Code of Ethics

CODE OF ETHICS AND BUSINESS CONDUCT
ConjuChem Biotechnologies Inc.

Introduction

At ConjuChem Biotechnologies Inc. ("CJB" or the "Company") we have always understood that our success is possible because of our values, which include integrity, accountability, trust, transparency and teamwork.

This Code of Ethics and Business Conduct (the "Code") requires that we exercise the highest degree of ethical conduct in all our dealings with, or on behalf of CJB. In today's environment, it is not always immediately apparent what the 'right thing to do' might be. The interests of CJB and those of fellow employees, customers, suppliers, families, communities and ourselves may seem to conflict at times. When we are faced with such complex situations, it can be difficult to decide just where the ethical path lies.

This Code contains guidelines intended to help you make the correct decisions. It also serves to help identify those times when you must seek guidance, or report a situation, and sets out the channels and procedures that we have established to help answer questions or address concerns.

Compliance to the Code is essential in preserving and enhancing both our professional reputation as well as our quality of life at work.

As it is not possible to list every conceivable act of misconduct, the following guidelines should not be considered exclusive or complete. All employees will be required to sign the enclosed declaration to attest that they have taken cognizance of the Code on a yearly basis. Ignorance of the provisions of the Code cannot be accepted as an excuse for their non-observance. All employees, consultants, contract personnel as well as suppliers, are all expected to adhere to the Code in their dealings with, and on behalf of, CJB.

Insider Trading

The text below represents the highlights, we refer you to the complete policy for more information. www.lautorite.qc.ca

Confidential information about the Company's affairs shall not be used by employees for their own gain, or for the gain of others, such as friends or relatives. Individuals who are in possession of any such confidential information which is not generally available to the community at large so-called 'insider' information are prohibited from disclosing it to any unauthorized person, or using it as a basis for trading in CJB's securities or in the securities of any corporation which the Company is contemplating acquiring.

Employees must also respect the confidential nature of any similar information concerning organizations with which CJB has business dealings as a supplier, customer or competitor.

The question as to whether information is privileged information is substantially a question of fact and not law. In the event of any doubt, insiders should seek guidance from the Company's Chief Financial Officer (the "CFO") or from its Director, Finance & Administration as to the impact that any particular information may have on the market price of the securities upon disclosure.

In the event of privileged information resulting in prohibited insider trading by the recipient, both the person disclosing the information and the person using it for prohibited trading purposes are considered parties to prohibited insider trading and thereby subject to civil and penal liabilities, in addition to corporate disciplinary measures.

Business Ethics

All employees shall maintain the highest ethical standards in the conduct of the Company's affairs. Employees are in a position of trust with respect to CJB and they are expected, in transactions with customers, suppliers, contractors and in all facets of their duties, to act in the best interests of CJB, to the exclusion of considerations of all personal preference or advantage.

All assets, liabilities and transactions shall be accurately recorded and reflected in the Company's regular books of account and records. Normal accounting and auditing procedures and controls are to be maintained. No false or artificial entry that obscures the purpose of the underlying transaction shall be made for any reason.

The use of funds or assets of the Company for any unlawful purpose, including illegal payments or to influence individuals through bribes, is prohibited. No transaction shall be effected and no payment shall be approved or made with the intention or undertaking that the transaction be other than as documented or that any part of such payment is to be used for a purpose other than that documented.

Fees, commissions or discounts paid to agents or consultants are to be in accordance with sound business practice and reasonably related in value to the services performed; shall be in writing; shall specify the services to be provided and the fee to be paid; and shall be properly approved.

No illicit or improper means shall be used to obtain information relating to competitive organizations or to potential acquisitions.

Corporate Disclosure Policy

Please note that a detailed policy exist and has been distributes to all employees. The text below represents the highlights, we refer you to the complete policy for more information.

It is the policy of CJB to communicate openly with the investment community and to provide timely and accurate disclosure of information in accordance with regulatory requirements. The CFO and the Chief Executive Officer (the "CEO") are designated as the primary company spokespersons. No other employee is entitled to talk with financial analysts, stockbrokers and financial reporters unless they are designated by the spokespersons to respond to specific inquiries.

Detailed disclosure guidelines are available to those employees having access to information which could affect the value of CJB shares, or alter the perception from the investment community or other stakeholders, or being asked for information with regard to CJB.

