EXHIBIT 14.1





















Tekelec Code of Business Conduct for Employees, 
                  Officers and Directors



















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CODE OF BUSINESS CONDUCT
                  FOR EMPLOYEES, OFFICERS AND DIRECTORS

|1. Introduction                                                                 |  | 4 
|------------------------------------------------------------------------------- |  | --
|                                                                                |  |   
|2. Administration                                                               |  | 4 
|2.1 Reporting Suspected Violations                                              |  | 4 
|2.2 Investigations of Suspected Violations                                      |  | 5 
|2.3 Consequences of Non-Compliance                                              |  | 5 
|2.4 Waivers and Amendments                                                      |  | 6 
|2.5 Certifications                                                              |  | 6 
|                                                                                |  |   
|3. Legal and Ethical Standards                                                  |  | 6 
|3.1 General                                                                     |  | 6 
|3.2 Conflicts of Interest                                                       |  | 6 
|a. Personal Conflicts of Interest                                               |  | 7 
|b. Activities Outside Tekelec                                                   |  | 7 
|c. Political and Religious Activities                                           |  | 7 
|d. Contributions of Corporate Assets                                            |  | 8 
|3.3 Receiving Gifts and Entertainment                                           |  | 8 
|a. Gifts and Entertainment Defined                                              |  | 8 
|b. Receiving Gifts                                                              |  | 8 
|c. Receiving Entertainment                                                      |  | 8 
|3.4 Insider Trading and Financial Interests                                     |  | 9 
|a. Investments in Companies with Which You Conduct Business on Tekelec's Behalf |  | 9 
|b. Significant Financial Interests in Companies                                 |  | 9 
|c. Transactions in Securities                                                   |  | 10
|d. Loans                                                                        |  | 10
|3.5 Corporate Opportunities                                                     |  | 10
|3.6 Confidentiality                                                             |  | 10
|3.7 Protection and Proper Use of Company Assets                                 |  | 11
|3.8 Fair Dealing                                                                |  | 11
|3.9 Discrimination and Harassment                                               |  | 11
|3.10 Health and Safety                                                          |  | 11
|3.11 Record-Keeping and Disclosures                                             |  | 12
|a. Create Accurate Records                                                      |  | 12
|b. Promote Transparent and Complete Disclosure                                  |  | 12
|c. Retaining Company Records                                                    |  | 13
|3.12 International Relationships                                                |  | 13
|a. Locating Offices or Receiving Services Outside of the United States          |  | 13
|b. Import/Export Control                                                        |  | 13
|c. Payments in Foreign Countries or to Foreign Officials                        |  | 14
|d. Facilitating Payments                                                        |  | 15
|e. Payments to Contractors                                                      |  | 15
|f. Record Keeping Requirements                                                  |  | 15
|g. Economic Sanctions and Embargoes                                             |  | 15

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|h. Illegal Boycotts             |  | 16
|------------------------------- |  | --
|3.13 Antitrust and Trade Laws   |  | 16
|3.14 Anti-Money Laundering Laws |  | 17
|3.15 Electronic Media Usage     |  | 17













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1. Introduction

Tekelec and its subsidiaries and other controlled affiliates (the "Company" or "Tekelec") strive to apply high ethical and
legal principles, in strict compliance with the law, in every aspect of their business conduct.  This Code of Business Conduct (the
"Code") applies to the Company's employees, officers and directors.  In addition, although the principles listed in this Code are
specifically directed at the Company's employees, officers and directors, the Company's agents, sales representatives, consultants, resellers and
distributors should also abide by these principles when acting on the Company's behalf.  Thus, the purpose of this Code is to memorialize the
Company's ethical and legal principles and ensure their consistent and effective application across the full range of the Company's business.

This Code does not cover every issue that may arise, but it sets out basic principles that you must comply with and which will guide you in the
course of performing your duties and responsibilities to the Company.  This Code is designed to deter illegal or unethical acts and promote the
following:

- honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional
relationships;
- full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities
and Exchange Commission and in other public communications made by the Company;
- compliance with applicable governmental laws, rules and regulations;
- prompt internal reporting to an appropriate person or persons identified herein of violations of this Code; and
- accountability for adherence to this Code.

