances. Some loans are expressly prohibited by law, and applicable law requires that Sorrento’s Board of Directors approve all loans and guarantees to employees. As a result, all loans and guarantees by Sorrento must be approved in advance by the Board of Directors or the Audit Committee.

At the date of adoption of this Code, Sorrento has members of its Board of Directors who are partners or employees of venture capital funds, and this Code needs to acknowledge the fact that such venture capital funds and related investment entities routinely invest in a number of life science companies. As a result, notwithstanding anything in this Code to the contrary, if a member of Sorrento’s Board of Directors who is also a partner or employee of an entity that is in the business of investing and reinvesting in other entities, or an employee of an entity that manages such an entity (each, a “Fund”) acquires knowledge of a potential transaction or other matter in such individual’s capacity as a partner, manager or employee of the Fund (and other than directly in connection with such individual’s service as a member of Sorrento’s Board of Directors) and that may be  an  opportunity  of  interest  for  both  Sorrento  and  such  Fund (a “Corporate Opportunity”), then Sorrento has no expectancy that such director or Fund offer an opportunity to participate in such Corporate Opportunity to Sorrento. In addition, any investment or other involvement by such director or Fund shall not be a conflict or potential conflict of interest if such director acts in good faith.

9. Treatment with Fairness and Respect

You are critical to the success of Sorrento, and Sorrento’s policy is to treat you with fairness and respect. Sorrento is an equal opportunity employer. Sorrento does do not tolerate discrimination against applicants or employees based on race, religion, gender, age, marital status, national origin, sexual orientation, citizenship status or other protected characteristics or disability. Sorrento prohibits discrimination in decisions concerning recruitment, hiring, compensation, benefits, training, termination, promotions, or any other condition of employment or career development. Sorrento is committed to providing a work environment that is free from discrimination and/or harassment. Sorrento will not tolerate the use of discriminatory slurs; unwelcome, unsolicited sexual advances or harassment; or any other remarks, jokes or conduct that create or foster an offensive or hostile work environment. Each person, at every level of the organization, must act with respect toward customers, co-workers and outside firms.

10.  Corporate Opportunities

You may not take personal advantage of opportunities for Sorrento that are presented to you or discovered by you as a result of your position with Sorrento or through your use of corporate property or information, unless authorized by your supervisor, a Compliance Officer or the Audit Committee, as described in Section 8 above. Even opportunities that are acquired privately by you may be questionable if they are related to Sorrento’s existing or proposed lines of business. Participation in an investment or outside business opportunity that is directly related to Sorrento’s lines of business must be pre-approved. You may not use your position with Sorrento or corporate property or information for improper personal gain, nor should you compete with Sorrento in any way.

11. Maintenance of  Corporate Books, Records, Documents and Accounts; Financial Integrity; Public Reporting

The integrity of Sorrento’s records and public disclosure depends upon the validity, accuracy and completeness of the information supporting the entries to Sorrento’s books of account. Therefore, Sorrento’s corporate and business records should be completed accurately and honestly. The making of false or misleading entries, whether they relate to financial results or test results, is strictly prohibited. Sorrento’s records serve as a basis for managing its business and are important in meeting its obligations to customers, suppliers, creditors, employees and others with whom Sorrento does business. As a result, it is important that Sorrento’s books, records and accounts accurately and fairly reflect, in reasonable detail, Sorrento’s assets, liabilities, revenues, costs and expenses, as well as all transactions and changes in assets and liabilities. Sorrento requires that:

• no entry be made in Sorrento’s books and records that intentionally hides or disguises the nature of any transaction or of any of Sorrento’s liabilities, or misclassifies any transactions as to accounts or accounting periods;
• transactions be supported by appropriate documentation;
• the terms of sales and other commercial transactions be reflected accurately in the documentation for those transactions and all such documentation be reflected accurately in Sorrento’s books and records;
• employees comply with Sorrento’s system of internal controls; and
• no cash or other assets be maintained for any purpose in any unrecorded or “off-the- books”