Any employee contacted by the media should respond by saying that: "It is our policy at CJB to let the CEO respond to inquiries".

All requests for information from the financial community, or any governmental authority, falling outside the employee's scope of ordinary duties must be immediately referred to the employee's immediate supervisor and reported to the CEO or to the CFO.

Conflict of interest

No employee should be subject, or even appear to be subject, to influences, interests, or relationships which conflict with the best interests of the Company. This means any activity which might compromise or appear to compromise the Company or the employee's credibility must be avoided. Employees must not only avoid conflicts of interests, but also must avoid placing themselves in a position which is likely to create a conflict of interest, or which could be perceived as such, and which might tarnish their reputation or that of CJB.

Examples of conflict of interest exist, but are not limited to, when the employee has, directly or indirectly, a personal interest which is in conflict with that of CJB, or where his or her independence of judgment is affected, or when his or her loyalty towards the Company is likely to be compromised by real or possible benefits that the employee or a third party might gain from the transaction.

The employee must also avoid any investment, action or omission, which may prejudice the impartiality of the decisions made on behalf of CJB. In the decision making process the employee must ensure that all conditions are favorable to exercise free judgment.

Any employee who believes he may be affected by a conflict of interest must immediately disclose all relevant details to his immediate supervisor, who will discuss with the division Vice-President and the Director, Finance & Administration.

Gifts and Favors

Any acceptance of benefits other than modest gifts and entertainment from a person or organization dealing or expecting to deal with CJB employees, must be free from any obligation in return, or from presenting a conflict of interest. Common sense and good judgment must be exercised to avoid any perception of impropriety or conflict of interest.

CJB expects that all employees will use prudence and discernment in their relations with all third parties, including, without limitation, suppliers, customers and government agencies, to ensure that their judgement remains independent and will not be influenced or impaired in any way by the acceptance or grant of whatever benefit, and that their behavior will not give this impression.

For the purpose of this policy, the term 'gift or favor' includes goods, entertainment, services, loans, pleasure or vacation trips or accommodations, the use of property and the like. Payment in cash or cash equivalent in any amount is prohibited.

No payment, gift or favor is to be made to any person in a position of trust, such as a government or corporate official, for any purpose, including to induce him to disregard his duty or to obtain favorable treatment in negotiations or the award of contracts or otherwise.

No gift or favor is to be made to suppliers or potential suppliers of goods or services, or to their employees or agents, or to any persons with whom the Company has contractual relations or intends to negotiate agreements.

Confidentiality & Loyalty

CJB considers the protection of confidential information and trade secrets of utmost importance. To that effect, each employee must sign a Confidential and Proprietary Information Agreement at time of hiring, and may periodically thereafter be required to enter into specific covenants based on his or her changing responsibilities within the Company. The contents of this agreement ensure that all employees will act responsibly and protect the interests of CJB.

In all communications or dealings with the Company, an employee must adhere to the truth and not mislead directly or indirectly. This rule includes not only the avoidance of actual false statements, but also is intended to rule out misleading information by omission. Dishonesty will not be tolerated.

Without limiting the generality of the above, an employee shall not falsify any reports or records or make false statements, or fail to report any damage or loss of Company equipment or property.

Throughout the employment period it is expected that an employee will devote all of his or her efforts to the affairs of CJB, and subsequent to leaving the company, an ex-employee will not encourage or solicit any employee of the company to leave CJB.

Corporate Assets

Everyone working for the Company has a duty to safeguard the company's assets against theft, loss or misuse. These assets belong to the Company's shareholders, and provide CJB employees with their means of livelihood. These assets include inventory, as well as money, information, equipment, supplies, facilities and materials.

Any act by an employee which involves theft, fraud, embezzlement, misappropriation, alteration, destruction, or misuse of CJB property for personal benefit or for wrongful conversion of any property belonging to the Company is expressly prohibited, regardless of whether or not the act results or could result in criminal proceeding. The use of the Company's assets or property for any unauthorized purpose will result in disciplinary measures being invoked, up to and including dismissal, and the employee may be subject to applicable civil and criminal liability. Any suspected fraud or theft by employees or third parties must be reported to senior management and the Director, Finance & Administration.

