**EXHIBIT
      14.1**




**NURX
      PHARMACEUTICALS, INC.**




**CODE
      OF BUSINESS CONDUCT AND ETHICS**




**Introduction.**




NuRx
      Pharmaceuticals, Inc. and its subsidiaries (the “ Company ”)
      will
      conduct its business honestly and ethically wherever we operate. We will
      constantly attempt to improve the quality of our services, products and
      operations and will maintain a reputation for honesty, fairness, respect,
      responsibility, integrity, trust and sound business judgment. No illegal or
      unethical conduct on the part of our directors, officers or employees or their
      affiliates is in the Company’s best interest. The Company will not compromise
      its principles for short-term advantage. The honest and ethical performance
      of
      the Company is the sum of the ethics of the men and women who work here.
      Therefore, we are all expected to adhere to high standards of personal
      integrity.




This
      Code
      of Business Conduct and Ethics (this “ Code ”)
      covers
      a wide range of business practices and procedures. It does not cover every
      issue
      that may arise, but it sets out basic principles to guide all directors,
      officers and employees of the Company. All of our directors, officers and
      employees must conduct themselves accordingly and seek to avoid even the
      appearance of improper behavior. This Code should also be provided to and
      followed by the Company’s other agents and representatives, including
      consultants.




In
      accordance with applicable law and stock exchange regulations, this Code will
      be
      filed with the Securities and Exchange Commission (the “ SEC ”),
      posted on the Company’s website and/or otherwise made available for examination
      by our stockholders.




|**1.** | **Compliance
              with Applicable Laws, Rules and
              Regulations.**
|------ | ---------------------------------------------------------------------------------------



Obeying
      the law, both in letter and in spirit, is the foundation on which the Company’s
      ethical standards are built. All directors, officers and employees must respect
      and obey the laws of the United States and of the cities, states and countries
      in which we operate. In particular, all directors, officers and employees must
      comply with federal securities laws, rules and regulations that govern the
      Company.




|**2.** | **Avoidance
              of Conflicts of Interest.**
|------ | -----------------------------------------------------



The
      Company’s directors, officers and employees must never permit their personal
      interests to conflict, or even appear to conflict, with the interests of the
      Company. A “conflict of interest” exists when a person’s private interests
      interfere in any way, or even appear to interfere, with the Company’s interests.
      A conflict situation can arise when a director, officer or employee takes
      actions, or has interests, that may make it difficult to perform his or her
      Company work objectively and effectively. Conflicts of interest may also arise
      when a director, officer or employee, or a member of his or her family, receives
      improper personal benefits as a result of his or her position with the Company.
      Loans to, or guarantees of the obligations of, directors, officers and employees
      and their family members may create conflicts of interest and may also be
      illegal.




For
      example, it is a conflict of interest for a director, officer or employee to
      work simultaneously for a competitor or customer, even as a consultant or board
      member. Each director, officer and employee must be particularly careful to
      avoid representing the Company in any transaction with a third party with whom
      the director, officer or employee has any outside business affiliation or
      relationship. The best policy is to avoid any direct or indirect business
      connection with our customers and competitors, except on our
      behalf.









Conflicts
      of interest (including both actual and apparent conflicts of interest) are
      prohibited under this Code except in limited cases under guidelines or
      exceptions specifically approved in advance by the Company’s Board of Directors.




Conflicts
      of interest may not always be clear-cut, so if you have a question, you should
      consult with our Chief Executive Officer (“ CEO ”)
      or our
      legal counsel. Our CEO’s and legal counsel’s telephone numbers and addresses are
      set forth in Appendix A to the Code. Any director, officer or employee who
      becomes aware of any transaction or relationship that is a conflict of interest
      or a potential conflict of interest should bring it to the attention of our
      CEO
      or legal counsel.




|**3.** | **Bribes,
              Kickbacks and Gifts.**
|------ | ----------------------------------------------



No
      bribes, kickbacks or other similar remuneration or consideration may be given
      to
      any person or organization in order to attract or influence business activity.
      The United States Foreign Corrupt Practices Act prohibits giving anything of
      value, directly or indirectly, to officials of foreign governments or foreign
      political candidates in order to obtain or retain business. Therefore, this
      Code
      strictly prohibits making illegal payments to government officials of any
      country.