2. Administration

2.1	Reporting Suspected Violations

If (a) you believe that you or someone else has violated or potentially may have violated the Code, other Company policies, or the law,
or (b) you are unsure whether conduct you or someone else is considering engaging in may violate the Code, other Company policies, or the law,
you must report the matter to at least one of the following, herein referred to as "Escalation Parties":

- your Human Resources manager;
- the Company's toll-free Ethics Hotline (the "Hotline"), posted in Company locations worldwide and on the Company's
Intranet;
- the Legal Department;
- the Internal Audit Department;
- any higher authority in your chain of command (except where the potential violation involves such higher authority); or
- the Chairman of the Audit Committee of the Board of Directors.

The Company will not retaliate against anyone who in good faith reports a violation or suspected violation of the Code, other Company policy
or the law, nor will we tolerate any harassment or intimidation of anyone who reports a suspected violation.  On the contrary, the

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Company welcomes, appreciates and requires efforts on the part of its employees to communicate possible wrongdoing.  In addition, we are subject to
certain "whistleblower" and anti-retaliation laws, including provisions of law relating to workplace safety, the environment, securities
fraud and fraud against shareholders, that are designed to protect employees from discrimination or harassment for lawful acts done by an
employee to provide information to us or certain governmental authorities in investigations with respect to certain matters.

It is helpful to the Company for you to identify yourself when reporting violations or suspected violations, because this will better enable the
Company to investigate the suspected wrongdoing.  However, the Company recognizes that in some cases you may wish to remain anonymous
and the Company encourages even anonymous good faith reports of violations.  If you make an anonymous report, the Company asks that you
provide as much detail as possible regarding the allegedly wrongful conduct, the individuals involved and the basis for the allegations.

Tekelec is committed to providing accessible, timely and specific guidance to employees, officers, and directors who have questions
regarding the Code, other Company policies or the law, or who seek guidance concerning legal or ethical issues.  If you have a question, you are
encouraged to consult any higher authority in your chain of command or members of the Legal Department.

2.2	Investigations of Suspected Violations

Reported potential violations of the Code, other Company policies, or the law will be investigated promptly, as appropriate.  Employees
are expected to cooperate in all Company investigations.  Generally, employees are not authorized or permitted to conduct any investigations on
their own.  Investigations are generally conducted by Human Resources, Internal Audit and/or the Legal Department and/or such external
persons as are designated by our Board of Directors or committees thereof.

The Company will cooperate to the fullest extent reasonable and practical with appropriate federal, state and local authorities investigating an
offense.  You are expected to do the same.  It is a violation of this Code and applicable law to conceal an offense or to alter or destroy evidence.

2.3	Consequences of Non-Compliance

All Tekelec employees, officers and directors are expected to follow both the letter and the spirit of the Code, other Company policies
and the law.  Employees who fail to do so are subject to disciplinary action up to and including termination of employment.  Failure to comply with
the Code, other Company policies, and/or the law may have severe consequences both for the individuals involved and for the Company.  If you
violate the Code, other Company policies and/or the law, you may subject yourself to the risk of prosecution, imprisonment and fines, and you
may be required to reimburse the Company for losses or damages that result from such violations.  The Company may also be subject to
prosecution for these violations.

The Company will follow whatever procedures and take whatever disciplinary action it deems necessary or appropriate under the particular
circumstances.

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2.4	Waivers and Amendments

Any waiver of or amendment to the Code for executive officers or directors must be approved by the Company's Board of Directors, and
any waiver shall be limited and qualified so as to protect the Company to the greatest extent possible.  Any waivers of the Code for certain
executive officers, as well as certain amendments of the Code, along with the reasons for the waiver or amendment, will be disclosed by the
Company in accordance with applicable law.  It is your responsibility to be familiar with the Code as it may be revised from time to time.

2.5	Certifications

All employees, officers and directors must sign a certificate confirming that they have read and understand this Code.  All officers,
directors and sales, purchasing and other employees may periodically be required to sign a letter confirming their compliance with this Code and
disclosing any potential conflicts of interest.  However, failure to read the Code or sign a confirmation does not excuse you from complying with
this Code.

