Indivior Pharmaceuticals, Inc. Insider Trading Policy

Purpose

Section 2 – Scope provides a layman’s explanation of this Policy and some general rules;

Section 3 – Covered Persons prohibits trading in certain circumstances and applies to all of the Company’s directors, officers, employees, independent contractors, any other persons who may have access to material nonpublic information about the Company, and any such person’s spouse, dependents, minor children, and other persons living in their household (collectively, “Covered Persons”); and

Section 4 – Restricted Persons imposes special additional trading restrictions on certain persons, including (i) all members of the Company’s Board of Directors, (ii) the executive officers of the Company; (iii) certain independent contractors and employees listed in Appendix A; and (iv) any such person’s spouse, dependents, minor children, and other persons living in their household (collectively, “Restricted Persons”).

Scope

Overview

General Rules

Don’t trade while in possession of material nonpublic information.

When in doubt about whether you have material nonpublic information, contact the Company Secretary or Chief Legal Officer to discuss.

If you are a director or officer of the Company, you must pre-clear all trades so we may ensure you do not violate federal law and you make all proper disclosures.

Don’t give “tips” or otherwise share nonpublic information with others.

Discussing private Company information with the public, including with the press or analysts, with customers or suppliers, or online (including social media) could create substantial liability for you and the Company.

Don’t engage in speculative transactions in the Company’s stock, including hedging or pledging Company stock.

Don’t allow your spouse, dependents, minor children, other persons living in your household, or financial advisors to violate this Policy.

Applicability

Covered Persons

General Policy: No Trading or Causing Trading While in Possession of Material Nonpublic Information

No Covered Person may purchase or sell, or offer to purchase or sell, any Company security, regardless of whether it is issued by the Company, while in possession of material nonpublic information about the Company. (The terms “material” and “nonpublic” are defined in Section 3.2.)

No Covered Person who knows of any material nonpublic information about the Company may communicate that information to (“tip”) any other person whatsoever, including family members and friends, or otherwise disclose such information without the Company’s authorization. This includes giving trading advice. For example, “I am not going to share information with you, but I would sell those shares if I were you…” is not compliant with this Policy.

No Covered Person may purchase or sell any security of any other company while in possession of material nonpublic information about that company that was obtained in the course of their involvement with the Company in breach of a duty of confidentiality to the Company or the other company. No Covered Person who knows of any such material nonpublic information may tip any other person, including family members and friends, or otherwise disclose such information without the Company’s authorization.

For compliance purposes, you should never trade, tip, or recommend securities (or otherwise cause the purchase or sale of securities) while in possession of information that you have any reason to believe is material and nonpublic unless you first consult with, and obtain the advance approval of, the Company Secretary or Chief Legal Officer.

Restricted Persons must “pre-clear” all trading in securities of the Company in accordance with the procedures set forth in Section 4.3.

This Policy does not apply to ongoing purchases of the Company’s securities in the Employee Stock Purchase Plan (“ESPP”) resulting from an employee’s periodic contribution of money to the ESPP pursuant to the election the employee made at the time of their enrollment in the ESPP. This Policy does apply, however, to an employee’s election to participate in the ESPP for any enrollment period and to any sales of the Company’s securities purchased pursuant to the ESPP.

Definitions

Material. Insider trading restrictions come into play only if the information you possess is “material.” Information is generally regarded as material if it has market significance, that is, if its public dissemination is likely to affect the market price of securities, or if it otherwise is information that a reasonable investor would want to know before making an investment decision. Material information need not be definitive information; information that something is likely to happen, or even just that it may happen, can be considered material.

financial results and projections (including the Company’s own expectations regarding its future financial results or how they differ from analysts’ expectations);

significant changes in the Company’s prospects;

significant write-downs in assets or increases in reserves;

liquidity problems;

changes in earnings estimates or unusual gains or losses in major operations;

proposed stock splits or stock dividends;

extraordinary borrowings;

award or loss of a significant contract;

changes in debt ratings;

changes in management

clinical trial results;

significant new products or discoveries;

pending FDA or other regulatory action;

developments regarding significant litigation or government agency investigations;

proposals, plans, negotiations, or agreements, even if preliminary in nature, involving mergers, acquisitions, divestitures, recapitalizations, strategic alliances, licensing arrangements, distribution agreements, joint ventures, or purchases or sales of substantial assets;

offerings of Company securities; and

changes in the status of any of the Company’s activities which may have a significant adverse or favorable impact.

Nonpublic. Insider trading prohibitions come into play only when you possess information that is material and “nonpublic.” The fact that information has been disclosed to a few members of the public does not make it public for insider trading purposes. To be “public,” the information must have been disseminated in a manner designed to reach investors generally (such as the filing of a report with the SEC, distribution of a press release through a widely disseminated news or wire service, or by other means that are reasonably designed to provide broad public access), and the market must be given an opportunity to absorb the information. Even after public disclosure of information about the Company, you must wait until after the close of business on the second full trading day after the information was publicly disclosed before you can treat the information as public.

information available to a select group of analysts, brokers, or institutional investors;

undisclosed facts that are the subject of rumors, even if the rumors are widely circulated; and

information that has been entrusted to the Company on a confidential basis until a public announcement of the information has been made and enough time has elapsed for the market to respond to a public announcement of the information (i.e. two full trading days).

Rule 10b5-1 Plans

To be properly established, a 10b5-1 Plan must:

satisfy the requirements of Rule 10b5-1;

have been reviewed and approved by the Company Secretary or Chief Legal Officer prior to entry into the 10b5-1 Plan (or, if revised or amended, such revisions or amendments have been reviewed and approved by the Company Secretary or Chief Legal Officer prior to entry into the 10b5-1 Plan);

have been entered into in good faith by the Covered Person at a time when the Covered Person was not in possession of material nonpublic information about the Company and was not in a Blackout Period; and

give a third party the discretionary authority to execute such purchases and sales, outside the control of the Covered Person, so long as such third party does not possess any material nonpublic information about the Company; or explicitly specifies the security or securities to be purchased or sold, the number of shares, the prices and/or dates of transactions, or other formula(s) describing such transactions.

