**Exhibit 14**

 

**Code of Ethicsfor theExecutive Officersand Senior Financial OfficersofPolydex Pharmaceuticals Limited**

 

PolydexPharmaceuticals Limited (the “Company”) is committed to conducting its businessin compliance with all applicable laws and regulations and in accordance withhigh standards of business conduct.  TheCompany strives to maintain the highest standards of accuracy, completeness anddisclosure in its financial dealings, records and reports.  These standards serve as the basis formanaging the Company’s business, for meeting the Company’s duties to itsstockholders and for maintaining compliance with financial reportingrequirements.  The Company’s ExecutiveOfficers and Senior Financial Officers must agree to comply with the followingprinciples and promote and support this Code of Ethics.  For the purposes of this Code of Ethics,“Executive Officers” means the Company’s executive officers as determined fromtime to time by the Board of Directors of the Company pursuant to Section 16 ofUnited States Securities Exchange Act of 1934, as amended, and “SeniorFinancial Officers” means the Company’s principal financial officer andcontroller or principal accounting officer, or persons performing similarfunctions.

 

Theprincipal executive officer and each senior financial officer of the Companywill adhere to and advocate the following principals and responsibilitiesgoverning his or her professional and ethical conduct, each to the best of hisor her knowledge and ability.

 

1.             Act with honesty and integrity and in an ethical manner,avoiding actual or apparent conflicts of interest in his or her personal andprofessional relationships.

 

2.             Promptly disclose to the Company, through the ChiefFinancial Officer and the Company’s Audit Committee, any material transactionor relationship that reasonably could be expected to give rise to a conflict ofinterest between his or her personal and professional relationships.

 

3.             Provide full, fair, accurate, timely and understandabledisclosure in reports and documents that the Company files with, or submits to,the United States Securities and Exchange Commission, and in other publiccommunications made by the Company.

 

4.             Comply with applicable rules and regulations of federal,state and local governments and other appropriate private and public regulatoryagencies.

 

5.             Act in good faith, responsibly, with due care,competence and diligence, without misrepresenting material facts or allowinghis or her independent judgment to be subordinated.

 

6.             Use good business judgment in the processing andrecording of all financial transactions.

 

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7.             Respect the confidentiality of information acquired inthe course of his or her work, except when authorized or otherwise legallyobligated to disclose such information, and not use confidential informationacquired in the course of work for personal advantage.

 

8.             Share knowledge and maintain skills important andrelevant to his or her constituents’ needs.

 

9.             Promote ethical behavior among constituents in the workenvironment.

 

10.           Achieve responsible use of and control over all assets andresources employed or entrusted to him or her.

 

11.           Comply with generally accepted accounting standards andpractices, rules, regulations and controls.

 

12.           Ensure that accounting entries are promptly and accuratelyrecorded and properly documented and that no accounting entry intentionallydistorts or disguises the true nature of any business transaction.

 

13.           Maintain books and records that fairly and accuratelyreflect the Company’s business transactions.

 

14.           Sign only those documents that he or she believes toaccurate and truthful.

 

15.           Devise, implement and maintain sufficient internalcontrols to assure that financial record keeping objectives are met.

 

16.           Prohibit the establishment of any undisclosed orunrecorded funds or assets for any purpose and provide for the proper andprompt recording of all disbursements of funds and all receipts.

 

17.           Not knowingly be a party to any illegal activity or engagein acts that are discreditable to his or her profession or the Company.

 

18.           Respect and contribute to the legitimate and ethicalobjectives of the Company.

 

19.           Engage in only those services for which he or she has thenecessary knowledge, skill and expertise.

 

20.           Not make, or tolerate to be made, false or artificialstatements or entries for any purpose in the books and records of the Companyor in any internal or external correspondence, memoranda, or communication ofany type, including telephone or wire communications.

 

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21.           Report to the Company, through the Chief Financial Officerand the Company’s Audit Committee any situation where this Code of Ethics, theCompany’s standards or laws are being violated.

 

Thoserequired to comply with this Code of Ethics understand that failure to complywith this Code of Ethics will not be tolerated by the Company and thatdeviations therefrom or violations thereof will result in serious consequences,which may include, but may not be limited to, serious reprimand, dismissal orother legal actions.

 

Theparties subject to this Code of Ethics will acknowledge in writing that theyagree to comply with these requirements.

 

**ACKNOWLEDGMEN**T

 

Iacknowledge that I agree to comply with the terms of the Code of Ethics for theExecutive Officers and Senior Financial Officers of Polydex PharmaceuticalsLimited.  I further acknowledge thatfailure to comply with this Code of Ethics will not be tolerated by the Companyand that deviations therefrom or violations thereof will result in seriousdisciplinary action by the Company, including but not limited to immediatedismissal.

 

 
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