**Exhibit 14**

 

# **Code of Ethics ofBurzynski Research Institute, Inc.**

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## **I.**              Objectives

 

Burzynski Research Institute, Inc. (the “Company”)is committed to the highest level of ethical behavior.

 

This Code of Ethics (“Code”) applies to alldirectors, officers and employees of the Company, including the Company’sprincipal executive officer and principal financial officer (collectively, the “CoveredPersons”).  This Code is designed todeter wrongdoing and to promote all of the following:

 

•              Honestand ethical conduct, including the ethical handling of actual or apparentconflicts of interest between personal and professional relationships;

•              Compliancewith applicable governmental laws, rules and regulations;

•              Full,fair, accurate, timely, and understandable disclosure in reports and documentsthat the Company files with, or submits to, the Securities and ExchangeCommission (the “SEC”), and in other public communications made by theCompany;

•              Promptinternal reporting to an appropriate person or persons identified herein forreceiving violations of this Code; and

•              Accountabilityfor adherence to this Code.

 

Each Covered Person must conduct himself or herself inaccordance with this Code, and must seek to avoid even the appearance ofimproper behavior.  This Code is notintended to cover every applicable law or situation, or to provide answers toall questions that might arise.  TheCompany relies on each person’s sense of what is right, including a sense ofwhen it is appropriate to seek guidance from others on an appropriate course ofconduct.

 

## **II.**            Honestand Ethical Conduct

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Each Covered Person must always conduct himself orherself in an honest and ethical manner. Each Covered Person must act with the highest standards of personal andprofessional integrity and must not tolerate others who attempt to deceive orevade responsibility for actions.  Honestand ethical conduct must be a driving force in every decision made by a CoveredPerson while performing his or her duties for the Company.  When in doubt as to whether an action ishonest and ethical, each Covered Person shall seek advice from his or herimmediate supervisor or senior management, as appropriate.

 

## **III.**           Conflictsof Interest

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The term “conflict of interest” refers to anycircumstance that would cast doubt on a Covered Person’s ability to actobjectively when representing the Company’s interest.  A Covered Person should not use his or herposition or association with the Company for his or her own or his or herfamily members’ personal gain, and should avoid situations in which his or her

 

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personal interests (orthose of his or her family members) conflict or overlap, or appear to conflictor overlap, with the Company’s best interests.

 

The following are examples of activities that giverise to a conflict of interest; they do not in any way limit the general scopeof the Company’s policy regarding conflicts of interest.  A conflict of interest occurs when a CoveredPerson or any family member of the Covered Person:

 

(a)           Has an association with(or financial interest in) another person or entity that would reasonably beexpected to interfere with the Covered Person’s independent judgment in theCompany’s best interest;

 

(b)           Holds a financialinterest in any present or potential competitor, customer, supplier, orcontractor of the Company, except where the business or enterprise in which theCovered Person or family member holds a financial interest is publicly owned,and such financial interest constitutes less than one percent (1%) of theownership of that business or enterprise;

 

(c)           Accepts a membership onthe board of directors, or serves as a consultant or advisor to any board orany management, of a business that is a present or potential competitor,customer, supplier or contractor of the Company, unless such relationship ispre-approved in writing by the Company’s president, or if the conflict ofinterest involves an executive officer or director, by a majority of theindependent members of the board of directors;

 

(d)           Engages in anytransaction involving the Company, from which the Covered Person or familymember can benefit financially or otherwise, apart from the usual compensationreceived in the ordinary course of business. Such transactions include lending or borrowing money, guaranteeing debts,or accepting gifts, entertainment or favors from a present or potentialcompetitor, customer, supplier or contractor of the Company; or

 

(e)           Uses or discloses anyunpublished information regarding the Company, obtained by a Covered Person inconnection with his or her employment, for personal benefit.

 

For purposes of this Code, a “family member”includes a spouse, parent, child, sibling, father-in-law, mother-in law,brother-in-law, sister-in-law, son-in law, daughter-in-law, and any personliving in the same household as the Covered Person.  All actual or apparent conflicts of interestmust be handled honestly and ethically. If a Covered Person suspects that he or she may have a conflict ofinterest, that Covered Person is required to report the situation to, and toseek guidance from, his or her immediate supervisor or senior management, asappropriate.  For purposes of this Code,directors and officers shall report any such conflict or potential conflictsituations to the rest of the board of directors.  Other employees of the Company shall reportany such situations to their immediate supervisor.  It is the responsibility of the board ofdirectors, as applicable, to determine if a conflict of interest exists orwhether such situation is likely to impair the Covered Person’s ability toperform his or her assigned duties with the Company, and if such situation isdetermined to present a conflict, to determine the necessary resolution.

 

Loans are expressly prohibited from the Company to alldirectors and officers.

 

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## **IV.**           Compliancewith Applicable Laws, Rules and Regulations

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Full compliance with all applicable laws, rules andregulations, and applicable rules and listing standards of any nationalsecurities exchange on which the Company’s securities may be listed, is one ofthe foundations on which this Company’s ethical policies are built.  All directors and executive officers of theCompany must understand and take responsibility for the Company’s compliancewith the applicable laws, rules and regulations of the cities, states andcountries in which the Company operates, and for complying with the applicable rules andlisting standards of any national securities exchange on which the Company’ssecurities may be listed.  All CoveredPersons must comply with the letter and spirit of all applicable laws, rules andregulations.