In order to satisfy Rule 10b5-1, all 10b5-1 Plans are subject to a mandatory cooling off period prior to the date of the first planned sale or other transaction under such 10b5-1 Plan. All 10b5-1 Plans must also adhere to certain prescribed limitations on the number and nature of Plans that may be in effect at a given time (e.g., minimum number of trades requirement, term limitations) and such other 10b5-1 Plan parameters as the Company Secretary deems to be in the best interests of the Company.

If you are a Restricted Persons under Section 16(a) of the Exchange Act (see Appendix A), the Company will be required to disclose any adoption, modification, or termination of a 10b5-1 Plan by you and certain details relating to such 10b5-1 Plan in the Company’s periodic reports filed with the SEC. Any questions in respect of a 10b5-1 Plan, requests for approval of entry into, modification, or termination of a 10b5-1 Plan, or the required disclosure relating to such Plans, should be submitted to cosec@indivior.com.

Transactions effected pursuant to a pre-approved and executed 10b5-1 Plan will not be subject to the Company’s Blackout Periods or other pre-clearance procedures set forth in Sections 4.1 and 4.3.

Post-Termination Transactions

Violations of Insider Trading Laws

Inquiries

Restricted Persons

Blackout Periods

Quarterly Blackout Periods. Trading in the Company’s securities is prohibited beginning at the end of the 15^th day of the last month in each fiscal quarter and ending after the close of trading on the second full trading day following the Company’s public release of its quarterly or annual financial results or other financial information (the “Quarterly Blackout Period”). During these periods, Restricted Persons generally possess or are presumed to possess material nonpublic information about the Company’s financial results.

Other Blackout Periods. From time to time, other types of material nonpublic information regarding the Company (such as negotiation of mergers, acquisitions, or dispositions, or new product developments) may be pending and not be publicly disclosed. While such material nonpublic information is pending, the Company may impose Special Blackout Periods during which certain Restricted Persons are prohibited from trading in the Company’s securities. If the Company imposes a Special Blackout Period, it will notify the Restricted Persons affected.

Trading Window

Pre-clearance of Securities Transactions

Because Restricted Persons are likely to obtain material nonpublic information on a regular basis, the Company requires all such persons to refrain from trading, even during a Trading Window, without first pre-clearing all transactions in the Company’s securities.

Subject to the exemption in Section 4.3.4, no Restricted Person may, directly or indirectly, purchase or sell (or otherwise make any transfer, gift, pledge, or loan of) any Company security at any time without first obtaining prior written approval from the Company Secretary. These procedures also apply to transactions by such person’s spouse, dependents, minor children, and other persons living in such person’s household, and to transactions by entities over which such person exercises control.

The Company Secretary shall record the date each request is received and the date and time each request is approved or disapproved. Unless revoked, a grant of permission will normally remain valid until the close of trading two business days following the day on which it was granted. If the transaction does not occur during the two-day period, pre-clearance of the transaction must be re-requested.

Pre-clearance is not required for purchases and sales of securities under an approved 10b5-1 Plan. With respect to any purchase or sale under an approved 10b5-1 Plan, the third-party effecting transactions on behalf of the Covered Person should be instructed to send duplicate confirmations of all such transactions to the Company Secretary.

Prohibited Transactions

Short-term trading. Restricted Persons who purchase Company securities may not sell any Company securities of the same class for at least six months after the purchase;

Short sales. Restricted Persons may not sell the Company’s securities short;

Options trading. Restricted Persons may not buy or sell puts or calls or other derivative securities on the Company’s securities;

Trading on margin. Restricted Persons may not hold Company securities in a margin account;

Hedging. Restricted Persons may not enter into hedging or monetization transactions or similar arrangements with respect to Company securities; and

Pledging. Restricted Persons may not pledge Company securities as collateral for a loan.

Appendices

Appendix A – Restricted Persons

All members of the Board of Directors

Chief Executive Officer

Chief Financial Officer

Chief Accounting Officer

Executive Officers designated as such under Section 16(a) of the Exchange Act

All members of the Executive Committee

All members of the management SEC Disclosure Committee

Employees and independent contractors who have been identified as having regular access to material nonpublic information, including but not limited to:

Certain Finance and Accounting team members;

Certain Manufacturing and Supply team members;

Certain Research and Development team members;

Certain Legal and Governance team members; and

Certain Sales and Commercial team members.

Administrative Assistants to Restricted Persons, to the extent they have access to material nonpublic information

Appendix B – Pre-Clearance Requests

Your first and last name;

Your contact details (email address and telephone number);

Description of the Company’s securities (e.g. shares, options, etc.);

Number of the Company’s securities (if an actual number is not known, provide a maximum amount (e.g. “up to 100 shares” or “up to $1,000 of shares”));

Nature of the transaction (e.g. purchase, sale, option exercise, entry into or amendment or cancellation of a trading plan, etc.); and

Any other relevant details (if your pre-approval request relates to entry into or amendment or cancellation of a trading plan, provide full details of the plan or attach a copy of its terms).

the information included in your request is accurate and complete;

you are not in possession of material nonpublic information relating to the Company or the Company’s securities;

if your pre-approval request is granted, you will complete your transaction as soon as possible and in any event within two business days, or re-seek pre-clearance; and

if you become aware that you are in possession of material nonpublic information before transacting, you will inform the Company Secretary and refrain from completing the transaction.

Revision History

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