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**Standards of Conduct*****Conflicts of Interest***     Anthera recognizes and respects the right of its directors, officers and employees to engagein outside activities which they may deem proper and desirable, provided that these activities donot impair or interfere with the performance of their duties to the Company or their ability to actin Anthera’s best interests. In most, if not all, cases this will mean that our directors,officers and employees must avoid situations that present a potential or actual conflict betweentheir personal interests and Anthera’s interests.     A “conflict of interest” occurs when a director’s, officer’s or employee’s personal interestinterferes with Anthera’s interests. Conflicts of interest may arise in many situations. Forexample, conflicts of interest may occur when a director, officer or employee or his or herimmediate family member receives some personal benefit (whether improper or not) as a result of thedirector’s, officer’s or employee’s position with Anthera. Each individual’s situation isdifferent and in evaluating his or her own situation, a director, officer or employee will have toconsider many factors.     Any material transaction or relationship that reasonably could be expected to give rise to aconflict of interest should be reported promptly to the Compliance Officer. The Compliance Officermay notify the Board of Directors or a committee thereof as he or she deems appropriate.***Compliance with Laws, Rules and Regulations***     Anthera seeks to conduct its business in compliance with applicable laws, rules andregulations. No director, officer or employee shall engage in any unlawful activity in conductingAnthera’s business or in performing his or her day-to-day company duties, nor shall any director,officer or employee instruct others to do so.***Corporate Opportunities***     Employees, officers and directors owe a duty to Anthera to advance its legitimate businessinterests when the opportunity to do so arises. Each employee, officer and director is prohibitedfrom:**•** diverting to himself or herself or to others any opportunities that are discoveredthrough the use of Anthera’s property or information or as a result of his or herposition with Anthera unless such opportunity has first been presented to, and rejectedby, Anthera, or **•** using Anthera’s property or information or his or her position for improper personalgain.
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***Confidentiality***     Confidential information generated and gathered in Anthera’s business plays a vital role inAnthera’s business, prospects and ability to compete. “Confidential information” includes (i) allnon-public information that might be of use to competitors or harmful to the Company or itscustomers if disclosed, (ii) information that is disclosed by or on behalf of Anthera to directors,officers or employees in connection with services provided to Anthera by such directors, officersand employees, or (iii) non-public information that is developed or generated by such directors,officer and employees in the course of providing such services. Directors, officers and employeesmay not disclose or distribute Anthera’s confidential information, except when disclosure isauthorized by Anthera or required by applicable law, rule or regulation or pursuant to anapplicable legal proceeding. Directors, officers and employees shall use confidential informationsolely for legitimate company purposes, except to the extent authorized by Anthera’s Board ofDirectors. Directors, officers and employees must return all of Anthera’s confidential and/orproprietary information in their possession to Anthera when they cease to be employed by or tootherwise serve Anthera.***Fair Dealing***     Competing vigorously, yet lawfully, with competitors and establishing advantageous, but fair,business relationships with customers and suppliers is a part of the foundation for long-termsuccess. However, unlawful and unethical conduct, which may lead to short-term gains, may damage acompany’s reputation and long-term business prospects. Accordingly, it is Anthera’s policy thatdirectors, officers and employees must endeavor to deal ethically and lawfully with Anthera’scustomers, suppliers, competitors and employees in all business dealings on Anthera’s behalf. Nodirector, officer or employee should take unfair advantage of another person in business dealingson Anthera’s behalf through the abuse of privileged or confidential information or through impropermanipulation, concealment or misrepresentation of material facts.***Accuracy of Records***     The integrity, reliability and accuracy in all material respects of Anthera’s books, recordsand financial statements is fundamental to Anthera’s continued and future business success. Nodirector, officer or employee may cause Anthera to enter into a transaction with the intent todocument or record it in a deceptive or unlawful manner. In addition, no director, officer oremployee may create any false or artificial documentation or book entry for any transaction enteredinto by Anthera. Similarly, officers and employees who have responsibility for accounting andfinancial reporting matters have a responsibility to accurately record all funds, assets andtransactions on Anthera’s books and records.***Quality of Public Disclosures***     Anthera is committed to providing its shareholders with information about its financialcondition and results of operations as required by the securities laws of the United States. It isAnthera’s policy that the reports and documents it files with or submits to the Securities andExchange Commission, and its earnings releases and similar public communications made by Anthera,include fair, timely and understandable disclosure. Officers and employees who are
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responsible for these filings and disclosures, including Anthera’s principal executive,financial and accounting officers, must use reasonable judgment and perform their responsibilitieshonestly, ethically and objectively in order to ensure that this disclosure policy is fulfilled.Anthera’s Disclosure Committee are primarily responsible for monitoring Anthera’s publicdisclosure.
