**Exhibit
        14.1**
 
 
 **SRKP
        5, Inc.**
 
 **CORPORATE
        CODE OF ETHICS AND CONDUCT**
 
 **Approved:
        December 20, 2007**
  
  SRKP
        5,
        Inc.
 
 Corporate
        Code of Ethics and Conduct
 
 **1.** **General
        Policy**
 
 It
        is the
        policy of SRKP 5, Inc. (“we”, “us”, “our,” or the “Company”) to conduct business
        in compliance with all applicable laws, rules and regulations. Further, it
        is
        our policy to conduct business with integrity. We make this commitment to
        our
        customers, to our partners, to our shareholders, to our community, to those
        government agencies that regulate the Company, and to ourselves.
  Each
        Company employee, officer and director, as well as agents and contractors
        working on behalf of the Company, must work to comply with the policies set
        forth in this Code of Ethics and Conduct (the “Code”). All employees, officers
        and directors should review this Code and make sure that these policies guide
        their actions. Because of the complex and changing nature of legal requirements,
        each member of the Company must be constantly vigilant to ensure that their
        conduct complies with the Code. If any employee, officer or director becomes
        aware of an issue of legal compliance which is not adequately addressed in
        this
        Code, you should notify your supervisor or the Chief Financial Officer.
  The
        Company takes compliance with laws, regulations, rules and the Code seriously.
        Any violation of such will result in disciplinary action. Such action may
        include an oral or written warning, disciplinary probation, suspension,
        reduction in salary, demotion, or dismissal from employment. These disciplinary
        actions also may apply to an employee’s supervisor who directs or approves the
        employee’s improper actions or is aware of those actions, but does not act
        appropriately to correct them or fails to exercise appropriate
        supervision.
  If
        a
        question arises as to whether any action complies with the Company policies
        or
        applicable law, an employee, officer or director should present that question
        directly to the Company’s General Counsel (the “Compliance Officer”). The
        Compliance Officer’s telephone number (the “Compliance Line”) is (954) 689-6632.
        The Compliance Officer may also be contacted at the following e-mail address: tony1071@bellsouth.net .
        Concerns about violations of any part of this Code made to the telephone
        number
        may be made anonymously. Any
        calls, detailed notes and/or emails will be dealt with confidentially. Simply
        ask your question or give any information you may have. In raising an issue,
        you
        may remain anonymous, although you are encouraged to identify yourself. Should
        you choose to identify yourself, your identity will be kept confidential
        to the
        extent feasible or permissible under the law. All employees, officers and
        directors and agents of the Company have the commitment of the Company and
        of
        the Audit Committee of the Company’s Board of Directors that they will be
        protected from retaliation . However,
        the Company reserves the right to discipline anyone who knowingly makes a
        false
        accusation, provides false information to the Company or has acted
        improperly.  Failure
        to report known or suspected wrongdoing of which any member of the Company
        has
        knowledge may, by itself, subject that person to disciplinary
        action.
  This
        Code
        highlights important legal principles with which employees, officers and
        directors and agents are expected to be familiar. The fact that this Code
        does
        not specifically reference other applicable laws (some of which may be covered
        in other the Company policies), does not diminish their importance or
        application.
  
  **2.** **Compliance
        with the Law**
  The
        Company seeks to comply with all applicable government laws, rules and
        regulations. We need the cooperation of all employees, officers and directors
        to
        do so and to bring lapses or violations to light. While some regulatory schemes
        may not carry criminal penalties, they control the licenses and certifications
        that allow the Company to conduct its business. The Company’s continued ability
        to operate depends upon your help for compliance.
  **3.** **Stocks**
  Because
        our stock may become a publicly traded security, certain activities of the
        Company are subject to certain provisions of the federal securities laws.
        These
        laws govern the dissemination or use of information about the affairs of
        the
        Company or its subsidiaries or affiliates, and other information which might
        be
        of interest to persons considering the purchase or sale of our stock. Violations
        of the federal securities laws could subject you and the Company to stiff
        criminal and civil penalties. Accordingly, the Company does not sanction
        and
        will not tolerate any conduct that risks a violation of these laws.
  **a.** **Disclosure
        of Transactions in Company’s Securities**
 
