Nventa Biotechnologies Corporation
Board of Directors
Code of Ethics

This board of directors Code of Ethics was adopted by the Stressgen Biotechnologies Corporation Governance Committee on May 11, 2004. On June 1 2006, Stressgen Biotechnologies Corportation changed its name to Nventa Biopharmaceuticals Corporation.

Preamble

The principles and requirements that comprise this Code of Ethics (the “Code”) are based on the fiduciary duties imposed by applicable law on the Board of Directors of Stressgen Biotechnologies Corporation (“SBC”).  No code or policy can anticipate every situation that may arise. Accordingly, this Code is intended to serve as a set of guiding principles to promote honest and ethical conduct and to assist the directors in avoiding even the appearance of impropriety. Directors are encouraged to bring questions about this Code to the attention of the Governance Committee.  Directors who also serve as officers or employees of SBC or its affiliates must also comply with the SBC Code of Conduct. 

The Governance Committee will review and reassess the adequacy of the Code annually and make appropriate amendments, after which it will re-circulate the Code to the Board of Directors for re-approval. 

Standard of Care

Each member of the board of directors will follow the norms of professional and business ethics in all actions they undertake on behalf of SBC.  Directors will conduct the business affairs of SBC in good faith and with honesty, integrity, due diligence, and reasonable competence.  Directors will obey applicable federal, state, provincial and local laws and regulations.   Unless separate counsel has been engaged for a particular matter, directors should ask SBC’s General Counsel about any questions they have regarding legal requirements applicable to SBC.

Conflicts of Interest

A “conflict of interest” may exist when a director’s personal or professional interest affects his or her independence, is adverse or may appear to be adverse to the interests of SBC. Conflicts of interest may also arise when a director or a member of his or her immediate family, or an organization with which the director is affiliated (a) receives improper personal benefits as a result of the director’s position with SBC, (b) enters into a transaction with SBC or (c) competes with SBC.

Known and potential conflicts of interest should be disclosed to the entire Board of Directors in advance of a transaction or immediately upon discovery so that the Board of Directors can determine (i) whether it is necessary for the director to resign or (ii) whether it is sufficient for the affected member shall remove himself or herself from discussions and/or decisions on the matter. 

If a conflict of interest is found, the Board of Directors is responsible for ensuring the transaction is fair to SBC and on terms which are, in the aggregate, at least as beneficial to SBC as those terms which would be available from unaffiliated persons.  
As examples of conflicts of interests and their resolution required by this Code:

• Although directors will necessarily receive information from Board of Directors’ activities, the benefit of obtaining this information to the directors must be incidental to the benefit to SBC.   The information may not be used for personal or third-party gain or financial enrichment.
• Directors are prohibited from taking opportunities that are discovered through SBC for themselves, their family or organizations with which they are affiliated, without the prior consent of the Board of Directors.
• Directors and family members or organizations they control should not offer alternate employment to employees of SBC without the prior consent of the President and Chief Executive Officer of SBC and/or the Board of Directors.
• Directors and members of their immediate families may not accept gifts, loans, privileges or services (“Gifts”) from persons or entities if the acceptance of the Gifts could create the appearance that the Gifts are made in order to influence the director’s actions as a member of the Board.
• Directors shall disclose to the Board of Directors any directorship they may hold of any other public company or of any competitor or potential competitor of SBC.

Books and Records

Directors must support the accurate maintenance of financial records and the reporting of all assets, liabilities and transactions of SBC in accordance with SBC’s record keeping procedures and generally accepted accounting principles.  Any transactions or entries that are suspected to be inaccurate, false or irregular should be promptly reported to a member of the Audit Committee for immediate corrective action. 

When reviewing periodic reports that are to be provided to shareholders or filed with securities regulators, each director should affirmatively communicate with SBC’s officers and the Board of Directors as necessary to ensure that the reports contain full, fair, accurate, timely and complete disclosure of matters important for an understanding of SBC.

Insider Trading

Directors who have access to confidential information as a result of their service on the SBC Board of Directors are not permitted to use or share that information for securities trading purposes, to “tip” others who might make an investment decision on the basis of this information or for any purpose other than the conduct of SBC’s business. All non-public information about SBC and the parties with which it has contracts should be considered confidential information.  Directors are expected to follow policies SBC implements to facilitate compliance with applicable securities laws.

Using Corporate Property and Information

Directors may not use SBC assets, services or information for themselves, their family or organizations with which they are affiliated, unless pre-approved by the Governance Committee, or unless provided as part of compensation or an expense reimbursement authorized by the Compensation Committee.

Except as authorized by the board of directors, required by law or provided under the terms of a confidentiality agreement that was pre-approved by the General Counsel as appropriate to protect particular information, no board member shall share, copy, reproduce, transmit, divulge or otherwise disclose any confidential information related to the affairs of SBC or parties with which it has contracts.  No member of the board of directors may use any information provided by SBC other than in furtherance of his or her board duties. Each member of the board will uphold the strict confidentiality of all meetings and other deliberations and communications of the board of directors. 

To ensure that drafts are not confused with final documents and to avoid confusing handwritten notes and deliberations that did not describe the ultimate decision of the Board of Directors, board members will confidentially dispose of all draft documents, electronic files, reference materials, and other records entrusted to them for the purpose of fulfilling their responsibilities as board members, not including records marked “final” or “execution copy” or signed minutes or written consents.

Reporting Illegal or Unethical Behavior

Directors should promote ethical behavior.  Directors should foster an environment in which SBC directors and employees are encouraged to discuss potential illegal or unethical behavior and the best course of action when doubts arise. It is the policy of SBC to not permit retaliation for reports of misconduct made in good faith.

Waivers of the Code

Any waiver of this Code may be made only by the Board of Directors and will be publicly disclosed as required by law.

Violations of the Code

The Board of Directors shall determine appropriate actions to be taken in the event of violations of this Code. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to the Code.  The Board of Directors may disclose violations to appropriate authorities and pursue criminal or civil penalties against persons found to be in violation of applicable law.