The
      Company’s directors, officers and employees are also prohibited from receiving
      or providing gifts, gratuities, fees or bonuses as an inducement to attract
      or
      influence business activity. No entertainment should ever be offered, given
      or
      accepted by any director, officer or employee (or any family member of any
      such
      person) in connection with our business activities unless it: (a) is consistent
      with customary business practices; (b) is not excessive in value; (c) cannot
      be
      construed as a bribe or payoff; and (d) does not violate any laws or
      regulations. Please discuss with our CEO or legal counsel any entertainment
      that
      you are not certain is appropriate.




|**4.** | **Confidential
              Information.**
|------ | -------------------------------------------



Our
      directors, officers and employees will often come into contact with, or have
      possession of, confidential information about the Company or our suppliers,
      customers or affiliates, and they must take all appropriate steps to assure
      that
      the confidentiality of such information is maintained. Confidential information
      includes all nonpublic information that might be of use to competitors or
      harmful to the Company if disclosed. It also includes nonpublic information
      that
      our suppliers, customers or affiliates have entrusted to us.




Confidential
      information, whether it belongs to the Company or any of our suppliers,
      customers or affiliates, may include, among other things, strategic business
      plans, actual operating results, projections of future operating results,
      marketing strategies, customer lists, personnel records, proposed acquisitions
      and divestitures, new investments, changes in dividend policies, the proposed
      issuance of additional securities, management changes or manufacturing costs,
      processes and methods. Confidential information about our Company and other
      companies, individuals and entities must be treated with sensitivity and
      discretion and only be disclosed to persons within the Company whose positions
      require use of that information or if disclosure is required by applicable
      laws,
      rules and regulations. You should consult with our CEO or legal counsel
      concerning any confidential information that you believe may need to be
      disclosed to third parties under any applicable laws, rules or
      regulations.




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|**5.** | **Insider
              Trading.**
|------ | ----------------------------------



Trading
      in the Company’s securities is covered by the Company’s Insider Trading Policy
      previously distributed to all employees, which Policy is hereby incorporated
      in
      its entirety in this Code. If you would like to receive another copy of the
      Insider Trading Policy or have any questions regarding such Policy, please
      contract our legal counsel.




|**6.** | **Public
              Disclosure of Information Required by the Securities
              Laws.**
|------ | -------------------------------------------------------------------------------------------------



The
      Company is a public company that is required to file various reports and other
      documents with the SEC. An objective of this Code is to ensure full, fair,
      accurate, timely and understandable disclosure in the reports and other
      documents that we file with, or otherwise submit to, the SEC and in the press
      releases and other public communications that we distribute.




The
      federal securities laws, rules and regulations require the Company to maintain
      “disclosure controls and procedures,” which are controls and other procedures
      that are designed to ensure that financial information and non-financial
      information that is required to be disclosed by us in the reports that we file
      with or otherwise submit to the SEC (i) is recorded, processed, summarized
      and
      reported within the time periods required by applicable federal securities
      laws,
      rules and regulations and (ii) is accumulated and communicated to our
      management, including our President or CEO and Chief Financial Officer
      (“ CFO ”),
      in a
      manner allowing timely decisions by them regarding required disclosure in the
      reports.




Some
      of
      our directors, officers and employees will be asked to assist management in
      the
      preparation and review of the reports that we file with the SEC, including
      recording, processing, summarizing and reporting to management information
      for
      inclusion in these reports. If you are asked to assist in this process, you
      must
      comply with all disclosure controls and procedures that are communicated to
      you
      by management regarding the preparation of these reports. You must also perform
      with diligence any responsibilities that are assigned to you by management
      in
      connection with the preparation and review of these reports, and you may be
      asked to sign a certification to the effect that you have performed your
      assigned responsibilities.




SEC
      regulations impose upon our President, CEO and CFO various obligations in
      connection with annual and quarterly reports that we file with the SEC,
      including responsibility for:




|· | Establishing
              and maintaining disclosure controls and procedures and internal control
              over financial reporting that, among other things, ensure that material
              information relating to the Company is made known to them on a timely
              basis;
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|· | Designing
              the Company’s internal control over financial reporting to provide
              reasonable assurances that the Company’s financial statements are fairly
              presented in conformity with generally accepted accounting principles;
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|· | Evaluating
              the effectiveness of the Company’s disclosure controls and procedures and
              internal control over financial
              reporting;
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|· | Disclosing
              (i) specified deficiencies and weaknesses in the design or operation
              of
              the Company’s internal control over financial reporting, (ii) fraud that
              involves management or other employees who have a significant role
              in the
              Company’s internal control over financial reporting, and (iii) specified
              changes relating to the Company’s internal control over financial
              reporting; and
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|· | Providing
              certifications in the Company’s annual and quarterly reports regarding the
              above items and other specified matters.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------