Sorrento’s accounting records are also relied upon to produce reports for its management, stockholders and creditors, as well as governmental agencies. In particular, Sorrento relies upon its accounting and other business and corporate records in preparing periodic and current reports that it files with the Securities and Exchange Commission (the “SEC”). Securities laws require that these reports provide full, fair, accurate, timely and understandable disclosure and fairly present Sorrento’s financial condition and results of operations. Employees who collect, provide or analyze information for or otherwise contribute in any way in preparing or verifying these reports should strive to ensure that Sorrento’s financial disclosure is accurate and transparent and that Sorrento’s reports contain all of the information about Sorrento that would be important to enable stockholders and potential investors to assess the soundness and risks of Sorrento’s business and finances and the quality and integrity of Sorrento’s accounting and disclosures. In addition:

• no employee may take or authorize any action that would cause Sorrento’s financial records or financial disclosure to fail to comply with generally accepted accounting principles, the rules and regulations of the SEC or other applicable laws, rules and regulations;
• all employees must cooperate fully with Sorrento’s Accounting Department, as well as Sorrento’s independent public accountants and counsel, respond to their questions with candor and provide them with complete and accurate information to help ensure that Sorrento’s books and records, as well as Sorrento’s reports filed with the SEC, are accurate and complete; and
• no employee should knowingly make (or cause or encourage any other person to make) any false or misleading statement in any of Sorrento’s reports filed with the SEC or knowingly omit (or cause or encourage any other person to omit) any information necessary to make the disclosure in any of Sorrento’s reports accurate in all material

Any employee who becomes aware of any departure from these standards has a responsibility to report his or her knowledge promptly to a supervisor, a Compliance Officer, the Audit Committee, one of the other compliance resources described in Section 18 below.

12. Fair Dealing

Sorrento strives to outperform its competition fairly and honestly. Advantages over Sorrento’s competitors are to be obtained through superior performance of Sorrento’s products and services, not through unethical or illegal business practices. Acquiring proprietary information from others through improper means, possessing trade secret information that was improperly obtained, or inducing improper disclosure of confidential information from past or present employees of other companies is prohibited, even if motivated by an intention to advance Sorrento’s interests. If information is obtained by mistake that may constitute a trade secret or other confidential information of another business, or if you have any questions about the legality of proposed information gathering, you must consult your supervisor or a Compliance Officer, as further described in Section 18 below.

You are expected to deal fairly with Sorrento’s customers, suppliers, employees and anyone else with whom you have contact in the course of performing your job. Be aware that the Federal Trade Commission Act provides that “unfair methods of competition in commerce, and unfair or deceptive acts or practices in commerce, are declared unlawful.” It is a violation of the Federal Trade Commission Act to engage in deceptive, unfair or unethical practices, and to make misrepresentations in connection with sales activities.

Employees involved in procurement have a special responsibility to adhere to principles of fair competition in the purchase of products and services by selecting suppliers based exclusively on normal commercial considerations, such as quality, cost, availability, service and reputation, and not on the receipt of special favors.

13.   Gifts and Entertainment

Business gifts and entertainment are meant to create goodwill and sound working relationships and not to gain improper advantage with customers or facilitate approvals from government officials. The exchange, as a normal business courtesy, of meals or entertainment (such as tickets to a game or the theatre or a round of golf) is a common and acceptable practice

as long as it is not extravagant. Unless express permission is received from a supervisor, a Compliance Officer or the Audit Committee, gifts and entertainment cannot be offered, provided or accepted by any employee unless consistent with customary business practices and not excessive in value. This principle applies to Sorrento’s transactions everywhere in the world, even where the practice is widely considered “a way of doing business.” Employees should not accept gifts or entertainment that may reasonably be deemed to affect their judgment or actions in the performance of their duties. Sorrento’s customers, suppliers and the public at large should know that Sorrento’s employees’ judgment is not for sale.

Under some statutes, such as the U.S. Foreign Corrupt Practices Act (further described in Section 5 above), giving anything of value to a government official to obtain or retain business or favorable treatment is a criminal act subject to prosecution and conviction. Discuss with your supervisor or a Compliance Officer any proposed entertainment or gifts if you are uncertain about their appropriateness.

