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Exhibit 14




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Table of Contents
 Purpose
    
    
    1Reporting Violations
    
    
    2Our Obligation to You
    
    
    3Chief Compliance Officer and Compliance Committee
    
    
    4Investigations and Enforcement
    
    
    4Your Obligation to Adams
    
    
    5Disclosure, Amendments and Waivers
    
    
    6Standards of Conduct and Ethics for Employees, Officers and Directors
    
    
    6Compliance with Laws, Rules and Regulations
    
    
    6Conflicts of Interest
    
    
    8Corporate Opportunities
    
    
    9Protection and Proper Use of Company Assets
    
    
    10Work Environment
    
    
    10Confidential and Proprietary Information
    
    
    11Fraudulent Activities
    
    
    13Integrity of Records and Compliance with Accounting Principles
    
    
    13Fair and Honest Dealing
    
    
    14Bribery, Kickbacks and Other Improper Payments, Customer and Supplier Relations
    
    
    14Ethics & Compliance in the International Community
    
    
    15Supplemental Standards for Principal Executive Officer and Other Senior Financial Officers
    
    
    16Contacts and Phone Numbers
    
    
    18Conflict of Interest Disclosure Statement
    
    
    19
  This Code is not intended to create, nor does it create, any contractual rights
related to employment.




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Purpose
    
    
    The Code should be applied both in letter and in spirit.
    
    The Code should be considered together with any applicable laws and regulations, as
well as any applicable company policies and procedures, including those in the employee
handbook.
    
    The Code applies to all of our employees, officers and directors regardless of where
they work or their positions in the overall organization.
    
    Our policy is for anyone aware of any possible violation of this Code or of any
policy or legal requirement to report the possible violation. We will not tolerate
retaliation against anyone for such reporting.
    
    We may discipline anyone who does not comply with this Code, as well as with our
other policies and procedures up to and including termination. Violations of the
standards outlined in this Code also could result in criminal penalties, civil
liabilities, or both.
  
    
    Conduct yourself in a forthright and honest manner;
    
    Be fair and considerate in all dealings;
    
    Maintain professional behavior in all relationships;
    
    Make only commitments you believe you can keep and keep such commitments;
    
    Respect the rights and dignity of all individuals; and
    
    Obey the law.
  -1-




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Principal Executive Officer and Other Senior Financial Officers
  Reporting Violations
  You can speak with your supervisor.
 You can speak directly with the Compliance Officer.
 You can call our compliance hotline.
  -2-




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Our Obligation to You
    -3-




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Chief Compliance Officer and Compliance Committee
  
    
    Receive, collect, review, process, investigate and resolve concerns and reports on
the matters described in the Code;
    
    Work with legal counsel from time to time to review the Code in connection with
current federal, state and local laws;
    
    Recommend to the Nominating and Corporate Governance and Audit Committee of the
Board of Directors any updates to the Code as they deem necessary;
    
    Present to the appropriate committee, either a copy or summary of each report
received regarding our accounting, auditing and internal auditing controls or
disclosure practices;
    
    Present directly to the Audit Committee of the Board of Directors on a periodic
basis, unless immediate attention by the Audit Committee is warranted, a copy of each
report received regarding our accounting, auditing and internal auditing controls or
disclosure practices;
    
    Coordinate the establishment of programs to educate you about the Code and
compliance issues with human resources;
    
    Provide guidance on the meaning and application of the Code;
    
    Communicate with independent contractors and agents about the Code, as necessary;
    
    Monitor and audit compliance with the Code; and
    
    Periodically report to management, the Nominating and Corporate Governance Committee
and Audit Committee of the Board of Directors on implementation and effectiveness of
the Code and other compliance matters.
 Investigations and Enforcement
  -4-




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Your Obligation to Us
  
    
    You are responsible for complying with the law and behaving in an ethical
manner.
    
    This Code cannot anticipate every possible situation or cover every topic in
detail. From time-to-time, we may establish special policies to address specific
subjects. If you are unclear about a situation, stop and ask for guidance before
taking action.
    
    Failure to obey laws and regulations violates this Code and may expose both you
and us to criminal or civil sanctions. Any violation of this Code or other of our
policies may result in disciplinary action, up to and including termination. We
may also seek civil remedies from you and even refer criminal misconduct to law
enforcement agencies.
    