This
      Code
      requires our President or CEO and CFO to carry out their designated
      responsibilities in connection with our annual and quarterly reports, and this
      Code requires you, if asked, to assist our executive officers in performing
      their responsibilities under these SEC regulations.




|**7.** | **Record-Keeping.**
|------ | -------------------



The
      Company requires honest and accurate recording and reporting of information
      in
      order to make responsible business decisions. For example, only the true and
      actual number of hours worked should be reported. Also, business expense
      accounts must be documented and recorded accurately. If you are not sure whether
      a certain expense is legitimate, ask our CFO.




All
      of
      the Company’s books, records, accounts and financial statements must be
      maintained in reasonable detail, must accurately and appropriately reflect
      the
      Company’s transactions and must conform both to applicable legal requirements
      and to the Company’s internal control over financial reporting and disclosure
      controls and procedures. All transactions must be recorded in a manner that
      will
      present accurately and fairly our financial condition, results of operations
      and
      cash flows and that will permit us to prepare financial statements that are
      accurate, complete and in full compliance with applicable laws, rules and
      regulations. Unrecorded or “off the books” funds or assets should not be
      maintained unless expressly permitted by applicable laws, rules and
      regulations.




Business
      records and communications often become public, and we should avoid
      exaggeration, derogatory remarks, guesswork or inappropriate characterizations
      of people and companies that can be misunderstood. This applies equally to
      e-mail, internal memoranda and formal reports.




Records
      should be retained in accordance with the Company’s record retention policies,
      and records should be destroyed only if expressly permitted by our record
      retention policies and applicable laws, rules and regulations. If you become
      the
      subject of a subpoena, lawsuit or governmental investigation relating to your
      work at the Company, please contact our CEO or legal counsel
      immediately.




|**8.** | **Corporate
              Opportunities.**
|------ | ------------------------------------------



Directors,
      officers and employees are prohibited from taking for themselves personally
      opportunities that are discovered through the use of the Company’s property or
      confidential information or as a result of their position with the Company,
      except upon the prior written consent of the Board of Directors. No director,
      officer or employee may use corporate property, information or position for
      improper personal gain; no director, officer or employee may use Company
      contacts to advance his or her private business or personal interests at the
      expense of the Company or its customers, suppliers or affiliates; and no
      director, officer or employee may directly or indirectly compete with the
      Company. Directors, officers and employees owe a duty to the Company to advance
      its legitimate interests when the opportunity to do so arises.




|**9.** | **Competition
              and Fair Dealing.**
|------ | -----------------------------------------------



We
      seek
      to outperform our competition fairly and honestly. We seek competitive advantage
      through superior performance, never through unethical or illegal business
      practices. Stealing proprietary information, possessing trade secret information
      that was obtained without the owner’s consent, or inducing such disclosures by
      past or present employees of other companies is prohibited. Each director,
      officer and employee should endeavor to respect the rights of and deal fairly
      with the Company’s customers, suppliers, competitors and affiliates. No
      director, officer or employee should take unfair advantage of anyone through
      manipulation, concealment, abuse of privileged information, misrepresentation
      of
      material facts or any other intentional unfair-dealing practice.




4


To
      maintain the Company’s valuable reputation, compliance with our quality
      processes and safety requirements is essential. In the context of ethics,
      quality requires that our products and services be designed to meet our
      obligations to customers. All inspection and testing documents must be handled
      in accordance with all applicable laws, rules and regulations.




|**10.** | **Protection
              and Proper Use of Company Assets.**
|------- | --------------------------------------------------------------



Directors,
      officers and employees should endeavor to protect the Company’s assets and
      ensure their efficient use. Theft, carelessness and waste have a direct impact
      on the Company’s profitability. Any suspected incident of fraud or theft should
      be immediately reported for investigation. Company equipment should not be
      used
      for non-Company business, though incidental personal use of items such as
      telephones and computers may be permitted pursuant to written policies approved
      by the Board of Directors.