14.  Protection and Proper Use of Company Assets

All employees are expected to protect Sorrento’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on Sorrento’s financial condition and results of operations. Sorrento’s property, such as office supplies, computer equipment, laboratory supplies and office, manufacturing or laboratory space, is expected to be used only for legitimate business purposes, although incidental personal use may be permitted. You may not, however, use Sorrento’s corporate name, any brand name or trademark owned or associated with Sorrento or any letterhead stationery for any personal purpose.

You may not, while acting on behalf of Sorrento or while using its computing or communications equipment or facilities, either:

• access the internal computer system (also known as “hacking”) or other resource of another entity without express written authorization from the entity responsible for operating that resource; or
• commit any unlawful or illegal act, including harassment, libel, fraud, sending of unsolicited bulk email (also known as “spam”) in violation of applicable law, trafficking in contraband of any kind, or

If you receive authorization to access another entity’s internal computer system or other resource, you must make a permanent record of that authorization so that it may be retrieved for future reference, and you may not exceed the scope of that authorization.

Unsolicited bulk email is regulated by law in a number of jurisdictions. If you intend to send unsolicited bulk email to persons outside of Sorrento, either while acting on Sorrento’s behalf or using Sorrento’s computing or communications equipment or facilities, you should contact your supervisor or a Compliance Officer for approval.

All data residing on or transmitted through Sorrento’s computing and communications facilities, including email and word processing documents, is the property of Sorrento and subject to inspection, retention and review by Sorrento, with or without an employee’s or third party’s knowledge, consent or approval, in accordance with applicable law. Any misuse or suspected misuse of Sorrento’s assets must be immediately reported to your supervisor or a Compliance Officer.

15. Confidentiality

One of Sorrento’s most important assets is its confidential information. As an employee of Sorrento, you may learn of information about Sorrento that is confidential and proprietary. You also may learn of information before that information is released to the general public. Employees who have received or have access to confidential information should take care to keep this information confidential. Confidential information includes non-public information that might be of use to competitors or harmful to Sorrento or its customers if disclosed, such as business, marketing and service plans, financial information, product architecture, scientific data, engineering and manufacturing ideas, designs, databases, customer lists, pricing strategies, personnel data, personally identifiable information pertaining to Sorrento’s employees, customers or other individuals (including, for example, names, addresses, telephone numbers and social security numbers), and similar types of information provided to Sorrento by its customers, suppliers and partners. This information may be protected by patent, trademark, copyright and trade secret laws.

In addition, because Sorrento interacts with other companies and organizations, there may be times when you learn confidential information about other companies before that information has been made available to the public. You must treat this information in the same manner as you are required to treat Sorrento’s confidential and proprietary information. There may even be times when you must treat as confidential the fact that Sorrento has an interest in, or are involved with, another company.

You are expected to keep confidential and proprietary information confidential unless and until that information is released to the public through approved channels (usually through a press release, a filing with the SEC or a formal communication from a member of senior management, as further described in Section 16 below). Every employee has a duty to refrain from disclosing to any person confidential or proprietary information about Sorrento or any other company learned in the course of employment with Sorrento, until that information is disclosed to the public through approved channels. This policy requires you to refrain from discussing confidential or proprietary information with outsiders and even with other Sorrento employees, unless those fellow employees have a legitimate need to know the information in order to perform their job duties. Unauthorized use or distribution of this information could also be illegal and result in civil liability and/or criminal penalties.

You should also take care not to inadvertently disclose confidential information. Materials that contain confidential information, such as memos, notebooks, computer disks and laptop computers, should be stored securely. Unauthorized posting or discussion of any information concerning Sorrento’s business, information or prospects on the Internet is prohibited. You may not discuss Sorrento’s business, information or prospects in any “chat room,” regardless of whether you use your own name or a pseudonym. Be cautious when discussing sensitive information in public places like elevators, airports, restaurants and “quasi- public” areas within Sorrento, such as the reception area. All Sorrento emails, voicemails and other communications are presumed confidential and should not be forwarded or otherwise disseminated outside of Sorrento, except where required for legitimate business purposes.

