Antitrust Compliance Policy and Checklist

The following summary and checklist outlines several basic antitrust principles that the members, directors and staff of RISC-V International (RISC-V) should bear in mind in connection with RISC-V-sponsored meetings, activities and social gatherings. This Checklist is not intended as a complete list of antitrust guidelines. Additionally, we strongly encourage you to forward all specific questions relating to antitrust compliance not addressed in this document to the legal counsel who has responsibility for and expertise in considering the antitrust implications of your business activities.

Meetings and other activities of RISC-V necessarily involve participation by industry competitors and or customers and partners common to competitors and it is the express policy of RISC-V to require that all of its activities be conducted strictly in accordance with applicable antitrust laws. It is therefore extremely important that RISC-V members and any non-members that may be invited to participate in RISC-V activities be aware of and not participate in any activities that are prohibited under the antitrust or competition laws of any applicable jurisdiction. The following is a non-exclusive conduct checklist to assist in compliance with this Policy:

1. Always conduct relations with competitors as if they were in the public view and avoid even the appearance of impropriety.

2. Do not discuss (even in jest), exchange information regarding, or agree upon (even verbally, informally or impliedly) any of the following, with any actual or potential competitor, while at any RISC-V meeting, RISC-V social gathering, or otherwise:

• Individual company or industry pricing information or policies, including without limitation, actual or anticipated prices, price changes, price differentials, price formulas, mark-ups, discounts, warranties, allowances, credit terms, costs, sales, profits, margins, or the like.
• Individual company market shares for any product or for all products.
• Individual company bids or intentions to bid for particular products, procedures for responding to bid invitations or specific contractual arrangements.
• Individual company current or projected costs of product procurement, development or manufacture.
• Individual company product design, characteristics, production, capacity, supply or distribution.
• Individual company marketing plans, strategies and market division, including without limitation, plans regarding geographic territories, demographic groups, individual customers to be targeted or ignored, or planned introduction dates of particular products, technologies, or services.
• Changes in industry production, capacity or inventories.
• Decreasing or eliminating competition by any means, including without limitation, engaging in boycotts, “cornering” the market, excluding any person or entity from a given market or from competition, influencing the business conduct of other firms toward any third person or entity (including actual and potential suppliers, resellers or customers), or encouraging or forcing others to modify business relationship with third parties.
• Individual company human resource hiring roadmaps, plans or strategies.

Members equally should not engage in any of the above via common third parties (such as customers or partners) to an actual or potential competitor.

3. Consider providing your counsel with a copy of all meeting materials, including meeting agendas, a description of substantive comments that you plan to make (if available) and materials to be distributed and before meetings take place for review. If requested, provide such materials to RISC-V for review by its legal counsel.

4. If you are part of a meeting or discussion that appears to run afoul of these principles, point that fact out to those in attendance and ask that the topic be changed. If this does not happen, excuse yourself and immediately bring the situation to the attention of a RISC-V staff person.

5. If you are in charge of a RISC-V meeting, bring a copy of this checklist with you and, if necessary, distribute it to all those in attendance and ask that they review it.

6. Promptly prepare and distribute meeting minutes following each meeting so that counsel and the other members present at the meeting may provide comments and ensure that the minutes are accurate and complete. For Board meetings, and when in doubt at other meetings, provide minutes to legal counsel for review before they are distributed to others for comment.