The
      obligation of directors, officers and employees to protect the Company’s assets
      includes its proprietary information. Proprietary information includes
      intellectual property such as trade secrets, patents, trademarks and copyrights,
      as well as business, marketing and service plans, engineering and manufacturing
      ideas, designs, databases, records, salary information and any unpublished
      financial data and reports. Unauthorized use or distribution of this information
      would violate Company policy. It could also be illegal and result in civil
      or
      even criminal penalties.




|**11.** | **Discrimination
              and Harassment.**
|------- | ------------------------------------------------



The
      diversity of the Company’s directors, officers and employees is a tremendous
      asset. We are firmly committed to providing equal opportunity in all aspects
      of
      employment and will not tolerate any illegal discrimination or harassment or
      any
      kind. Examples include derogatory comments based on racial or ethnic
      characteristics and unwelcome sexual advances.




|**12.** | **Health
              and Safety.**
|------- | ------------------------------------



The
      Company strives to provide each director, officer and employee with a safe
      and
      healthful work environment. Each director, officer and employee has
      responsibility for maintaining a safe and healthy workplace for all other
      persons by following safety and health rules and practices and reporting
      accidents, injuries and unsafe equipment, practices or conditions.




Violence
      and threatening behavior are not permitted. Directors, officers and employees
      should report to work in condition to perform their duties, free from the
      influence of illegal drugs or alcohol. The use of illegal drugs or alcohol
      in
      the workplace will not be tolerated.




|**13.** | **Waivers
              and Amendments of the Code of Business Conduct and
              Ethics.**
|------- | --------------------------------------------------------------------------------------------------



A
      waiver
      of any provision of this Code may be granted to any director, officer or
      employee only by the Company’s Board of Directors, or a designated committee of
      the Board of Directors, and any such waiver promptly will be publicly disclosed
      to the extent required by law or stock exchange regulations.




This
      Code
      can be amended only by the Board of Directors, and any such amendment promptly
      will be publicly disclosed as required by law or stock exchange
      regulations.




5




|**14.** | **Enforcement
              of the Code of Business Conduct and
              Ethics.**
|------- | ---------------------------------------------------------------------------------------



A
      violation of this Code by any director, officer or employee will be subject
      to
      disciplinary action, including possible termination of employment. The degree
      of
      discipline imposed by the Company may be influenced by whether the person who
      violated this Code voluntarily disclosed the violation to the Company and
      cooperated with the Company in any subsequent investigation. In some cases,
      a
      violation of this Code may constitute a criminal offense that is subject to
      prosecution by federal or state authorities.




|**15.** | **Compliance
              Procedures; Reporting Misconduct or Other Ethical
              Violations.**
|------- | --------------------------------------------------------------------------------------------------------



Directors,
      officers and employees should promptly report any unethical, dishonest or
      illegal behavior, or any other violation of this Code or of other Company
      policies and procedures, to our CEO or our legal counsel. Their telephone
      numbers and addresses are set forth in Appendix A to this Code. All complaints
      with respect to questionable accounting or auditing matters should be made
      to
      the Chairman of our Audit Committee and may be made anonymously and will be
      confidential.




If
      you
      ever have any doubt about whether your conduct or that of another person
      violates this Code or compromises the Company’s reputation, please discuss the
      issue with our CEO or our legal counsel.




The
      Company’s policy is not to allow retaliation for a report of unethical,
      dishonest or illegal behavior, or of any other violation of this Code or of
      other Company policies and procedures, if the report about another person’s
      conduct is made in good faith by a director, officer or employee. Directors,
      officers and employees are expected to cooperate in internal investigations
      regarding possible unethical, dishonest or illegal behavior or any other
      possible violation of this Code or of other Company policies and
      procedures.




6


**APPENDIX
      A**




Chief
                Executive Officer:Harin
                Padma-Nathan
              18
                Technology, Suite 130
              Irvine,
                California 92618
              Telephone:(949)
                336-7111Legal
                Counsel:David
                L. Ficksman
              Troy
                & Gould Professional Corporation
              1801
                Century Park East, Suite 1600
              Los
                Angeles, California 90067
              Telephone:(310)
                553-4441




APPENDIX
          A




**ACKNOWLEDGMENT
      AND CERTIFICATION**





The
      undersigned hereby acknowledges and certifies that the undersigned:




|(a) | has
              read and understands the NuRx Pharmaceuticals, Inc. Code of Business
              Conduct and Ethics (the “Code of
              Ethics”);
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------



|(b) | understands
              that NuRx Pharmaceuticals, Inc.’s Chief Executive Officer and legal
              counsel are available to answer any questions the undersigned has
              regarding the Code of Ethics; and
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(c) | will
              continue to comply with the Code of Ethics for as long as the undersigned
              is subject thereto.
|--- | ------------------------------------------------------------------------------------------------------------------------------






Signature:Date:Print 
Name: