**IMCOR** **PHARMACEUTICAL
CO.**
  **CODE
OF ETHICS FOR PRINCIPAL EXECUTIVE**
 **AND
SENIOR FINANCIAL OFFICERS**
 (Effective as of December 31,
2004)
  I.
    Introduction
      and Purpose
  This Code
of Ethics for Principal Executive and Senior Financial Officers (the “Code”)
helps maintain IMCOR Pharmaceutical Co.’s (the “Company”) standards of business
conduct and ensures compliance with legal requirements, specifically, but not
limited to, Section 406 of the Sarbanes-Oxley Act of 2002 and SEC rules
promulgated thereunder.
  In
addition to securing compliance with legal requirements, the purpose of the Code
is to deter wrongdoing and promote ethical conduct, and full, fair, accurate,
timely, and understandable disclosure of financial information in the periodic
reports of the Company. The matters covered in this Code are of the utmost
importance to the Company, our stockholders and our business partners, and are
essential to our ability to conduct our business in accordance with our stated
values. This Code supplements the requirements of the Code of Ethics applicable
to all employees.
  Financial
executives hold an important and elevated role in corporate governance and are
uniquely capable and empowered to ensure that stockholders’ interests are
appropriately balanced, protected and preserved. Accordingly, this Code provides
principles to which financial executives are expected to adhere and advocate.
This Code embodies rules regarding individual and peer responsibilities, as well
as responsibilities to the company, the public and others.
  II.
    Application
 
 This Code
is applicable to the following persons (hereinafter referred to as the
“Officers”):
  1.
    The
      Company’s principal executive officer;2.
    The
      Company’s principal financial officer;3.
    The
      Company’s principal accounting officer or controller;
  and4.
    Persons
      performing similar functions.
  III.
    Code
      of Ethics
 
 Each
Officer shall adhere to and advocate the following principles and
responsibilities governing professional and ethical conduct:
  1.
    Act
      with honesty and integrity, avoiding actual or apparent conflicts of
      interest in personal and professional
relationships.
  1
 2.
    Provide
      information that is full, fair, accurate, complete, objective, relevant,
      timely, and understandable to the Company’s Board of Directors, the
      Securities and Exchange Commission, the Company’s stockholders, and the
      public.3.
    Comply
      with applicable governmental laws, rules, and regulations of federal,
      state and local governments relating to your professional
      conduct.4.
    Act
      in good faith, responsibly, with due care, competence and diligence,
      without misrepresenting material facts or allowing your independent
      professional judgment to be subordinated.5.
    Take
      all reasonable measures to protect the confidentiality of non-public
      information about the Company acquired in the course of your work except
      when authorized or otherwise legally obligated to disclose such
      information and to not use such confidential information for personal
      advantage.6.
    Proactively
      promote ethical behavior in the work environment and business
      community.7.
    Assure
      responsible use of and control over all assets and resources employed or
      entrusted to you.8.
    Promptly
      report to the Chairperson of the Audit
Committee:
  (a)
    any
      information you may have regarding any violation of this
    Code;(b)
    any
      actual or apparent conflict of interest between personal and/or
      professional relationships involving management or any other employee with
      a role in financial reporting disclosures or internal
      controls;(c)
    any
      information you might have concerning evidence of a material violation of
      the securities or other laws, rules or regulations applicable to the
      Company and its operations;(d)
    significant
      deficiencies in the design or operation of internal controls that could
      adversely affect the Company’s ability to record, process, summarize or
      report financial data; or(e)
    any
      fraud, whether or not material, that involves management or other
      employees who have a significant role in the Company’s financial
      reporting, disclosures or internal
controls.
  IV.
    Insider
      Trading
 