3. Legal and Ethical Standards

3.1	General

Tekelec conducts business in countries around the world.  As a result, our operations are subject to the laws of many countries,
provinces, states, municipalities and organizations (such as the European Union).  Regardless of where you work, it is important that you comply
with both the laws and governmental rules and regulations of the country where you work and applicable U.S. laws, rules and regulations,
particularly as a result of Tekelec's status as a publicly traded company in the U.S.  The laws of the United States frequently extend to Tekelec's
operations throughout the world as well as to the business activities of Company employees wherever they live and work.  Other countries may
also apply their own laws outside of national boundaries.  In some instances, there may be a conflict between the applicable laws of two or more
countries.  If you encounter such a conflict, it is especially important to consult with the Legal Department to understand how to resolve the
conflict properly.

The following sections summarize certain laws and ethical principles that are of particular importance to the Company.  In addition,
you should read and understand the detailed policies, maintained on the Company's Intranet site, that supplement this Code.  Such additional
policies will not necessarily be expressly referenced in this Code, but you must adhere to such policies nonetheless.  If you do not have web
access, you may obtain printed copies of these policies from your manager, the Legal Department or a Human Resources manager.

The Company recognizes that the Code and other Company policies cannot possibly anticipate all potential scenarios and problems that you
may encounter.  The Company must rely upon each of you to act with integrity, to use your best judgment, to seek guidance when necessary and
to handle situations ethically and responsibly.

3.2	Conflicts of Interest

Tekelec's reputation and business depend heavily on the actions and integrity of its employees.  A conflict of interest occurs when an
individual's private interest interferes, or

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appears to interfere, with the Company's interests.  You should avoid any relationship or activity that
might impair, or even appear to impair, your ability to make objective and fair decisions when performing your job.  You owe a duty to Tekelec to
advance its legitimate interests when the opportunity to do so arises.  You must never use Tekelec property or information for personal gain, or
take personal advantage of any opportunity that arises in the course of your work for Tekelec.

You must make sound, impartial and objective decisions on behalf of the Company.  To ensure that your actions are in the best interests of
the Company, you should disclose any potential or actual conflict of interest to an Escalation Party and in accordance with the requirements of
any periodic certification.

1. Personal Conflicts of Interest
2. Activities Outside Tekelec
3. Political and Religious Activities

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1. Contributions of Corporate Assets

3.3	Receiving Gifts and Entertainment

Although the exchange of gifts and entertainment can promote successful working relationships and good will, you must follow all
applicable laws and specific Company rules and procedures for such exchanges.  Failure to follow these provisions could harm the Company's
reputation or result in fines or criminal penalties.

1. Gifts and Entertainment Defined
2. Receiving Gifts
3. Receiving Entertainment

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3.4	Insider Trading and Financial Interests

As an employee, you may become aware of material "inside information" - that is, information that is not publicly available
and that could reasonably lead an ordinary investor to buy or sell Tekelec's or another company's securities.  You must never use material inside
information (even if you acquired it as a "tip" from others) to trade, or advise or assist another person in trading in, Tekelec's or any
other company's stock or securities.  This also prohibits you from trading in derivatives of these securities, such as call or put options.  Insider
trading is a serious violation of the law and can result in severe civil or criminal penalties, including imprisonment.

There are extensive and complex rules relating to insider trading.  If you or any family or household member, or person with whom you have
a close personal relationship, have any inside information about Tekelec or another company that you have learned about through your position
at Tekelec (regardless of whether you think the information is material), you should check with the Legal Department prior to trading in the
securities or stock of Tekelec or that company.  The Company maintains and you are subject to a separate, detailed policy regarding insider
trading.

1. Investments in Companies with Which You Conduct Business on Tekelec's Behalf
2. Significant Financial Interests in Companies

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1. Certain Other Transactions in Securities
2. Loans

3.5	Corporate Opportunities

You cannot personally take for yourself business opportunities discovered using Company property, information or influence.  You
cannot use Company property, information or influence for personal gain, or compete with the Company directly or indirectly.  You must advance
the Company's legitimate interests when the opportunity to do so arises.