 

## **V.**            Rules toPromote Full, Fair, Accurate, Timely and Understandable Disclosure

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As a public company, the Company has a responsibilityto report financial information to security holders so that they are providedwith accurate information in all material respects about the Company’sfinancial condition and results of operations. It is the policy of the Company to fully and fairly disclose thefinancial condition of the Company in compliance with applicable accountingprinciples, laws, rules and regulations. Further, it is the Company’s policy to promote full, fair, accurate,timely and understandable disclosure in all Company reports required to befiled with or submitted to the SEC, as required by applicable laws, rules andregulations then in effect, and in other public communications made by theCompany.

 

Covered Persons may be called upon to provide orprepare necessary information to ensure that the Company’s public reports arecomplete, fair and understandable.  TheCompany expects Covered Persons to take this responsibility seriously and toprovide accurate information related to the Company’s public disclosurerequirements.

 

All books and records of the Company shall fully andfairly reflect all Company transactions in accordance with accountingprinciples generally accepted in the United States, and any other financialreporting or accounting regulations to which the Company is subject.  No entries to the Company’s books and recordsshall be made or omitted to intentionally conceal or disguise the true natureof any transaction.  Covered Personsshall maintain all Company books and records in accordance with the Company’sestablished disclosure controls and procedures and internal control overfinancial reporting, as such controls may be amended from time to time.

 

All Covered Persons must report any questionableaccounting or auditing matters that may come to their attention.  If any Covered Person has concerns orcomplaints regarding questionable accounting or auditing matters of theCompany, Covered Person shall report such matters to his or her immediatesupervisor.  If the immediate supervisoris involved in the questionable accounting or auditing matter, or does nottimely resolve the Covered Person’s concern, the Covered Person should submithis or her concerns to the board of directors. The reporting of any such matters may be done on a confidential basis,at the election of the Covered Person making the report.

 

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## **VI.**           CorporateOpportunities

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Covered Persons are prohibited from taking forthemselves or family members opportunity that is discovered through the use ofCompany property, information or position that may be of interest to theCompany unless such opportunity is first offered to the Company and the Companyaffirmatively determines not to pursue it.

 

## **VII.**         Confidentiality

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Covered Persons may become aware of non-public,proprietary information regarding the Company, its customers or its suppliers (“confidentialinformation”).  This includesinformation disseminated to employees in an effort to keep them informed or inconnection with their work activities, but with the instruction, confidentiallabeling, or reasonable expectation that the information be keptconfidential.  Confidential informationis the exclusive property of the Company, and each Covered Person must maintainin strictest confidence such confidential information, unless disclosure orother use is authorized by the Company or is legally mandated.  Furthermore, confidential information shallbe used only to further the business interests of the Company and never for theprivate gain of a Covered Person or his or her family member.

 

## **VIII.**        Tradingon Inside Information

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“Inside information” includes any non-publicinformation, whether favorable or unfavorable, that investors generallyconsider important in making investment decisions.  Examples include financial results not yetreleased, imminent regulatory approval or disapproval of a drug, litigationthat has been threatened, or other significant facts about a business.  No inside information obtained as the resultof employment at, or a director’s service on the Board of, the Company may beused for personal profit or as the basis for a “tip” to others, unless suchinformation is first made generally available to the public by means of a pressrelease or other filing with the SEC. Trading on inside information is also a violation of federal securitieslaws.

 

## **IX.**           Protectionand Proper Use of Company Assets

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Covered Persons should protect the Company’s assetsand ensure their efficient use.  Theft,carelessness and waste have an adverse impact on the Company and itsprofitability.  Company assets may onlybe used for legitimate Company business purposes, and Covered Persons may notuse Company property, information or position for personal gain, or for thegain of family members.

 

## **X.**            IntellectualProperty

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The Company expends a great deal of time, effort andmoney to protect its intellectual property. The Company is sensitive to issues regarding the improper use of itsintellectual property and avoiding the improper use of intellectual property ofothers, including but not limited to copyrights, trademarks, trade secrets andpatents.  In fulfillment of its legalobligations with respect to intellectual property rights, the Company adheresto copyright laws, including the application of those laws to copyrighted workin print, video, music, computer software or other electronic formats.  Covered Persons must not make anyunauthorized reproduction of any copyrighted work.

 

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## **XI.**           ReportingViolations of the Code

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Questions of interpretation or application of thisCode with respect to a particular situation should be addressed orally or inwriting to a Covered Person’s immediate supervisor or to the board ofdirectors, as appropriate, and will be handled discreetly.  Any Covered Person who becomes aware of anyviolation of this Code must promptly bring the violation to the attention ofthe appropriate party as follows: directors and the Company’s officers shallreport on a confidential basis any violations to the chairman of the board ofdirectors of the Company; all other employees of the Company shall report anyviolations to the Company’s president. All issues of non-compliance with this Code will be reviewed andevaluated according to the circumstances and severity of the problem.  Senior management will take such actions asit deems appropriate, which can include disciplinary action up to and includingtermination of employment, legal action, and other measures.

 

## **XII.**         Compliancewith the Code

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All issues of non-compliance with this Code will bereviewed and evaluated according to the circumstances and severity of theproblem.  Senior management will takesuch actions as it deems appropriate, which can include disciplinary action upto and including termination of employment, legal action, and other measures.

 

## **XIII.**        Waiverof the Code

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Any waiver of this Code must be approved by a majorityof the independent directors on the board of directors, or by an authorizedcommittee of the board of directors comprised solely of independent directors,and will be disclosed as required by law, SEC regulations, or the rules andlisting standards of any national securities exchange on which the Company’ssecurities may be listed.

 

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