WRASP
31, Inc.





CORPORATE
CODE OF ETHICS AND CONDUCT





Approved:  January
26, 2010





TABLE
OF CONTENTS





1.
                
                General
      Policy
                
                22.
                
                Compliance
      with the Law
                
                33.
                
                Stocks
                
                34.
                
                Confidential
      Information
                
                45.
                
                Special
      Ethical Obligations For Employees With Public Reporting
      Responsibilities
                
                46.
                
                Continuing
      Disclosure Obligations and Accuracy of Business Records
                
                57.
                
                Protection
      and Proper Use of Company Assets
                
                58.
                
                Corporate
      Opportunities
                
                69.
                
                Fair
      Dealing
                
                610.
                
                Conflicts
      of Interest
                
                611.
                
                Gifts,
      Meals and Entertainment
                
                712.
                
                Interacting
      with the Government
                
                813.
                
                Privacy
      and Employee Relations
                
                814.
                
                Market
      Competition
                
                815.
                
                Purchasing
                
                916.
                
                Political
      Contributions
                
                917.
                
                Exports
      and Imports
                
                918.
                
                Media/Public
      Relations and Governmental Inquiries
                
                1019.
                
                Response
      to Investigations or Government Inquiries
                
                1020.
                
                Document
      Retention Policy
                
                1121.
                
                Amendments
      And Waivers
                
                11Employee
      Certification and Agreement of Compliance
                
                12


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WRASP
31, Inc.





Corporate Code of Ethics and
Conduct





1.
            General
      Policy




It is the
policy of WRASP 31, Inc. (“we”,
“us”, “our,” orthe “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
Trading




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.


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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.


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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.


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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.


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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.


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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
      Relations




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.


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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.


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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.


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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


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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:


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