 The
purchase and sale of the Company’s common stock or derivative securities related
to the Company’s common stock (collectively, “Securities”) is governed by the
rules and regulations of the United States Securities and Exchange Commission
(“SEC”) as well as comparable state agencies. The most common of these
regulations deal with what is referred to as “insider trading.”
  2
 As an
Officer of the Company, you will frequently be in possession of material
information relating to or affecting the Company that may not be generally
available to the investing public. **In
general, it is unlawful for you to purchase or sell or encourage others to
purchase or sell IMCOR Securities while you are in possession of such
information** . It is
also unlawful for you to purchase or sell or encourage others to purchase or
sell the securities of any other company while you are in possession of such
information relating to that company. If you do, you could be subject to
criminal penalties and significant triple damages in civil suits brought by the
SEC, state agencies and/or other persons trading in those securities at the same
time you were buying or selling shares.
  **Due
to the evolving nature of the Company’s business and the likelihood that
Officers may have material non-public information, any proposed purchase or sale
of the Company’s Securities must be approved in advance by the Company’s CFO,
CEO or the Audit Committee; provided, however, in no event may an Officer
approve his or her own purchase or sale. Unlike other employees, Officers must
receive clearance for trades even during an “open window”
period.**
  If
clearance is withheld, that fact itself is confidential and should not be
disclosed to others. If you are uncertain as to the appropriateness or the
timing of a planned purchase or sale of IMCOR Securities, consult with the
Company’s CFO or CEO; provided, however, in no event may the CEO or CFO approve
his or her own purchases or sales. He or she will be able to direct you away
from inadvertently entering into a transaction that might have the appearance of
impropriety. The CEO or CFO may seek guidance from outside counsel with respect
to the appropriateness of purchases or sales of IMCOR Securities. You could be
accused of trading on insider information, even if you were unaware of the
information at the time of the transaction.
  “Material”
information includes information that (1) might reasonably be expected to affect
the market value of securities, or (2) influence investor decisions to buy, sell
or hold securities. As a general rule of thumb, if you would be inclined to
trade on the basis of the information, you should consider it to be material.
You should consider “non-public” any material information that has not been
disclosed in an IMCOR press release or a report that has been filed with the SEC
or distributed to the Company’s stockholders.
  It is
also essential that you do not share with or disclose to any other person any
“material” information that is not already in the public domain. Trading by
others on the basis of material information furnished by you can subject you to
the same criminal and civil penalties that would apply if you were the trader,
even if you personally do not benefit from the trading.
  To
protect you and the Company from allegations of impropriety, you should postpone
any planned purchases or sales of IMCOR Securities until the material
information known to you has been made public.
  All
purchases and sales of the Company’s Securities, even those approved in advance,
must be promptly reported to the CFO or CEO so that we may keep our
Company-related ownership records current.
  This
policy will also apply to the exercise of options to purchase and rights to
receive IMCOR common stock under the Company’s equity compensation
plans.
  3
 This
policy is applicable to **you,
your spouse, your children, and relatives living with you, and any corporations,
partnerships, trusts or other entities that are directed or controlled by you,
your spouse and/or your children or relatives living with
you.** It is
also applicable to any transaction made by any person upon your
recommendation.
  It is the
policy of the Company that any violation of this Code will be grounds for
disciplinary action, including immediate dismissal of the Officer, at the
Company’s sole discretion.
  You
should understand that securities laws are taken very seriously and government
agencies have developed extensive ways to monitor securities trading activities.
Violations of securities laws can result in large civil and criminal penalties
against companies and individuals.
  V.
    Reporting
      Procedure and Process
 
 As
discussed above, Officers shall promptly report any violation of this Code to
the Chairperson of the Company’s Audit Committee.
  Reports
of violations under this Code received by the Chairperson of Audit Committee
shall be investigated by the Audit Committee. If the Audit Committee finds a
violation of this Code, it shall refer the matter to the full Board of
Directors.
  In the
event of a finding that a violation of this Code has occurred, appropriate
action shall be taken that is reasonably designed to deter wrongdoing and to
promote accountability for adherence to this Code, and may include written
notices to the individual involved of the determination that there has been a
violation, censure by the Board, demotion or re-assignment of the individual
involved, suspension with or without pay or benefits, and up to and including,
if appropriate, termination of the individual’s employment. In determining what
action is appropriate in a particular case, the Board of Directors (or the
independent directors of the Board as the case may be) shall take into account
all relevant information, including the nature and severity of the violation,
whether the violation was a single occurrence or repeated occurrences, whether
the violation appears to have been intentional or inadvertent, whether the
individuals in question had been advised prior to the violation as to the proper
course of action and whether or not the individual in question had committed
other violations in the past.
  VI.
    Anonymous
      Reporting
 
 Any
violation of this Code and any violation by the Company or its directors or
officers of the securities laws, rules, or regulations, or other laws, rules, or
regulations applicable to the Company may be reported to the Chairperson of the
Audit Committee anonymously. The Company’s Code of Ethics applicable to all
employees sets out other methods of reporting that you may use as
well.
  VII.
    No
      Retaliation
 
 It is
against the Company’s policy to retaliate in any way against an Officer for good
faith reporting of violations of this Code.
  4
 VIII.
    Waiver
      and Amendment
 
 The
Company is committed to continuously reviewing and updating its policies and
procedures. Therefore, this Code is subject to modification. Any amendment or
waiver of any provision of this Code must be approved in writing by the
Company’s Board of Directors and promptly disclosed pursuant to applicable laws
and regulations.
  IX.
    Acknowledgment
      Of Receipt Of Code Of Ethics For Principal Executive And Senior Financial
      Officers
 
 I have
received and read the Company’s Code of Ethics for Principal Executive and
Senior Financial Officers (the “Code”). I understand the standards and policies
contained in the Code and understand that there may be additional policies or
laws applicable to my job. I agree to comply with the Code in all
respects.
  If I have
questions concerning the meaning or application of the Code, any Company
policies, or the legal and regulatory requirements applicable to my job, I know
that I can consult with the Chairperson of the Audit Committee, knowing that my
questions or reports will remain confidential to the fullest extent
possible.
  I
understand that my agreement to comply with this Code does not constitute a
contract of employment.
  Officer
      NameSignatureDate
  5