Reporting Malfeasance and Accounting or Auditing Irregularities or Concerns

The concept of malfeasance applies where there is a deliberate and concerted effort to falsify information, distort the truth or in some way present an inaccurate view of a fact, issue or concept. If the situation should arise that an employee is aware of malfeasance or accounting or auditing irregularities or concerns, and that reporting it to the normal chain of command (up to and including the CEO) is not an option, then it is suggested that the employee relay the alleged malfeasance to CJB's Audit Committee Chairman (as identified in the most recent proxy circular). The employee may elect to report such information in an anonymous manner.

Environment, Health and Safety

At CJB, our goal is to protect and promote the environment and the health and safety (EHS) of our employees and the community in which we operate. As part of the overall approach we must be familiar with all EHS policies, procedures and practices. Employees are expected to strictly adhere to all EHS regulations and practices. Safety equipment must be utilized correctly. Hazards must be identified and corrected swiftly and incidents must be reported to the proper authorities as required by CJB and local regulations.

An employee shall inform his/her immediate superior of any situation likely to pose a real or potential danger to the health and safety of employees, customers or any other person likely to have access to the premises of ConjuChem.

Any accident, even if minor, that occurs at work shall be reported immediately to the employee's immediate superior.

In addition, any laboratory employee who has reason to believe that she is pregnant shall advise her immediate superior for the purpose of ensuring that the products to which she may be exposed are not contraindicated by her condition."

Attendance and Absenteeism

Every employee must arrive at work in time to carry out his duties and respect the scheduled work hours. You are expected to notify your immediate supervisor at the earliest possible moment should an unforeseen event delay your arrival or prevent you altogether from working for any period of time.

Where a leave of absence has been granted, such leave must not be used for any other purposes other than that for which the leave was granted.

Compliance with Documentation

All financial transactions are to be properly recorded in the books of account and accounting procedures are to be supported by the necessary internal controls.

All forms and reports with regard to personnel records, such as background, employment history, credentials and qualifications for employment, government taxation forms and insurance sign-on forms must be accurate and truthfully completed. All documentation of sick days, vacation days or absences in general must be completed in a timely fashion and forwarded to Payroll or Human Resources.

If an employee intentionally provides false essential information, the Company may discipline the employee regardless of the time elapsed. It is also the employee's responsibility to update his/her personal data information with the Director, Finance & Administration as changes occur.

All accounting procedures, including those regarding the refund of incurred expenses, shall be strictly respected. Any false declaration willfully made on an expense account could lead to disciplinary measures up to and including termination.

Compliance with Instructions

An employee is expected to comply with all instructions from a higher authority, except when doing so would violate existing Company rules, or result in placing the employee or others in physical danger, or if the request is to do something illegal or unethical. In these situations, the employee will refuse to respond, and tell the person making the improper request why they are not complying, as it is against Company policy. He or she should then report it to his or her immediate supervisor, or to the Vice-President of his or her division and to the Director, Finance & Administration. Depending on the situation, it may need to be reported to the Company's CEO.

Information Technology Policy

Employees will respect guidelines with regard to the usage of computers and software regulations as well as network access directives as issued by CJB's Information Technology Manager. The intent is to protect CJB's property, ensure that employees' usage of the equipment and computer services is for the benefit of CJB's business and to ensure that employees focus on their responsibilities and ultimately respect what is acceptable usage.

CJB employees must exercise the same care, caution and etiquette in sending an e-mail message as they would in normal written business communications, keeping in mind the ease of re-transmitting a message by a recipient to other parties that may not be appropriate from CJB's position.

In relation to the internet, it is critical not to download data that is unprofessional or inappropriate for business use. All e-mail and internet usage may be the subject of monitoring without notice.

Workplace Atmosphere

CJB's employees are expected to contribute to an atmosphere which is pleasant and productive for everyone. It is everyone's duty to maintain a friendly, harmonious and professional atmosphere at all times.

CJB is guided by principles of non-discrimination, respect for human rights and individual freedoms. In many ways our workplace is our second home, where everyone is entitled to be treated with respect. Respect is central to a harmonious workplace, where the rights of employees are upheld, and where their dignity is affirmed, free of intimidation, discrimination or coercion of any kind.

Alcohol/Narcotics Policy

An employee may not be under the influence or suffering from the use of alcohol or narcotics during working hours, nor may he or she possess, use or sell narcotics or alcohol nor any controlled substances on the Company's property. Alcohol may be permitted at the Company's initiative at special events in moderation. All provincial legislation and regulations pertaining to the storage and consumption of alcohol on business premises must be observed.