 The
        Securities and Exchange Commission (“SEC”) requires continuing disclosure of
        transactions in the Company’s publicly traded securities by the Company, its
        directors, officers, major shareholders and other affiliated persons. We
        are
        committed to complying with obligations related this disclosure.
  **b.** **Insider
        Tradin** **g**
  It
        is
        illegal for any person, either personally or on behalf of others, (i) to
        buy or
        sell securities while in possession of material nonpublic information, or
        (ii)
        to communicate (to “tip”) material nonpublic information to another person who
        trades in the securities on the basis of the information or who in turn passes
        the information on to someone who trades. All directors, officers, employees
        and
        temporary insiders, such as accountants and lawyers, must comply with these
        “insider trading” restrictions.
  **4.** **Confidential
        Information**
  You
        may
        be entrusted with the Company’s confidential business information. You are
        required to safeguard and use such information only for the Company’s purposes.
        Confidential information includes all non-public information that might be
        of
        use to competitors, or harmful to the Company or its customers, if disclosed.
        You are expected to maintain the confidentiality of any and all such information
        entrusted to you by the Company or our customers or partners. Examples of
        confidential business information include, but are not limited to: the Company’s
        trade secrets, business trends, information on clinical trial results, the
        status of regulatory approvals for our product candidates, product development
        programs, detailed sales and cost figures, new product or marketing plans,
        research and development ideas or information, manufacturing or drug discovery
        processes, and information about potential collaborations, joint ventures,
        acquisitions, divestitures and investments. Failure to observe this duty
        of
        confidentiality may compromise our competitive advantage over competitors
        and
        may additionally result in a violation of securities, antitrust or employment
        laws. It may also violate agreements providing for the protection of such
        confidential information the Company has entered into with third parties.
        You
        should not discuss confidential Company information outside the Company,
        even
        with your own family.
  
  The
        business purpose of the Company is to seek the acquisition of, or merger
        with,
        an existing company. As a result, confidentiality becomes a particularly
        sensitive matter once negotiations have commenced and/or when the Company
        enters
        into a letter of intent concerning any target business. The Company’s business
        information and all related and ancillary documents contain information that
        is
        of a confidential nature which therefore must be treated in a confidential
        manner. You may not, directly or indirectly, disclose or permit affiliates
        or
        representatives to disclose any of such information to any other person or
        reproduce such information in whole or in part, without the prior written
        consent of the Company.
  At
        any
        time prior to a potential merger transaction, the lack of public trading
        does
        not in any way effect your obligation and responsibility to maintain all
        information as highly confidential. You may also possess sensitive, privileged
        information about our partners. These parties properly expect that this
        information will be kept confidential. The Company takes very seriously any
        violation of a partner’s confidentiality and will not tolerate such conduct.
  **5.** **Special
        Ethical Obligations for Employees with Public Reporting
        Responsibilities**
 
 We
        are
        also committed to carrying out all continuing disclosure obligations in a
        full,
        fair, accurate, timely and understandable manner. Depending on their position
        with the Company, employees, officers or directors may be called upon to
        provide
        information to assure that the Company’s public reports are complete, fair and
        understandable. The Company expects all of its personnel to take this
        responsibility very seriously and to provide prompt and accurate answers
        to
        inquiries related to the Company’s public disclosure requirements.
  Employees,
        officers and directors should promptly report to the Compliance Officer any
        conduct that the individual believes to be a violation of law or business
        ethics
        or of any provision of the Code, including any transaction or relationship
        that
        reasonably could be expected to give rise to such a conflict. Violations,
        including failures to report potential violations by others, will be viewed
        as a
        severe disciplinary matter that may result in personnel action, including
        termination of employment.
  **6.** **Continuing
        Disclosure Obligations and Accuracy of Business
        Records**
 
 In
        order
        to support all our disclosure obligations, it is our policy to record and
        report
        our factual information honestly and accurately. Failure to do so is a grave
        offense and will subject an individual to severe discipline by the Company,
        as
        well as possible criminal and civil penalties.
  Compliance
        with established accounting procedures, the Company’s system of internal and
        disclosure controls and generally accepted accounting principles are necessary
        at all times. In order to achieve such compliance, the Company’s records, books
        and documents must accurately reflect the transactions and provide a full
        account of the Company’s assets, liabilities, revenues and expenses. Knowingly
        entering inaccurate or fraudulent information into the Company’s accounting
        system is unacceptable and may be illegal. Any individual that has knowledge
        that an entry or process is false and material are expected to consult the
        Compliance Officer. In addition, it is the responsibility of each member
        of the
        Company to give their cooperation to the Company’s authorized internal and
        external auditors.
  