3.6	Confidentiality

You must maintain the confidentiality of all non-public Tekelec information or such information entrusted to you by the Company's
customers and suppliers (together "confidential information"), except when disclosure is authorized by an executive officer of the
Company or required by applicable laws or regulations.  Such confidential information includes, without limitation, all information that, if disclosed,
might be of use to competitors of the Company or harmful to the Company or its customers or suppliers.  For example, confidential information
includes customer lists, financial documents, pricing, manufacturer and vendor information, corporate development materials, laboratory data, the
cost of goods, personnel files, manuals and procedures, software programs and subroutines, source and object code, trade secrets, copyrights,
ideas, techniques, know-how, inventions (whether patentable or not), and any other information of any type relating to designs, product
specifications, configurations, toolings, schematics, master works, algorithms, flowchart, circuits, works of authorship, formulae, mechanisms,
research, manufacture, assembly, installation, marketing, pricing, customers, salaries and terms of compensation of Company employees,
computer software, design documents, videos, internal reports and memoranda, and cost or other financial data concerning any of the foregoing
or the Company and its operations generally.  Information that the Company has made public, such as information presented in press releases,
advertisements or documents filed with governmental regulatory authorities, is not confidential information.  The obligation to preserve
confidential information extends beyond the term of employment with, or service to, the Company.

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You must safeguard non-public Company information by following Company policies and procedures and contractual agreements for
identifying, using, retaining, protecting and disclosing this information.  Even with respect to employees of the Company, you may only disclose
non-public Company information to those who have demonstrated a legitimate, business-related need for the information.

You may never disclose non-public Company information on Internet forums (including "blogs", chat rooms or electronic message
boards), to selected shareholders or to financial analysts.  When outside parties request non-public Company information, you must refrain from
disclosure, inform your supervisor and follow Company policies regarding confidentiality agreements or refer the requesting party to the Legal
Department.

If you receive a subpoena or court order that requires the disclosure of non-public information, you must promptly inform and coordinate your
response with the Legal Department.

3.7	Protection and Proper Use of Company Assets

You must endeavor to protect the Company's assets and property and ensure their efficient use.  Theft, carelessness and waste have a
direct impact on the Company's profitability.  You must report any suspected incident of fraud or theft immediately for investigation.  Executive
officers or members of the Board must report such suspected fraud or theft to the Board or a committee of the Board.  Company funds-which
include anything that has or represents financial value-must be handled responsibly, honestly and in accordance with applicable Company
policies.  All assets and property of the Company must be used for legitimate business purposes only, in accordance with Company policies.

3.8	Fair Dealing

The Company seeks to outperform its competition fairly and honestly through superior performance and not through unethical or illegal
business practices.  You must endeavor to deal fairly with your colleagues and customers, suppliers and competitors of the Company.  You
cannot steal confidential information, possess or use trade secret information obtained without the owner's consent or induce such disclosures by
past or present employees of other companies.  You may not take unfair advantage of anyone through manipulation, concealment, abuse of
confidential information, misrepresentation of material facts or any other unfair-dealing practice.

3.9	Discrimination and Harassment

We value the diversity of our employees and are committed to providing equal opportunity in all aspects of employment.  The Company
requires strict adherence to its policies and applicable laws regarding equal employment opportunities and discrimination in the workplace.  The
Company will not tolerate any unlawful discrimination or harassment of any kind.

3.10	Health and Safety

The Company strives to provide each employee with a safe and healthful work environment.  Each employee is responsible for
maintaining a safe and healthy workplace for

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their colleagues by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.

The Company will not tolerate violence or threatening behavior in the workplace.  You are required to report to work in condition to perform
your duties, including without limitation being free from the influence of illegal drugs or alcohol.  The Company will not tolerate the use or
possession of illegal drugs in the workplace, at Company events or on any Company property.