Any employee with a substance abuse problem is encouraged to seek professional help. The Company will not proceed with disciplinary measures solely because an employee has disclosed he or she has a problem, unless there are other behaviors warranting attention; however, continued employment will depend on proper treatment.

Personal Appearance and Demeanor

Employees are expected to dress appropriately in accordance with their work responsibilities. For instance, when representing the Company at an official business function, it is expected that they wear an appropriate business attire and that they behave in a professional and business like manner.

In general, casual attire is acceptable within the norms of modesty, decency and cleanliness. The requirement to wear a lab coat does not negate the need for proper attire at all times, at all levels.

Discrimination/Harassment-Free Workplace

The Company promotes a work environment which recognizes that equal opportunity shall exist in all aspects of the employment relationship with its employees. This means that there will be no instances of discrimination or harassment with regard to ancestry, creed, citizenship, race, color, religious beliefs, gender, marital or veteran status, sexual orientation, age, national or ethnic origin, the presence of handicaps or disabilities, or record of offenses and membership in any lawful organization.

This policy of equal opportunity applies to all terms and conditions of employment, including, but not limited to, hiring, placement, discipline, promotion, termination, layoff, recall, transfer, leaves of absence, compensation and training.

In all cases Harassment and Discrimination involve conduct which tends to interfere with the climate of understanding and mutual respect for the dignity and worth of each person. Offensive conduct or comments that are known or are reasonably known to be unwelcome will not be tolerated. It is our intention to proceed with disciplinary measures, to their full extent if necessary, at any instance of harassment.

Sexual Harassment

Sexual harrassment is a form of employee misconduct which undermines the integrity of the employee relationship, undermining morale and interfering with the productivity of its victims and co-workers. At CJB, it is expressly forbidden for an employee to engage in any intimidating, insulting, coercive or harassing behavior that is sexual in nature. Examples of prohibited conduct include, but are not limited to:

  1. Any unwelcome advance or contact of a sexual nature.
  2. Sexually oriented comments about a person's body, appearance or behavior.
  3. Showing or displaying pornographic or sexually explicit objects or illustrations in the workplace or while representing the Company.
  4. Sexually offensive comments, jokes or innuendoes.
  5. Unnecessary physical contact.

In addition, CJB prohibits sexual advances, requests for sexual favors, and all other verbal or physical conduct of a sexual or otherwise offensive nature.

Psychological Harassment

Psychological harassment may be described as a humiliating or harassing behaviour characterized by words, acts or repetitive gestures that are hostile or unwanted, which affect the dignity or the psychological or physical health of an employee, which leads, for that person, to a demeaning or humiliating work environment. The offending behavior will not be tolerated within the Company, including between managers and their subordinates, between employees or visitors, or with customers.

In addition to the rules regarding sexual harassment, there are a variety of situations involving conduct which tends to interfere with the climate of understanding and mutual respect for the dignity and worth of each person. Offensive conduct or comments that are known to be unwelcome will not be tolerated and the following, while not exhaustive, are some examples:

  1. Verbal abuse or threats.
  2. Unwelcome remarks, jokes, innuendo or taunting of a person's body, race, color, attire, age, marital status, ethnic or religious origins.
  3. Practical jokes which cause awkwardness or embarrassment.
  4. Unwelcome invitations or requests.

Harassment Complaint Procedure

Each and every employee officers, managers, supervisors and employees are responsible for creating an atmosphere free of discrimination and harassment, whether of a sexual nature or otherwise. Further, each of us is responsible for respecting the rights of co-workers.

If you experience job-related harassment, or you believe you have been treated in an unlawful, discriminatory or harassing manner by a supervisor or a co-worker, CJB requests you do the following:

  1. Speak with the person who has offended you and identify the behavior which you find offensive and state your expectation clearly with regard to future behavior.
  2. If the unwanted behavior reoccurs, or is grave and serious when it first happens, immediately contact your immediate supervisor or his or her superior who will refer the matter to the Director, Finance & Administration who will immediately undertake an investigation of the facts. All persons involved in the complaint and the investigation will keep all information related to the complaint and the investigation confidential to the maximum extent possible. The information will only be shared on a need-to-know basis.
  3. During an investigation an employee may choose to be accompanied by someone he or she trusts.

Should an employee be deemed responsible of harassing another employee, or a member of the public, or clientele, appropriate action will be taken against the offending employee, up to and including termination of employment.

If you have witnessed harassing behavior in the workplace, it is your responsibility to report the incident to your immediate supervisor or to the Vice-President of your division. In addition, any immediate supervisor who becomes aware of harassing behavior must immediately report it to the Vice-President of his or her division, or if not feasible then to the Company's CEO, who will act to immediately end the harassing behavior.

Workplace Violence

CJB is concerned with the safety of its employees and provides the following guidelines to prevent violent acts, both physical and psychological in nature, in our workplace:

  1. Jesting, bantering, leering or other gestures, and teasing that are offensive to another employee or to a customer are prohibited.
  2. Behavior that can lead to violence includes threats of violence, verbal abuse, aggressive actions, offensive actions, and threatening and offensive words.
  3. Employees will not bring firearms or other weapons onto the Company's premises.
  4. If an employee, a customer or a visitor appears severely troubled or irrational, you must report your observation to your supervisor.

Employees must respect these guidelines. Anyone witnessing this type of behavior between co-workers, in or outside of the workplace, must immediately report it to his or her supervisor and the Vice-President of their division, or if not feasible then to the Company's CEO.

If, at any time, you are unsure about whether some action would be inconsistent with this Code or if you have any questions about this Code, you should ask your supervisor or a Human Resources Representative for clarification. Similarly, if there is any doubt as to how a specific ethical situation ought to be handled, the matter should be brought to the attention of your supervisor or a Human Resources Representative for clarification.

Employees who become aware of any behaviour in violation of this Code, other company policies or any law, rule or regulation applicable to the Corporation, must promptly report such violation to their supervisor. If you do not believe that reporting to your supervisor is appropriate or if it does not result in a response with which you are comfortable, then you should contact the Vice-President of your division.

Employees should not accept any direction by their supervisor that contradicts this Code, other company policies or any applicable law, rule or regulation and should immediately report any such direction to the Vice-President of their division.

Any reporting will be dealt with confidentially and the Company will not tolerate any kind of retaliation against any person who in good faith reports to the Company potential issues relating to violations of this Code, other company policies, or any applicable law, rule or regulation.

Policy Violation

Violation of this Code, other company policies or applicable rules or regulations may result in disciplinary measures, ranging from a simple warning or reprimand to the termination of employment.

Disciplinary measures may be taken against any employee for directly violating or directing others to violate this Code, other company policies or applicable law, rule or regulation. An employee will also be the subject of disciplinary actions if he or she fails to cooperate with an investigation of such violation, knowingly falsely accuses another employee of a violation or retaliates against a person who reports a violation or suspected or potential violation to this Code.

Disciplinary action will also apply to managers who, with respect to the employees reporting to them, know that prohibited conduct is contemplated by such employees and do nothing to prevent such conduct, or who know that prohibited conduct has been engaged in by such employees and fail to take appropriate corrective action. Managers may also be subject to disciplinary action for their failure to effectively monitor the actions of their subordinates.

In addition, violations of legal and regulatory requirements may carry their own civil and criminal penalties, including fines and imprisonment.

Being honest and respecting high standards of integrity and fairness are obligations that are no different than those of individual citizens in their dealings with their governments, their families, their friends and their neighbours.

The guidelines included in this Code serve only as a supplement to good judgement and common sense.

It is the Company's firm conviction that compliance with this Code is so important that all employees are required to sign the following declaration on a yearly basis. In the event that CJB modifies the Code, you may be required to execute a new declaration.

Certificate of Understanding

The employee hereby agrees to comply with all of the provisions of ConjuChem's Code of Ethics and Business Conduct, with the Confidential and Proprietary Information Agreement signed with ConjuChem when hiring and with all of the provisions of CJB Policy Network Systems Use and Access ("the Policies").

All employees having supervisory functions are responsible for the implementation and enforcement of these Policies by the employees under his or her supervision.

Employees will indicate their understanding and commitment to these Policies and will renew their acceptance by signing this Certificate of Understanding.

Any employee who is uncertain as to whether something is prohibited or required by these Policies is obligated to immediately seek advice from his immediate supervisor, or the Vice-President of his or her department.

Without restricting the generality of the foregoing, please note that certain policies and practices outlined herein may change from time to time. Employees will be informed of these changes as they occur and may be asked to sign a new certificate of understanding.


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