 Every
          individual should also be aware that almost all business records of the
          Company
          may become subject to public disclosure in the course of litigation or
          governmental investigation. Records are also often obtained by outside
          parties
          or the media. Employees should therefore attempt to be as clear, concise,
          truthful and accurate as possible when recording any information. They
          must
          refrain from making legal conclusions or commenting on legal positions
          taken by
          the Company or others. They must also avoid exaggeration, colorful language,
          and
          derogatory characterizations of people and their motives. The Company will
          not
          tolerate any conduct that creates an inaccurate impression of the Company’s
          business operations.
  **7.** **Protection
        and Proper Use of Company Assets**
 
 Employees,
        officers and directors should protect the Company’s assets and ensure their
        efficient use. Theft, carelessness and waste have a direct impact on the
        Company’s profitability. All Company assets should be used for legitimate
        business purposes.
  **a.** **Computers,
        the Internet and Email**
 
 Everyone
        who works with the Company’s computer-based resources is responsible for their
        appropriate use and protection from theft, damage or loss. Employees should
        take
        care to understand the risks and protect and ensure that the security features
        of the computer-based resources are not compromised. Information created,
        transmitted or accessed on Company networks is Company property and the Company
        reserves the right to monitor or restrict access to it.
  Computer
        software used in connection with the Company’s business must be properly
        licensed and used only in accordance with that license. Using unlicensed
        software could constitute copyright infringement. If an employee has any
        questions as to whether his or her use of computer software is licensed,
        he or
        she should consult with the Company’s Information Technology
        Department.
  The
        same
        level of care should be taken when using the Company’s e-mail, internet and
        voice mail systems as is used in written documents. For example, confidential
        information about the Company should not be disclosed on electronic bulletin
        boards, in chat rooms or posted on an internet website.
  **8.** **Corporate
        Opportunities**
 
 Employees,
        officers and directors are prohibited from (a) taking for yourself personally
        opportunities that you discover through the use of Company property, information
        or position, (b) using Company property, information or position for personal
        gain, and (c) competing with the Company. An employee, officer or director
        owes
        a duty to the Company to advance its legitimate interests when the opportunity
        to do so arises.
 
 **9.** **Fair
        Dealing**
 
 Employees,
        officers and directors should endeavor to deal fairly with the Company’s
        customers, partners, suppliers, competitors and employees. You should not
        take
        unfair advantage of anyone through manipulation, concealment, abuse of
        privileged information, misrepresentation of material facts, or any other
        unfair-dealing practices.
  
  **10.** **Conflicts
        of Interest**
 
 The
        Company employees, officers and directors should avoid all potential conflicts
        of interest or situations that give the appearance of such conflict of interest.
        A conflict of interest occurs when the private interest of a the Company
        employee (or an immediate family or household member or someone with whom
        you
        have an intimate relationship) interferes, in any way — or even appears to
        interfere — with the duties performed by the Company employee or with the
        interests of the Company as a whole. A conflict situation can arise when
        an
        employee, officer or director takes actions or has interests that may make
        it
        difficult to perform his or her work objectively and effectively. A conflict
        of
        interest may also arise when an employee, officer or director, or a member
        of
        his or her family, receives improper personal benefits as a result of his
        or her
        position in the Company. Loans to, or guarantees of obligations of, such
        persons
        are of special concern.
  There
        may
        be a conflict of interest between our management and our non-management
        stockholders. A conflict of interest creates the risk that management may
        have
        an incentive to act adversely to the interests of other investors. A conflict
        of
        interest may arise between our management's personal pecuniary interest and
        its
        fiduciary duty to our stockholders. Further, our management's own pecuniary
        interest may at some point compromise its fiduciary duty to our stockholders.
        In
        addition, the Company’s officers and directors are currently involved with other
        publicly held, non-trading companies and conflicts in the pursuit of business
        combinations with such other companies with which they and other members
        of our
        management are, and may be the future be, affiliated with may arise. Our
        officers and directors therefore should use the utmost care to ensure they
        use
        their best efforts to comply with the obligations set forth above.
 