3.11	Record-Keeping and Disclosures

1. Create Accurate Records
2. Promote Transparent and Complete Disclosure

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1. Retaining Company Records

3.12	International Relationships

We must abide by the laws, rules and regulations of countries where we do business.  We are committed to following not only U.S. laws
that deal with foreign business transactions (such as the Foreign Corrupt Practices Act), but also with the laws of the host countries in which we
operate.

Because cultural differences and local customs or laws may raise issues, prior to engaging in any international business, you should review
this section and discuss these issues with your supervisor and the Legal Department.

1. Locating Offices or Receiving Services Outside of the United States
2. Import/Export Control

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1. Payments in Foreign Countries or to Foreign Officials

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1. Facilitating Payments
2. Payments to Contractors
3. Record-Keeping Requirements
4. Economic Sanctions and Embargoes

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1. Illegal Boycotts

3.13	Antitrust and Trade Laws

Antitrust and trade laws are intended to preserve and promote fair and open competition.  Tekelec is committed to strict compliance with
the spirit and intent of all antitrust and trade practice laws.  These laws generally forbid (i) agreements among competitors that fix prices or terms
of competition or otherwise unreasonably restrict competition, and (ii) exclusionary conduct by a firm with monopoly power or a dangerous
probability of obtaining market power.  The purpose of the antitrust laws is to encourage vigorous competition on the merits.

Under the antitrust laws, unlawful agreements need not take the form of a written contract or consist of express commitments or mutual
assurances.  Courts can and do infer agreements based on circumstantial evidence such as the exchange of current or future price information or
competitive strategies.

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Any communication with a competitor's representative, no matter how innocent it may seem at the time, may later be subject to antitrust
scrutiny.  You must conduct all relations with competitors and other third parties, including social activities, as if they were completely in the public
view, as those relations may later be subject to probing examination and unfavorable interpretation.  Trade association meetings, for example,
serve a perfectly legitimate and worthwhile purpose.  However, these meetings also can provide an opportunity for improper discussions.
Informal gatherings outside official trade association meetings are particularly risky from an antitrust perspective.  Employees attending social
functions with competitor representatives should limit their conversation to "small talk" and avoid topics that could be construed as collusion by
competitors.

With regard to international activities, you should be aware that United States antitrust laws apply to conduct that occurs outside the United
States if that conduct has a direct, substantial and reasonably foreseeable effect on commerce within the United States.  Moreover, the European
Union and many foreign countries both within and outside the European Union enforce competition laws as well.  Although foreign competition
laws are generally similar to United States antitrust laws, they can be more restrictive.  Accordingly, if you transact Company business in foreign
countries, you must comply with the laws of the relevant countries in addition to United States antitrust laws where applicable.  Similarly, the
antitrust laws of the United States apply to all foreign entities doing business in the United States.

The above description does not exhaust the reach of antitrust and unfair competition laws.  Please contact the Legal Department if you have
any questions concerning the application of such laws to any current, proposed or contemplated business transaction or practice of the
Company, or their application to anyone with whom the Company does business.

3.14	Anti-Money Laundering Laws

We will comply with all applicable anti-money laundering laws, rules and regulations.  The U.S. anti-money laundering laws prohibit the
Company from engaging in a financial transaction if we know that the funds involved were derived from illegal activities.  If you believe a party to
a business transaction is engaged in an illegal activity or using proceeds derived from an illegal activity, please contact the Legal Department
prior to entering into the transaction.

3.15	Electronic Media Usage

We provide access to and use of electronic mail, voicemail, the Internet, our Intranet, and other electronic media for business proposes.
Incidental and immaterial use of electronic media that does not interfere with the Company's business or your performance is acceptable.
However, you may not use this electronic media for purposes that violate applicable laws, rules or regulations or the Company's standards,
policies or procedures.  This includes transmission of threatening, obscene or harassing material.  When sending information electronically, such
as by email or instant messaging, employees should always use appropriate business-like language and tone.  In addition, you should not post
your opinion with regard to Company business or the Company's securities in chat rooms, bulletin boards, newsgroups, etc.

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Your electronic messages (including voicemails) and computer information are considered Company property and you should not have any
expectation of privacy with respect to them.  Except as otherwise provided by law, the Company may monitor or access your use of its electronic
media at any time in accordance with applicable law.











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