EXHIBIT
14


APPLIED
NEUROSOLUTIONS, INC.


CODE
OF ETHICS AND BUSINESS CONDUCT


EFFECTIVE
AS OF JUNE 1, 2005


(UPDATED
AS OF JANUARY 2009)





This Code
of Ethics and Business Conduct (“Code”) applies to all employees, officers and
directors of Applied NeuroSolutions, Inc. and its subsidiaries (“APNS” or the
“Company”).  This Code sets forth general
principles.  Certain of the principles set forth herein are further
addressed in specific policies and procedures set forth in APNS’ Policy
Statement on Insider Trading relating to insider trading in securities of
Applied NeuroSolutions, Inc. and confidentiality of information (the “Insider
Trading Policy”) previously adopted by APNS.  This Code is not
intended to limit or modify the Insider Trading Policy.





1.           Compliance
with laws, rules and regulations





The
Company expects you to comply with the letter and spirit of all applicable laws,
rules and regulations.  Illegal conduct can never be in the Company’s
best interests.  No employee, officer or director will enter into any
transaction on the Company’s behalf that he or she knows or should know would
violate any law or regulation, nor should any person assist any third party in
violating any law or regulation, whether or not such assistance in itself is a
violation.  The laws and regulations with which each department and
location of APNS must comply will vary.  Each employee, officer and
director is responsible for knowing the specific laws and regulations that
affect him or her.  If you have any questions about your obligations
under any applicable law, you should seek advice from your supervisor, or the
Chief Executive Officer or Chief Financial Officer, or APNS’ outside counsel,
Eilenberg Krause & Paul LLP (Adam Eilenberg, Email: ade@ezlaw.com;
telephone: 212-986-9700, ext. 323; or William Dauber, Email: wdauber@ezlaw.com;
telephone: or 212-986-9700, ext. 337).





The
following is a non-exclusive list of laws to which all employees, officers and
directors of APNS must adhere:





Accurate
Books and Records





All
funds, other assets and transactions of the Company must be properly documented,
fully accounted for and promptly and accurately recorded in the Company’s books
and records in conformity with accounting principles generally accepted in the
United States of America (GAAP), and in the case of any subsidiary of the
Company located outside the United States, in conformity with accounting
principles generally accepted in the country in which such subsidiary
operates.  The Company will adhere to the intent of the accounting and
disclosure requirements established by the U.S. Securities and Exchange
Commission (the “SEC”).  No employees, officers or directors may
engage in the making of false or fictitious entries in Company books or records
(including employee timesheets) with respect to Company transactions or the
disposition of Company assets.





1


Insider
Trading and Securities Law Compliance





Each
employee, officer or director shall fully comply with the Company’s Insider
Trading Policy, and shall not, directly or indirectly, (i) disclose material
non-public Company information to a third party or (ii) purchase and/or sell (or
advise someone else to purchase or sell) the Company’s stock except in
accordance with the Insider Trading Policy.  The Company has given
each employee, officer and director a copy of the Insider Trading
Policy.  If you have lost your copy, you may obtain a new one from the
Chief Financial Officer of the Company.





Political
Contributions





Employees
shall not use Company funds for contributions of any kind to any political party
or committee in the United States or any foreign country, or to any candidate
for or holder of any office of any government, national, state or
local.





Workplace
Health and Safety Laws





The
Company will conduct its operations in compliance with all applicable
environmental and health and safety laws and regulations, in keeping with good
corporate citizenship and with a positive commitment to the protection of the
natural and workplace environments.  Workplace health and safety laws
will vary among departments and locations.  You are responsible for
knowing the specific laws and regulations that affect your job and
location.





2.           Conflicts
of Interest





A
“conflict of interest” occurs when an individual’s personal interest interferes
or has the appearance of interfering with the interests of APNS.  The
Company expects you to exercise care to ensure that conflicts of interest are
avoided.  This Code establishes only the framework within which APNS
wishes the business to operate.  The purpose of the guidelines set
forth in this Code is to provide general direction so that employees, officers
and directors can seek further clarification on issues related to the subject of
acceptable standards of operation.  Please contact the Chief Executive
Officer, the Chief Financial Officer or the outside counsel identified in
Section 1 of this Code about conflicts of interest.





Private
Investments, Co-investments and Outside Business Activities by Employees and
Officers





Private investments, co-investments and
outside business activities may create conflicts of interest and other
complications for employees and officers and outside, non-employee
directors.  Therefore,





(a)           Without
the prior written consent of the Chief Executive Officer or the Chief Financial
Officer, employees and officers may not:





(i)
            make
      a co-investment with APNS;


(ii)
            be
      engaged in any other business;


(iii)
            be
      employed or compensated by any other person;
or


(iv)
            serve
      as an officer, partner or employee of another
  organization.