    You are responsible for reporting possible violations of this Code to us.
    
    If you have a question about a topic covered in this Code or a concern regarding
 -5-




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any conduct, please speak with your supervisor or with the Compliance Officer.
    
    If you are uncomfortable speaking with any of these people or you wish to remain
anonymous, you may call the Compliance Line at 1-888-475-8376 (your call is free).
 Disclosure, Amendments and Waivers
 Disclosure
 e.g.
 Amendments
  Waivers
  Standards of Conduct and ethics for employees, officers and directors
 Compliance with Laws, Rules and Regulations
  -6-




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Antitrust Laws
  
    
    agreements to fix prices, bid rigging, market allocation and collusion (including price
sharing) with competitors;
    
    boycotts, certain exclusive dealing arrangements and price discrimination agreements;
and
    
    unfair trade practices, including bribery, misappropriation of trade secrets, deception,
intimidation and similar unfair practices.
 Environmental Laws
  Discrimination Laws
    -7-




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Insider Trading
  Political Process
  Conflicts of Interest
    Outside Financial Interests
 
    
    Ownership or other interest in or employment by any outside
concern that does business
 -8-




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with us.
    
    Conducting business, not on our behalf, with any of our vendors,
suppliers, contractors, agencies, or any of their directors,
officers or employees.
    
    Representing us in any transaction in which you, or a family
member, have a substantial personal interest.
    
    Disclosure or use of our confidential, special or inside
information for your, or a family members, personal profit or
advantage.
    
    Competing with us directly or indirectly, in the purchase, sale or
ownership of property or services or business investment
opportunities.
 Services for Competitors/Vendors
  Participation on Boards of Directors/Trustees
 
    
    We encourage you to participate in community organizations and
those within the industry that we serve. In order to avoid any
conflict of interest, or appearance of a conflict, that could
arise from your service as a director of another organization, you
must obtain approval from the Compliance Officer prior to serving
as a member of the board of directors/trustees of any business,
industry or community organization.
    
    We retain the right to prohibit your membership on any board of
directors/trustees where such membership might conflict with our
best interests.
    
    You must disclose all board of directors/trustees activities in
your Conflict of Interest Disclosure Statement.
 Corporate Opportunities
  -9-




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Protection and Proper Use of Company Assets
  Personal Use of Corporate Assets
  Use of Company Software
  Computer Resources/E-mail
  Work Environment
 -10-




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Confidential and Proprietary Information
 Confidentiality
    Intellectual Property and Proprietary Information
     -11-




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Records Management
   -12-




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Personnel Actions/Decisions
  Fraudulent Activities
  Integrity of Records and compliance  with Accounting Principles
   -13-




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Fair and Honest Dealing
  Bribery, Kickbacks and Other Improper Payments; Customer and Supplier Relations
 General
  Selling to Customers
  Choosing Suppliers
  Business Courtesies and Inducements
  -14-




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Dealings with Government Agencies
  Ethics & Compliance in the International Community
   -15-




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Foreign Corrupt Practices Act
  Anti-Boycott Laws
  Treasury Embargo Sanctions
  Export Control Restriction
   Supplemental Standards for Principal Executive Officer and Other Senior Financial Officers
  -16-




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Integrity and Accuracy of Public Disclosures
  Accounting Treatment
  -17-




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Contacts and Phone Numbers
 Corporate Compliance Officer
    
    
    (908) 879-1410Walter Riehemann
    
    wriehemann@adamsrt.comHuman Resources Contact
    
    
    (908) 879-1405Laurie Shan
    
    lshah@adamsrt.comCompliance Line
    
    
    1-888-475-8376
  This Code is not intended to create, nor does it create, any contractual rights related to
employment.
 -18-




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Conflict of Interest Disclosure Statement
  Entity
    
    
    
    Title
    
    CompensationDate of Disclosure Statement
    
    
    
    Print NameSignature
  Contact or Nature ofRelationship withNature and %
    
    Adams RespiratoryFamily Member
    
    Entity
    
    
    
    Ownership
    
    Therapeutics, Inc.Date of Disclosure Statement
    
    
    
    Print NameSignature
 -19-




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Certification and Acknowledgement of Receipt
of Code of Business Conduct and Ethics
      -20-