Nventa Biotechnologies Corporation
Corporate Code of Ethics

Nventa’s reputation is in the hands of its employees.  Each of us must maintain the highest ethical and professional standards.  The Nventa Code of Ethics addresses several types of activities and relationships to alert you to situations that could result in illegal, unethical or improper actions.  All Nventa employees must be fully cognizant of our Code of Ethics and ensure that business activity on behalf of the company is conducted in accordance with this Code.  Compliance with this Code of Ethics is a significant factor in each employee performance evaluation.

Obeying applicable governmental laws, rules and regulations is the foundation for Nventa’s ethical standards.  Although it does not comprise our entire ethical responsibility, it is the minimum essential principle for our business activities.

A conflict of interest occurs when another person’s interest may interfere in any way with the performance of his or her duties in the best interests of Nventa.  Nventa respects an individual’s right to engage in activities outside his or her employment that are private in nature (social, community, political, or religious).  However, each employee is expected to protect company proprietary information and avoid the appearance of outside influence on his/her work-related decisions or activities.  Employees must avoid any associations or relationships that appear to conflict with the employee’s responsibility to make objective decisions in Nventa’s best interest.  No employee should benefit personally from any purchase of goods or services by the corporation or derive personal gain from direct or indirect actions taken as a representative of the corporation, except for wages and other compensation paid by the Company or gifts and business entertainment that are not substantial under the description below. 

In a commercial setting the purpose of business entertainment and gifts is to create goodwill and strengthen working relationships.  Exercise good judgment and act with moderation in offering and accepting meals, entertainment or gratuities.  You have crossed the line into unethical behavior when your gifts unduly influence recipients or make them feel obligated to pay Nventa back, or when your acceptance of gifts makes you feel influenced or obligated to reciprocate by engaging the company of the giver.  It is your responsibility to ensure that your acceptance of gifts is proper and could not be construed as an attempt to gain special advantage.  Nventa employees are not permitted to offer or accept kickbacks, bribes or gifts of substantial value.

Substantial gifts, favors and/or excessive business entertainment from customers or vendors are strictly prohibited.  Employees also must refrain from giving substantial gifts to vendors, customers or other organizations.  A gift, favor or entertainment is considered substantial or excessive if it might influence the business relationship between the donor and the recipient.  Generally, substantial gifts or favors are defined as having a value of $100.00 or more, taking into account the aggregate value of items received in one year.

Corporate Hospitality of Public Officials

Acts of hospitality toward public officials should be of such a scope and nature as to avoid compromising the integrity or harming the reputation of the public official or the company.  All such acts should be conducted with the expectation that they may become a matter of public knowledge.

Political Contributions

Nventa encourages employees to participate personally in the political process.  However, such activities are to be conducted on the employees’ own time and at their own expense.  Employees must not conduct such involvement in a way that implies endorsement by Nventa.  Corporate funds and services are not to be used to support political candidates, campaign committees or political parties.

Evaluating Potential Conflicts of Interest

Factors that may be considered in evaluating a potential conflict of interest are, among others:

• whether it may interfere with employee job performance, responsibilities or morale
• whether the employee has access to confidential information
• whether it may result in any potential adverse or beneficial impact on our business or relationships with customers, 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 and indirect) to the employee
• the extent to which it would result in financial or other benefit to one of our customers, suppliers or other service providers and
• the extent to which it would appear improper to an outside observer.

The following are examples of situations involving actual or potential conflicts of interests:

• Employment, consulting or service on the board of a competitor, customer or supplier or other service provider, either by you or by a member of your family.      

• Owning, directly or indirectly, a significant financial interest in any entity that does business, seeks to do business or competes with us.  In addition to the factors described above, persons evaluating ownership for conflicts of interest will consider the size and nature of the investment; the nature of the relationship between the other entity and Nventa; the employee’s access to confidential information and the employee’s ability to influence Nventa decisions. 

• Soliciting or accepting gifts, favors, loans or preferential treatment from any person or entity that does business or seeks to do business with us.  Soliciting contributions to any charity or for any political candidate from any person or entity that does business or seeks to do business with us.

• Taking advantage of corporate opportunities.  Even opportunities that are acquired privately by you may be questionable if they are related to our existing or proposed lines of business. 

• Using corporate assets, including our time, name, information, equipment or facilities, for personal use.

• Conducting our business transactions with your relative, significant other or a business in which you have a significant financial interest.  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 Nventa over a co-worker who is also a family member or significant other. 

• Loans to, or guarantees of obligations of, employees or their family members by Nventa, depending on the facts and circumstances. 

Any material transaction or relationship that reasonably could be expected to give rise to a conflict of interest must be brought to the attention of the President and Chief Executive Officer or the General Counsel.  If they cannot resolve the issue, they will bring it to the Governance Committee of the Board of Directors for resolution. 