2


Outside,
non-employee directors are subject to the requirements of Section 2(g) of this
Code.





(b)           Prior
to making such an investment or engaging in such outside business activity, an
employee or officer or director must submit to his or her supervisor and to the
Chief Executive Officer or the Chief Financial Officer a memorandum describing
in detail all aspects of the proposed investment or proposed outside business
activity.  If the Chief Executive Officer or Chief Financial Officer
approves the proposed investment or outside business activity, the Chief
Executive Officer or Chief Financial Officer will notify the employee or officer
in writing.  Such approval may be given subject to restrictions or
qualifications and is revocable at any time.





(c)           If
an employee or officer has received approval to engage in outside activities,
such person may not imply that he or she is acting on behalf of, or as a
representative of, APNS, and the person may not use APNS’ offices, telephones,
computer equipment or stationery for any purpose not directly related to APNS’
business.





(d)           Employees
and officers should note that use of APNS’ telephones, computer equipment or
stationery for charitable or civic purposes or outside activity is only
permitted with the express prior approval of the Chief Executive Officer or
Chief Financial Officer.  Employees or officers may not offer APNS’
services in lieu of cash donations to charitable or civic
organizations.





(e)           Employees
and officers have an ongoing responsibility to report any change in status with
respect to a previously approved investment or outside activity.





(f)           Employees
and officers should consult the Chief Executive Officer or Chief Financial
Officer if they are in doubt as to whether an investment or outside business
activity of any type is covered by this Code.





(g)           Although
these restrictions outlined above do not specifically cover APNS’ outside,
non-employee directors, such persons must also assure that no conflicts of
interest arise in their relationship with APNS.  However, a
non-employee director may be affiliated with a company with which APNS has a
business relationship (such as a supplier, an investor, or a licensee or
customer), provided that the nature of such affiliation and business
relationship is disclosed to the Board of Directors of APNS (the “Board”) and
the Board approves such affiliation and business relationship (with the
interested director not participating in the vote).





Gifts
and Gratuities





Employees, officers and directors must
not take, accept or receive directly or indirectly, from any person compensation
of any nature as a bonus, commission, fee gratuity or other consideration for
business sought or procured by such persons or APNS.  In addition,
such persons must not directly or indirectly give anything of value, including
gratuities, in excess of $100 per individual per year to any person or
entity.  Employees, officers or directors must obtain the prior
written approval of the Chief Executive Officer or Chief Financial Officer
before giving anything of value in any amount.  APNS may maintain a
separate record of all such payments.





3


3.           Loans





Executive
officers and directors may not obtain loans from the Company.  Any
loan to other employees must be approved by the Chief Executive Officer or the
Chief Financial Officer or by the Board.





4.           Corporate
Opportunities





You owe a
duty to the Company to advance the Company’s legitimate business interests when
the opportunity to do so arises.  You may not (i) take for yourself
(or direct to a third party) any opportunity that is discovered through the use
of Company property, information or position and relates to any line of business
in which the Company engages (unless the Company has already been offered the
opportunity and turns it down), (ii) use Company information or position for
personal gain or (iii) compete with the Company.





5.           Protection
and Proper Use of Company Property





You must
make reasonable efforts to safeguard Company property within your control from
loss, theft or unauthorized use. You may only use Company property for
legitimate business purposes of the Company, subject to the
following:





(a)           The
Company may authorize an employee, officer or director to use specific Company
property as a “perquisite” element of his or her compensation.  Any
such authorization for an executive officer or director must be given by the
Board or the Compensation Committee and disclosed as compensation to the extent
required by SEC rules. Any such authorization for any other employee must be
given by an executive officer.





(b)           The
foregoing policy does not preclude occasional personal use of the Company’s
electronic communications systems, provided that such use: (i) does not
interfere with the performance of your job or other duties to the Company, (ii)
does not diminish productivity and (iii) does not violate any specific policies
of the Company regarding use of its electronic communication
systems.





6.           Confidentiality





You must
maintain the confidentiality of any confidential information that you learn
concerning APNS and any other company with whom the Company has a business
relationship in accordance with the provisions of the Insider Trading Policy,
and with the terms of any confidentiality agreement and/or employment agreement
you have entered into with the Company.