 **11.** **Gifts,
        Meals and Entertainment**
  **a.** **Entertainment
        and Gifts**
  The
        Company recognizes that in some instances, gifts and entertainment can provide
        an entirely appropriate means of furthering a business relationship. However,
        no
        employee, officer or director should accept or provide gifts of more than
        $50 in
        connection with their business dealings. The offer or receipt of any such
        gift
        over $50 should be reported immediately to the Compliance Officer. Normal
        business courtesies involving no more than ordinary amenities (such as lunch,
        dinner, a spectator event, or a golf game) are permitted, as are token non-cash
        gifts of nominal value. The guiding principle and spirit of this code is
        that no
        gift, favor or entertainment, whether a single event or a pattern of behavior,
        should be accepted or provided if it will obligate, or appear to obligate,
        the
        recipient. If you are uncertain about the propriety of a gift, you should
        contact the Compliance Officer for guidance.
  **b.** **Relationships
        with Government Personnel**
 
 Separate
        and more stringent gift, meals, and entertainment rules apply to dealings
        with
        government officials. Federal and state anti-kickback laws prohibit the Company
        and its representatives from knowingly and willfully offering, paying,
        requesting, or receiving any money or other benefit, directly or indirectly,
        in
        return for obtaining or rewarding favorable treatment in connection with
        the
        award of a government contract. Any employee who becomes aware of any such
        conduct should immediately report it to the Compliance Officer.
  The
        anti-kickback laws must be considered whenever something of value is given
        or
        received by the Company or its representatives or affiliates that is in any
        way
        connected to work performed for the government. There are many transactions
        that
        may violate the anti-kickback rules. As a result, no one acting on behalf
        of the
        Company may offer or accept gifts, loans, rebates, services, or payment of
        any
        kind to or from government suppliers and vendors without first consulting
        the
        Compliance Officer.
  
  **c.** **Business
        Dealings in Foreign Countries**
 
 Federal
        law prohibits U.S. companies, and those acting on their behalf, from bribing
        foreign officials to obtain or retain business. Foreign officials include
        officers and employees of a foreign government or of a foreign governmental
        department or agency. Indirect payments including those to agents or third
        parties with the knowledge that at least a portion of the payment will be
        given
        to a foreign official for an illegal purpose are prohibited. The Company
        will
        not tolerate any conduct that violates this law.
  **12.** **Interacting
        with the Government**
 
 We
        are
        committed to being a “good corporate citizen” and the Company values its good
        relations with local, state, federal and foreign governments.
  The
        Company’s policy is to deal honestly and fairly with government representatives
        and agents and to comply with valid and reasonable governmental requests
        and
        processes. Be truthful and straightforward in your dealings with governmental
        representatives and do not direct or encourage another Company employee (or
        someone else) to provide false or misleading information to any government
        agent
        or representative. Do not direct or encourage anyone to destroy records relevant
        to a fact-finding process.
  In
        recent
        years certain foreign governments have sought to restrict opportunities for
        local companies to become public trading companies in the United States,
        including through the reverse merger process, which may be a manner in which
        we
        complete a business combination with such a foreign enterprise.
 
 The
        foregoing obligations are important in the face of these additional restrictions
        and our employees, officers and directors are strongly encouraged to work
        with
        capable representatives to assist in assuring that all transactions with
        foreign
        companies fully comply with local law.
 
 **13.** **Privacy
        and Employee Relation**
 
 Even
        though an employee’s non-work-related activities outside of the Company are
        considered personal business, employees should always remember that they
        are a
        representative of the Company. All employees, officers and directors should
        review the Company’s policies regarding diversity, discrimination, workplace
        harassment (including sexual harassment), health and safety and related
        matters .
  **14.** **Market
        Competition**
  The
        Company is committed to complying with all state and federal antitrust laws.
        The
        purpose of the antitrust laws is to preserve the competitive free enterprise
        system. The antitrust laws in the United States are founded on the belief
        that
        the public interest is best served by vigorous competition, free from collusive
        agreements among competitors on price or service terms. The antitrust laws
        help
        preserve the country’s economic, political, and social institutions; the Company
        is firmly committed to the philosophy underlying those laws.
  
  While
        the
        antitrust laws clearly prohibit most agreements to fix prices, divide markets,
        and boycott, they also proscribe conduct that is found to restrain competition
        unreasonably. This can include, depending on the facts and circumstances
        involved, certain attempts to tie or bundle services together, certain
        exclusionary activities, and certain agreements that have the effect of harming
        a competitor or unlawfully raising prices. Any questions that arise in this
        area
        should be addressed to the Compliance Officer.
  **15.** **Purchasing**
  Purchasing
        decisions must be made in accordance with applicable Company policy. In
        addition, the prohibitions discussed in Section 11 of this Code, entitled
        “Gifts, Meals and Entertainment” apply to purchasing decisions made on behalf of
        the Company. Purchasing decisions must in all instances be made free from
        any
        conflicts of interest that could affect the outcome. The Company is committed
        to
        a fair and objective procurement system which results in the acquisition
        of
        quality goods and services for the Company at a fair price.
  **16.** **Political
        Contributions**
  The
        Company believes that our democratic form of government benefits from citizens
        who are politically active. For this reason, the Company encourages each
        of its
        employees to participate in civic and political activities in his or her
        own
        way.
  The
        Company’s direct political activities are, however, limited by law. Corporations
        may not make any contributions — whether direct or indirect — to candidates for
        federal office. Thus, the Company may not contribute any money or products,
        or
        lend the use of vehicles, equipment, or facilities, to candidates for federal
        office. Nor may the Company make contributions to political action committees
        that make contributions to candidates for federal office. Neither the Company,
        nor supervisory personnel within the Company, may require any employees to
        make
        any such contribution. Finally, the Company cannot reimburse its employees
        for
        any money they contribute to political candidates or campaigns.
  Many
        state laws also limit the extent to which corporations and individuals may
        contribute to political candidates. Any question about the propriety of
        political activity or contribution should be directed to the Compliance
        Officer.
  **17.** **Exports
        and Imports**
  There
        are
        many U.S. laws governing international trade and commerce which serve to
        limit
        the export of certain products to certain countries. The Company is committed
        to
        complying with those laws. Under no circumstances will the Company make sales
        contrary to U.S. export laws. Because these regulations are complicated and
        change periodically, employees and agents seeking to make a sale to a customer
        in a foreign country must first confirm the legal trade status of that country.
        If an employee or agent is uncertain about whether a foreign sale complies
        with
        U.S. export laws, he or she must contact the Compliance Officer for guidance.
        The Company employees and agents should be aware that there are also many
        U.S.
        laws that govern the import of items into the United States. Among other
        things,
        these laws control what can be imported into the United States, how the articles
        should be marked, and the amount of duty to be paid. The Company complies
        with
        all U.S. import laws. If an employee or agent is uncertain about whether
        a
        transaction involving the importation of items into the United States complies
        with these laws, he or she must contact the Compliance Officer for
        guidance.
  