In addition to the above responsibilities, if you are handling information protected by any privacy policy published by Sorrento, then you must handle that information in accordance with the applicable policy.

16. Media/Public Discussions

It is Sorrento’s policy to disclose material information concerning Sorrento to the public only through specific limited channels to avoid inappropriate publicity and to ensure that all those with an interest in the company will have equal access to information. All inquiries or calls from the press and financial analysts should be referred to the Chief Executive Officer. Sorrento has designated its Chief Executive Officer as the company’s official spokesperson for financial matters and for marketing, technical and other related information. Unless a specific exception has been made by the Chief Executive Officer, this designee is the only person who may communicate with the press on behalf of Sorrento. You also may not provide any information to the media about Sorrento off the record, for background, confidentially or secretly.

17. Waivers

Waivers of the Code may only be granted by Sorrento’s Chief Executive Officer; provided, however, that any waiver of the Code for executive officers (including, where required by applicable laws, Sorrento’s principal executive officer, principal financial officer, principal accounting officer or controller (or persons performing similar functions) or directors may be granted only by the Board of Directors or, to the extent permitted by the rules of the American Stock Exchange, the Audit Committee. Any such waiver of the Code for executive officers or directors, and the reasons for such waiver, will be disclosed as required by applicable laws, rules or securities market regulations.

18. Compliance Standards and Procedures

Compliance Resources

To facilitate compliance with this Code, Sorrento has implemented a program of Code awareness, training and review. Sorrento has established the position of Compliance Officer to oversee this program. The Compliance Officer is the person to whom you can address any questions or concerns. The Compliance Officer is:

George Ng
EVP and Chief Administrative Officer
Sorrento Therapeutics, Inc.
9380 Judicial Drive
San Diego, CA 92121 Phone: (858) 210-3700
Email: GNg@sorrentotherapeutics.com

In addition to fielding questions or concerns with respect to potential violations of this Code, the Compliance Officer is responsible for:

• investigating possible violations of the Code;
• training new employees in Code policies;
• conducting annual training sessions to refresh employees’ familiarity with the Code;
• distributing copies of the Code annually via e-mail to each employee with a reminder that each employee is responsible for reading, understanding and complying with the Code;
• updating the Code as needed and alerting employees to any updates, with appropriate approval of the Audit Committee, to reflect changes in the law, Sorrento’s operations and in recognized best practices, and to reflect Sorrento’s experience; and
• otherwise promoting an atmosphere of responsible and ethical

Your most immediate resource for any matter related to the Code is your supervisor. He or she may have the information you need, or may be able to refer the question to another appropriate source. There may, however, be times when you prefer not to go to your supervisor. In these instances, you should feel free to discuss your concern with a Compliance Officer. If you are uncomfortable speaking with a Compliance Officer because he or she works in your department or is one of your supervisors, please contact the Chief Executive Officer. Of course, if your concern involves potential misconduct by another person and relates to questionable accounting or auditing matters under the Open Door Policy, you may report that violation in accordance with the procedures set forth in such policy.

Clarifying Questions and Concerns; Reporting Possible Violations

If you encounter a situation or are considering a course of action and its appropriateness is unclear, discuss the matter promptly with your supervisor or a Compliance Officer; even the appearance of impropriety can be very damaging and should be avoided.

If you are aware of a suspected or actual violation of Code standards by others, you have a responsibility to report it. You are expected to promptly provide a compliance resource with a specific description of the violation that you believe has occurred, including any information you have about the persons involved and the time of the violation. Whether you choose to speak with your supervisor or to a Compliance Officer, you should do so without fear of any form of retaliation. Sorrento will take prompt disciplinary action against any employee who retaliates against you, up to and including termination of employment.