4


7.           SEC Reporting and Public
Communications.





APNS
strives to have full, fair, accurate, timely and understandable disclosure in
all reports that APNS files or submits to the SEC and in APNS’ other public
communications. In furtherance of this objective, APNS expects that all persons
involved in the preparation or review of APNS’ SEC reports will (i) be familiar
with the “disclosure controls and procedures” that APNS has adopted as required
by the Securities Exchange Act of 1934, (ii) follow such procedures, and (iii)
bring to the attention of the Chief Financial Officer or the Company’s outside
counsel identified in Section 1 of this Code any material deviations from such
procedures.  If you become aware of any credible information that
would place in doubt the accuracy in any material respect any of the Company’s
SEC reports or other public disclosures, you should bring such information to
the attention of the Company’s Chief Financial Officer or the Company’s outside
counsel identified in Section 1 of this Code.  You may also bring the
matter to the attention of the Audit Committee in the manner described in
Section 10 of this Code.





8.           Books
and Records





The
Company’s books and records must be prepared accurately and maintained properly
in accordance with the Company’s records management policies and all applicable
laws and regulations.  No false entries may be made in the Company’s
records for any reason.  In no circumstances is it ever appropriate
for an APNS employee, officer or director to sign another person’s name on any
document whatsoever.  You must not accommodate any requests by any
person to falsify signatures on documents or other APNS records in any
circumstances.





Generally,
the Company expects that you will:




·
            not
      conceal any financial or bookkeeping
  irregularity;




·
            cooperate
      completely and forthrightly with the Company’s internal and independent
      auditors; and




·
            follow
      the Company’s system of internal accounting
  controls.





You may
never destroy, alter, or conceal, with an improper purpose, any record or
otherwise impede any governmental proceeding of which you are
aware.





9.           Fair
Dealing





You
should endeavor to deal fairly with the Company’s customers, competitors,
employees, suppliers and others with whom the Company has a business
relationship.   You should not take unfair advantage of anyone
through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts or any other unfair-dealing
practice.





10.           Reporting
of Violations; Consequence of Violations


5





The
Company expects that you will promptly report any circumstances that you believe
in good faith may constitute a violation of this Code or any other Company
policy.  The Company will not allow retaliation for reports made
hereunder in good faith.





You
should report to the following persons:





(a)           if
you are a non-employee director, you should report to the Board or the Audit
Committee;





(b)           if
you are an officer, you should report to the Chief Executive Officer or the
Chief Financial Officer, the Board or the Audit Committee or APNS’ outside
counsel identified in Section 1 of this Code; and





(c)           if
you are a non-officer employee, you should report to your supervisor, the Chief
Executive Officer or the Chief Financial Officer or APNS’ outside counsel
identified in Section 1 of this Code.





Notwithstanding
the foregoing, if you have any complaints or issues regarding accounting,
internal accounting controls or auditing matters or the accuracy of the
Company’s SEC reports or other public communications you may report directly to
the Audit Committee. If you are not comfortable identifying yourself, you may
communicate with the Audit Committee anonymously.





The
Chairman of the Audit Committee, as of January 1, 2009, is Gary C.
Parks.  Communications to the Audit Committee may be sent to (1) Mr.
Parks via mail at 150 Fairway Drive, Suite 150, Vernon Hills, IL 60061; via fax
to 847-573-8288; or via email to Gparks@immtechpharma.com





The
Company will investigate any reports of alleged violations of this Code. If the
alleged violation involves a director, an executive officer, or the Company’s
principal accounting officer, or if it involves accounting, internal accounting
controls or auditing matters or the accuracy of the Company’s SEC reports or
other public communications, then the investigation will be supervised by the
Audit Committee.  In all other cases, the Company’s outside counsel
identified in Section 1 of this Code or such other person(s) as the Chief
Executive Officer considers appropriate will supervise the
investigation.





Violations
of this Code may result in, among other actions, suspension of work duties,
diminution of responsibilities or demotion, termination of employment and
removal as a director.





11.           Waivers





From time
to time, the Company may waive some provisions of this Code.  Waivers
must be authorized as follows:





6


a.           for
executive officers, the Company’s principal accounting officer and directors,
the waiver must be approved by the Board or the Audit Committee (with any
interested director not participating in the vote); and





b.           for
other employees, the waiver may be approved by any executive
officer.  If the Company waives any provision of this Code for any
executive officer or director, the Company will disclose such waiver to the
extent required by the rules of the SEC.








I
have read, understand and agree to abide by the Applied NeuroSolutions, Inc.
Code of Ethics and Conduct:











_____________________________


Employee
/ Director Signature














_____________________________


Employee
/ Director Name














_____________________________


Date