Maintaining Accurate Books and Records

Accurate records and governmental submissions are essential to our business.  Inadequate documentation is grounds for dismissal. Any employee who becomes aware of any departure from these standards has a responsibility to report his or her knowledge promptly

Financial Records

Nventa’s books, records and accounts must be maintained fully, fairly, accurately, timely, with a reasonable level of detail and according to all applicable laws and regulations. All assets and liabilities of Nventa are to be accurately recorded using proper accounting procedures. No undisclosed or undocumented fund may be created for any purpose.  Information must not be concealed from Nventa’s independent auditors.  No employee may take or authorize any action that would cause our financial records or financial disclosure to fail to comply with generally accepted accounting principles, the rules and regulations of the U.S. Securities and Exchange Commission or other applicable laws, rules and regulations.

Expense Reports

Employees should ensure that business, entertainment, travel, hotel and meal expenses are documented, recorded accurately and made consistently with Company policies.  If you are not sure whether a potential expense is appropriate, check with your supervisor.  False or inflated expenses are grounds for dismissal.

Scientific Documentation

Scientific personnel must follow standard operating procedures provided to them regarding the maintenance of laboratory records.  In addition, no false or misleading entries shall be made in the scientific or regulatory records of the Company for any reason.  All information related to research and development, manufacturing, processing, packaging, storage and distribution of drug products must be truthful, accurate and complete.

An employee may be held accountable under the law for trading securities based on information which has not yet been publicly released, whether the trade is his or her own or made by people who have received non-public information from the employee.   In addition to posing legal and ethical issues, insider trading can adversely affect the reputation of the Company. Each employee receives Nventa’s Insider Trading Compliance Manual, which details the obligation of all Nventa employees not to use material, nonpublic information that they acquire during their employment with Nventa. Each employee is expected to sign an acknowledgment of receipt of the Insider Trading Compliance Manual.  Please refer to the most recent version of it before trading or recommending trades in Nventa securities.

Nventa has designated its President and Chief Executive Officer, Chief Financial Officer and its Investor Relations department as the sole speakers for Nventa.  No other employees are authorized to speak on behalf of Nventa with respect to corporate actions, policies or rumors relating to it.  Therefore, unless you have been expressly authorized to make a disclosure about the Company’s circumstances, if you receive any inquiry regarding the Company from a third party (whether a securities analyst, a member of the media, a shareholder or another person), you must immediately refer the inquiry to the President and Chief Executive Officer, Chief Financial Officer or Investor Relations department without further comment. 

Using Company Property  

Nventa provides to its employees with the use of computers, other electronic equipment, software and copyrighted materials to carry out and enhance its legitimate business interests.  It is expected that every employee who uses company computers, electronic equipment and licensed or copyrighted materials do so in a lawful and ethical manner.  Particular care and guidelines apply to the use of electronic communication and telecommunication systems to ensure and maintain the confidentiality of information about it and confidential information entrusted to it by others.  Please refer to the Internet, E-Mail and Other Electronic Communications Policy for additional information.     

Employees’ use of corporate assets must always be above criticism.  We cannot use or permit others to use company materials and equipment improperly or for personal purposes.  Upon termination of employment of any employee, all company assets and supplies in his or her possession, including credit cards, documents, notes, computers, computer disks and other repositories containing company information, must be returned to the Company.  Departing employees and their supervisors are responsible for ensuring that this is done.

Double-Checking and Reporting Behavior

If you are in doubt of whether behavior is ethical, ask the following questions:

• Are the actions legal?
• Is the conduct fair and honest?
• How would the behavior look to my supervisor, co-workers, customers, business partners and family?
• How would I feel if I read about the conduct in the newspaper?

Although we recognize that it is uncomfortable to discuss the actual or probable unethical behavior of a co-worker, if you learn of such behavior, it is your duty to ensure the highest level of management in your department is aware of it.  If a situation or action that seems to fall within technical compliance of the Code nonetheless makes you uneasy, promptly clarify your concerns: even the appearance of impropriety can be very damaging and is to be avoided. 

Your most immediate resource 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 the President and Chief Executive Officer and/or the General Counsel.  Whether you choose to speak with your manager, the President and Chief Executive Officer or the Compliance Officer, you should do so without fear of any form of retaliation.  We will take prompt disciplinary action against any employee who retaliates against you, up to and including termination of employment.  Within the constraints of legal requirements, Nventa will keep confidential the identities of employees who submit such reports. 

All violators of the Code may be subject to disciplinary action in our discretion, which may range from a warning to termination of employment to, in appropriate cases, civil action or referral for criminal prosecution. There is no set pattern that the corrective action may follow.  Certain conduct may result in immediate dismissal, without a “second chance.”