Supervisors must promptly report any complaints or observations of Code violations to a Compliance Officer. If you believe your supervisor has not taken appropriate action, you should contact a Compliance Officer directly. The Compliance Officer will investigate all reported possible Code violations promptly and with the highest degree of confidentiality that is possible under the specific circumstances. Neither you nor your supervisor may conduct any preliminary investigation, unless authorized to do so by a Compliance Officer. Your cooperation in the investigation will be expected. As needed, the Compliance Officer will consult with the Human Resources department and/or the Audit Committee. It is Sorrento’s policy to employ a fair process by which to determine violations of the Code.

With respect to any complaints or observations of Code violations that may involve accounting, internal accounting controls and auditing concerns, the Compliance Officer shall promptly inform the chair of the Audit Committee, and the Audit Committee or such other persons as the Audit Committee determines to be appropriate under the circumstances shall be responsible for supervising and overseeing the inquiry and any investigation that is undertaken.

If any investigation indicates that a violation of the Code has probably occurred, Sorrento will take such action as it believes to be appropriate under the circumstances. If Sorrento determines that an employee is responsible for a Code violation, he or she will be subject to disciplinary action up to, and including, termination of employment and, in appropriate cases, civil legal action or referral for regulatory or criminal prosecution. Appropriate action may also be taken to deter any future Code violations.

19. Dissemination and Amendment

This Code will be distributed to each new employee, officer and director of Sorrento upon commencement of his or her employment or other relationship with Sorrento and will also be distributed annually. Sorrento may amend this Code. Sorrento will disclose any amendments pertaining to executive officers or directors as required by law or securities market regulations. The most current version of this Code can be found on Sorrento’s website.

20. Defend Trade Secrets Act

Pursuant to 18 U.S.C. § 1833(b) states:

“An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.”

Accordingly, you understand that you have a right to disclose in confidence trade secrets to Federal, State, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law.  You have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.   Nothing in this Code is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b).

21. Certification

All officers and employees must certify, in writing or electronically, that they have received, read, understood, and shall abide by this Code. Please return the attached certification immediately.

SORRENTO THERAPEUTICS, INC. CODE OF BUSINESS CONDUCT AND ETHICS CERTIFICATION

As applicable to my work responsibilities:

1. I will deal honestly and ethically with Sorrento and on Sorrento’s behalf in all
2. I will avoid actual or apparent conflicts with Sorrento’s
3. I will advance Sorrento’s business interests when the opportunity to do so
4. I will comply with Sorrento’s standards, policies and procedures regarding gifts, meals and
5. I will ensure the accuracy and integrity of Sorrento’s books, records and
6. I will protect the confidential information of customers and others which I receive in the course of conducting Sorrento
7. I will ensure that, in all reports and documents filed with or submitted to the United States Securities and Exchange Commission by Sorrento and in other public communications made by Sorrento, Sorrento’s disclosures are full, fair, accurate, timely and
8. I will comply with all laws, rules and regulations applicable to my work responsibilities in every country in which Sorrento does
9. I will comply with all Sorrento standards, policies and
10. I will protect Sorrento’s assets, and promote their efficient and legitimate business
11. I will protect Sorrento’s confidential
12. I will protect the health and safety of Sorrento
13. I will use Sorrento’s electronic media for legitimate business

Pursuant to the Defend Trade Secrets Act of 2016, I acknowledge that I will not have criminal or civil liability to the Company under any Federal or State trade secret law for the disclosure of a trade secret that  (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.  In addition, if I file a lawsuit for retaliation by the Company for reporting a suspected violation of law, I may disclose the trade secret to my attorney and may use the trade secret in information in the court proceeding, if I (i) file any document containing the trade secret under seal and (ii) do not disclose the trade secret, except pursuant to court order.

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Contact Information for Reports of Possible Violations

Audit Chair: David Deming c/o Sorrento Therapeutics, Inc., 4955 Directors Place, San Diego, CA 92121

Third-Party Hotline: 1-877-RPT-LINE (1-877-778-5463). The user name that you should use is “STI” and the password is “Sorrento.”

***Complaints forwarded by mail should be marked as confidential.***