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**Compliance Procedures*****Communication of Code***     All directors, officers and employees will be supplied with a copy of the Code upon beginningservice at Anthera. Updates of the Code will be provided from time to time. A copy of the Code isalso available to all directors, officers and employees by requesting one from the human resourcesdepartment or by accessing the company’s website at www.anthera.com.***Monitoring Compliance and Disciplinary Action***     Anthera’s management, under the supervision of its Board of Directors or a committee thereofor, in the case of accounting, internal accounting controls or auditing matters, the AuditCommittee, shall take reasonable steps from time to time to (i) monitor and (ii) when appropriate,impose and enforce appropriate disciplinary measures for violations of the Code.     Disciplinary measures for violations of the Code may include, but are not limited to,counseling, oral or written reprimands, warnings, probation or suspension with or without pay,demotions, reductions in salary, termination of employment or service and restitution.     Anthera’s management shall periodically report to the Board of Directors or a committeethereof on these compliance efforts including, without limitation, periodic reporting of allegedviolations of the Code and the actions taken with respect to any such violation.***Reporting Concerns/Receiving Advice***     **Communication Channels**     *Be Proactive.*Every employee is encouraged to act proactively by asking questions, seekingguidance and reporting suspected violations of the Code and other policies and procedures ofAnthera, as well as any violation or suspected violation of applicable law, rule or regulationarising in the conduct of the Anthera’s business or occurring on Anthera’s property. **If anyemployee believes that actions have taken place, may be taking place, or may be about to take placethat violate or would violate the Code, he or she is obligated to bring the matter to the attentionof Anthera.**     *Seeking Guidance.*The best starting point for an officer or employee seeking advice onethics-related issues or reporting potential violations of the Code will usually be his or hersupervisor. However, if the conduct in question involves his or her supervisor, if the employeehas reported the conduct in question to his or her supervisor and does not believe that he or shehas dealt with it properly, or if the officer or employee does not feel that he or she can discussthe matter with his or her supervisor, the employee may raise the matter with the ComplianceOfficer or the Finance Department.     *Communication Alternatives.*Any officer or employee may communicate with the ComplianceOfficer or the Finance Department by any of the following methods:
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 **•** In writing (which may be done anonymously as set forth below under “Reporting;Anonymity; Retaliation”), addressed to the Compliance Officer or the FinanceDepartment, either by facsimile to (510) 856-5597 Attn: Finance Department or by U.S.mail to Anthera Pharmaceuticals, Inc., Finance Department, 25801 Industrial Blvd, SuiteB, Hayward, CA 94545;  **•** By e-mail to clowe@anthera.com (anonymity cannot be maintained); or  **•** By phoning the employee feedback line (the “Feedback Line”) which we haveestablished for receipt of questions and reports of potential violations of the Code.The Feedback Line may be reached at (866) 265-1760 and calls may be made anonymously asset forth below under “Reporting; Anonymity; Retaliation”.     *Reporting Accounting and Similar Concerns.*Any concerns or questions regarding potentialviolations of the Code, any other company policy or procedure or applicable law, rules orregulations involving accounting, internal accounting controls or auditing matters should bedirected to the Audit Committee or a designee of the Audit Committee. Officers and employees maycommunicate with the Audit Committee or its designee: **•** in writing to: Anthera Pharmaceuticals, Inc., Attn: Audit Committee, 25801Industrial Blvd, Suite B, Hayward, CA 94545 , or  **•** by phoning the Feedback Line.Officers and employees may use the above methods to communicate anonymously with the AuditCommittee.     *Misuse of Reporting Channels.*Employees must not use these reporting channels in bad faith orin a false or frivolous manner. Further, employees should not use the Reporting Line to reportgrievances that do not involve the Code or other ethics-related issues.     **Reporting; Anonymity; Retaliation**     When reporting suspected violations of the Code, Anthera prefers that officers and employeesidentify themselves in order to facilitate Anthera’s ability to take appropriate steps to addressthe report, including conducting any appropriate investigation. However, Anthera also recognizesthat some people may feel more comfortable reporting a suspected violation anonymously.     If an officer or employee wishes to remain anonymous, he or she may do so, and Anthera willuse reasonable efforts to protect the confidentiality of the reporting person subject to applicablelaw, rule or regulation or to any applicable legal proceedings. In the event the report is madeanonymously, however, Anthera may not have sufficient information to look into or otherwiseinvestigate or evaluate the allegations. Accordingly, persons who make reports anonymously shouldprovide as much detail as is reasonably necessary to permit Anthera to evaluate the matter(s) setforth in the anonymous report and, if appropriate, commence and conduct an appropriateinvestigation.
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     **No Retaliation**     Anthera expressly forbids any retaliation against any officer or employee who, acting in goodfaith, reports suspected misconduct. Any person who participates in any such retaliation issubject to disciplinary action, including termination.***Waivers and Amendments***     No waiver of any provisions of the Code for the benefit of a director or an executive officer(which includes without limitation, for purposes of this Code, Anthera’s principal executive,financial and accounting officers) shall be effective unless (i) approved by the Board of Directorsor, if permitted, a committee thereof, and (ii) if applicable, such waiver is promptly disclosed toAnthera’s shareholders in accordance with applicable United States securities laws and/or the rulesand regulations of the exchange or system on which the Company’s shares are traded or quoted, asthe case may be.     Any waivers of the Code for other employees may be made by the Compliance Officer, the Boardof Directors or, if permitted, a committee thereof.     All amendments to the Code must be approved by the Board of Directors or a committee thereofand, if applicable, must be promptly disclosed to Anthera’s shareholders in accordance withapplicable United States securities laws and/or the rules and regulations of the exchange or systemon which the Company’s shares are traded or quoted, as the case may be.
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