  **18.** **Media/Public
        Relations and Governmental Inquiries**
  When
        the
        Company provides information to the news media, securities analysts and
        stockholders, it has an obligation to do so accurately and completely. In
        order
        to ensure that the Company complies with its obligations, employees receiving
        inquiries regarding the Company’s activities, results, plans or position on
        public issues should refer the request to the Company’s Chief Executive Officer,
        Chief Financial Officer, or the designated corporate spokesperson. The Company
        employees may not speak publicly for the Company unless specifically authorized
        by senior management.
  Although
        unlikely, a government representative may seek to interview an employee
        regarding the Company’s business activities or an employee’s work at the
        Company. If an employee is contacted by a government agent or representative
        and
        asked to provide information, contact the General Counsel at (212)
        869-7000.
  Occasionally,
        someone will arrive unexpectedly or a government representative may seek
        to
        inspect Company property. If this happens, an employee should immediately
        notify
        his or her manager or supervisor and contact the General Counsel at (212)
        869-7000.
  **19.** **Response
        to Investigations or Government Inquiries**
  Numerous
        state and federal agencies have broad legal authority to investigate the
        Company
        and review its records. The Company will comply with subpoenas and respond
        to
        governmental investigations as required by law. The Compliance Officer is
        responsible for coordinating the Company’s response to investigations and the
        release of any information.
  If
        an
        employee or officer receives an investigative demand, subpoena, or search
        warrant involving the Company, it should be brought immediately to the
        Compliance Officer. No documents should be released or copied without
        authorization from the Compliance Officer or the Company’s legal counsel. If an
        investigator, agent or government auditor comes to the Company’s corporate
        headquarters, the Chief Executive Officer should be contacted immediately.
        In
        the absence of the Chief Executive Officer, contact the Company’s Compliance
        Officer. Ask the investigator to wait until the contacted individual arrives
        before reviewing any documents or conducting any interviews. The Compliance
        Officer, his designee, or the Company’s legal counsel is responsible for
        assisting with any interviews. If the Company’s employees are approached by
        government investigators and agents while they are away from the Company’s
        premises and asked to discuss Company affairs, the employee has the right
        to
        insist on being interviewed during business hours with a supervisor or counsel
        present. Alternatively, any employee may choose to be interviewed or not
        to be
        interviewed at all. The Company recognizes the choice of how to proceed in
        these
        circumstances is left entirely to the employee. If an employee chooses to
        speak
        with government personnel, it is essential that the employee be truthful.
        Questions may be directed to the Compliance Officer.
  The
        Company employees are not permitted to alter, remove, or destroy documents
        or
        records of the Company except in accordance with regular document retention
        and
        destruction practices.
  
  **20.** **Document
        Retention Policy**
 
 The
        Company has a document retention policy in place to provide reasonable and
        consistent standards and procedures for the retention and disposal of accounting
        and financial documents and that provide a routine business practice of
        maintaining records for a predetermined period of time.
  **21.** **Amendments
        and Waivers**
  This
        Code
        applies to all the Company employees, officers and directors and will be
        distributed to each new employee, officer and director upon commencement
        of his
        or her employment or other relationship with the Company. The Company reserves
        the right to amend, alter or terminate this Code at any time for any reason.
        There shall be no substantive amendment or waiver of any part of the Code
        affecting the directors, senior financial officers, or executive officers,
        except by a vote of the Board of Directors, which will ascertain whether
        an
        amendment or waiver is appropriate and ensure that the amendment or waiver
        is
        accompanied by appropriate controls designed to protect the Company.
  In
        the
        event that any substantive amendment is made or any waiver is granted, the
        waiver will disclosed as required by law or regulations of the NASDAQ National
        Market.
  This
        document is not an employment contract between the Company and any of its
        employees, officers or directors.
  
  **EMPLOYEE
        CERTIFICATION AND AGREEMENT OF COMPLIANCE**
  I
        certify
        that I have read the Company’s “Corporate Code of Ethics and Conduct” (the
“Code”) and fully understand the obligations set forth in that
        document.
 
 The
        Code
        includes a statement of the Company’s policies, which are designed to ensure
        that the Company and its employees conduct the Company’s business in compliance
        with all federal and state laws governing its operations and the conduct
        is
        consistent with the highest standards of business and professional ethics.
 
 I
        understand that the Code obligates all employees to carry out their duties
        for
        the Company in accordance with these policies and with applicable laws. I
        further understand that any violation of these policies or applicable laws,
        or
        any deviation from appropriate ethical standards, will subject an employee
        to
        disciplinary action. Indeed, I understand that even a failure to report such
        a
        violation or deviation may, by itself, subject an employee to disciplinary
        action.
 
 I
        am also
        aware that in the event that I have any question about whether an action
        complies with the Company’s policies or applicable law, I should present that
        question to my supervisor or, if appropriate, directly to the Company’s
        Compliance Officer.
 
 With
        these understandings of my obligations, I agree to act in accordance with
        the
        Company policies set forth in the Code. Having read the Code, I am not currently
        aware of any matter that should be brought to the attention of Compliance
        personnel as a violation or suspected violation of this Code.
  Signed:Print
                  Name:Date: