**Exhibit 14.1**

**ACME PACKET, INC.**

**CODE OF BUSINESS CONDUCT AND ETHICFOR EMPLOYEES, EXECUTIVE OFFICERS AND DIRECTORS**

**Introduction**

Acme Packet, Inc. (the “*Company*”) strives to apply high ethical, moral and legalprinciples in every aspect of its business conduct. This Code of BusinessConduct and Ethics (the “*Code*”) is aguide for each of the Company’s employees, executive officers and directors(each, a “*Company**Party*”and collectively, the “*Company**Parties*”) to follow in meeting these principles. The Companyshall make this Code available on its website at www.acmepacket.com and shalldisclose such availability in its Annual Report on Form 10-K.

This Code describes certain ethicalprinciples that the Company has established for the conduct of its business,and outlines certain key legal requirements of which all Company Parties mustbe generally aware and with which all Company Parties must comply. While thisCode does not cover every issue that may arise, it sets out basic principles toguide Company Parties in the course of performing their duties andresponsibilities to the Company.

ThisCode is designed to deter wrongdoing and promote the following:

·       honest and ethical conduct, including the ethicalhandling of actual or apparent conflicts of interest between personal andprofessional relationships;

·       full, fair, accurate, timely and understandabledisclosure in reports and documents that the Company files with, or submits to,the Securities and Exchange Commission and in other public communications madeby the Company;

·       compliance with applicable governmental laws, rules andregulations;

·       prompt internal reporting to an appropriateperson or persons identified herein of violations of this Code; and

·       accountability for adherence to this Code.

If a Company Party is concerned about a possible ethical or illegalsituation or any violation of this Code or is not sure whether specific conductmeets applicable Company standards, he or she should discuss the situation withan immediate supervisor or contact the Company’s chief executive officer orchief business officer. Company Parties who are executive officers or membersof the Company’s board of directors (the “Board”) should discuss the situationwith the Board or a committee of the Board. Any Company Party who violates thestandards contained in this Code will be subject to disciplinary action, whichmay include termination. The Company will treat as confidential, to the extentpossible, all information received from a Company Party with respect to apossible ethical or illegal situation and will not take any retributive orretaliatory action by reason of such disclosure against any Company Party whodiscloses such information in good faith.

**1.**                 Conflictsof Interest

A “conflict of interest” exists when aCompany Party’s private interest interferes in any way or appears to interferewith the interests of the Company. A conflict of interest can arise when aCompany Party acts in a matter, or has interests, that may make it difficultfor him or her to objectively and effectively perform his or her work for theCompany. Conflicts of interest also can arise when a Company Party, or membersof his or her family, receives improper personal benefits because of his or herposition in the Company.

Unless approved by the Board or anappropriate Committee of the Board, no Company Party or any member of his orher immediate family can acquire a financial interest in, or accept employmentwith, any entity doing business with the Company if the interest or employmentcould conflict with his or her duties 

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to the Companyand the performance of such duties. It is usually a conflict of interest for aCompany Party to work simultaneously, even on a part-time or temporary basis,for a competitor, customer or supplier of the Company. A Company Party cannotwork for a competitor as an employee, consultant, contractor or board member.

In addition, a Company Party and his or herimmediate family members cannot accept material gifts or favors that couldcreate the appearance that such Company Party’s business judgment could beaffected by the receipt of such gifts or favors. A Company Party and members ofhis or her immediate family can accept gifts of nominal value from existingsources, prospective sources and persons, firms or companies with whom theCompany does or might do business.

The purpose of business entertainment andgifts in a commercial setting is to create good will and sound workingrelationships, not to gain unfair advantage with customers. Company Partiescannot offer gifts or favors to any employee of a competitor, supplier orcustomer of the Company, or a member of such employee’s immediate family, ifthe gifts or favors might place the recipient under any obligation to a CompanyParty or to the Company.

Conflicts of interest are prohibited as a matter of Company policy. Conflictsof interest may not always be apparent so, if a Company Party has a questionregarding whether a particular situation is a conflict of interest, he or sheshould consult with his or her immediate supervisor or contact the Company’schief executive officer or chief business officer. Company Parties who areexecutive officers or members of the Board should consult with the Board or acommittee of the Board. A Company Party must bring any conflict of interest orpotential conflict of interest to the attention of his or her immediatesupervisor or the Company’s chief business officer, or follow the proceduresdescribed in Section 14 herein.

**2.**                 CorporateOpportunities

A Company Party cannot personally take for himself or herself businessopportunities discovered using Company property, information or position. ACompany Party cannot use Company property, information or position for personalgain, and cannot compete with the Company directly or indirectly. It is theduty and responsibility of each Company Party to advance the Company’slegitimate interests when the opportunity to do so arises.

**3.**                 Confidentiality

A Company Party must maintain the confidentiality of all confidentialand non-public information entrusted to him or her by the Company and itscustomers and suppliers, except when disclosure is authorized by an executiveofficer of the Company or required by applicable laws or regulations. Confidentialinformation includes all information that, if disclosed, might be of use tocompetitors of the Company or harmful to the Company or its customers orsuppliers. It also includes information that Company customers and suppliershave entrusted to the Company. For example, confidential information includes customerlists, financial documents, pricing, manufacturer and vendor information,corporate development materials, laboratory and clinical data, the cost ofgoods, personnel files, manuals and procedures, proprietary information (asdiscussed below), computer software, design documents, videos and internalreports and memoranda. Information that the Company has made public, such asinformation presented in press releases, advertisements or documents filed withgovernmental regulatory authorities, is not confidential information. Theobligation to preserve confidential information extends beyond the term ofemployment with, or service to, the Company.

**4.**                 FairDealing

The Company seeks to outperform its competition fairly and honestlythrough superior performance and not through unethical or illegal businesspractices. Company Parties must endeavor to deal fairly with their colleaguesand customers, suppliers and competitors of the Company. Company Parties cannotsteal proprietary information, possess trade secret information obtainedwithout the owner’s consent or induce such disclosures by past or presentemployees of other companies. No Company Party may take unfair 

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advantage of anyone through manipulation,concealment, abuse of confidential information, misrepresentation of materialfacts or any other unfair-dealing practice. The knowing or deliberatefalsification of any documents or data by a Company Party may be the basis forimmediate discharge and may subject such Company Party to civil and/or criminalpenalties.

**5.**                 Protectionand Proper Use of Company Assets

Company Parties must endeavor to protectthe Company’s assets and property and ensure their efficient use. Theft,carelessness and waste have a direct impact on the Company’s profitability. CompanyParties must report any suspected incident of fraud or theft immediately forinvestigation to their immediate supervisor or the Company’s chief businessofficer. Company Parties who are executive officers or members of the Boardmust report such fraud or theft to the Board or a committee of the Board. CompanyParties must use all assets and property of the Company for legitimate businesspurposes only.

The obligationof a Company Party to protect the Company’s assets includes its proprietaryinformation. Proprietary information includes intellectual property such astrade secrets, patents, patent applications, trademarks and copyrights, as wellas business, marketing and service plans, engineering and manufacturing ideas,designs, databases, consumer and customer information, records, salaryinformation and any unpublished financial data and reports. Unauthorized use ordistribution of this information violates Company policy and may subjectCompany Parties to civil and/or criminal penalties.

**6.**                 Compliancewith Laws, Rules and Regulations

All CompanyParties must respect and obey the laws, rules and regulations of thecities, states and countries in which the Company operates. Company Partiesmust contact the Company’s chief executive officer or chief business officerwith any questions as to the applicability of any law, rule or regulationor the appropriate manner of compliance therewith.

**7.**                 InsiderTrading

Company Partieswho have access to confidential information cannot use or share suchinformation for stock trading purposes or for any other purpose except theproper conduct of the Company’s business. All Company Parties are subject tothe Company’s Policy on Insider Trading and Confidentiality then in effect. TheCompany will deal firmly with all instances of insider trading. If a CompanyParty has any questions regarding non-public information and the use of suchinformation or the Company’s Policy on Insider Trading and Confidentiality thenin effect, he or she should contact the Company’s chief business officer.

**8.**                 Discriminationand Harassment

The Companyrequires strict adherence to its policies and applicable laws regarding equalemployment opportunities and discrimination in the workplace. The Company willnot tolerate any illegal discrimination or harassment of any kind. Relationshipswith colleagues and business relationships with competitors, suppliers andcustomers always must be conducted free of any discrimination, including basedon race, color, creed, religion, age, sex, sexual preference, national origin,marital status, veteran status, handicap or disability. Examples of illegaldiscrimination or harassment include derogatory comments based on any of thepreceding characteristics and unwelcome sexual advances.

**9.**                 Healthand Safety

The Company strives to provide eachemployee with a safe and healthful work environment. Each Company Party isresponsible for maintaining a safe and healthy workplace for their colleaguesby following safety and health rules and practices and reportingaccidents, injuries and unsafe equipment, practices or conditions.

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The Companywill not tolerate violence or threatening behavior in the workplace. CompanyParties are required to report to work in condition to perform their duties,free from the influence of illegal drugs or alcohol. The Company will nottolerate the use of illegal drugs in the workplace or on any Company property.

**10.**          Record-Keeping

The Company requires honest and accuraterecording and reporting of information in order to make responsible businessdecisions. Company Parties must document and record accurately all businessexpense accounts they use. If a Company Party is unsure whether a certainexpense is legitimate, such Company Party should ask his or her immediatesupervisor or the Company’s chief business officer. Company Parties who areexecutive officers or members of the Board should confer with the Board or acommittee of the Board. Rules and guidelines regarding business expensesare available from the Company’s accounting department.

All of the Company’s books, records,accounts and financial statements must be maintained in reasonable detail, mustappropriately reflect the Company’s transactions and must conform both toapplicable legal requirements and to the Company’s system of internal controls.Unrecorded or “off the books” funds or assets cannot be maintained unlesspermitted by applicable laws or regulations. All Company Parties are subject tothe Company’s Document Retention Policy. Any questions concerning the Company’sDocument Retention Policy should be directed to the Company’s chief executiveofficer or chief business officer.

Company Partiesmust avoid exaggeration, derogatory remarks, guesswork or inappropriatecharacterizations of people and companies in business records and communications.This prohibition applies equally to e-mail, internal memos and formal reports.

**11.**          Paymentsto Government Personnel or Candidates for Office

All Company Parties must comply with theForeign Corrupt Practices Act, which prohibits giving anything of value,directly or indirectly, to officials of foreign governments or foreignpolitical parties or candidates to obtain or retain business and prohibitsmaking payments to government officials of any country. No Company Party maygive to, or receive from, any government official kickbacks, bribes, rebates orother illegal consideration. All Company Parties dealing with governmentagencies must be aware of, and comply with, any agency rules limiting orprohibiting gifts or other favors.

The Companycannot contribute, directly or indirectly, to any political campaign or party. CompanyParties cannot use expense accounts to pay for any personal politicalcontributions or seek any other form of reimbursement from the Company for suchcontributions. Of course, Company Parties are free to engage in politicalactivity with their own resources on their own time.

**12.**          Waiversof the Code of Business Conduct and Ethics

Any waiver ofthis Code for executive officers or directors requires the approval of theBoard and must be disclosed promptly as required by applicable law, rules orregulations.

**13.**          Reportingany Illegal or Unethical Behavior

Company Partiesare encouraged to talk to immediate supervisors or the Company’s chief businessofficer about observed illegal or unethical behavior when unsure about the bestcourse of action to take in a particular situation. Company Parties who areexecutive officers or members of the Board should discuss such behavior withthe Board or a committee of the Board. In addition, Company Parties must reportviolations of laws, rules, regulations or this Code to immediate supervisors orthe Company’s chief business officer. Company Parties who are executiveofficers or members of the Board must report such matters to the Board or a committeeof the Board. The Company prohibits retaliation for reports of ethicalmisconduct made by Company Parties in good faith. If a situation requires thatthe identity of a Company 

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Partyreporting any such misconduct not be disclosed, the Company will protect theanonymity of such Company Party to the extent legally possible. The Companywill not permit retaliation of any kind against any reporting Company Party forgood faith reports of ethical violations.

**14.**          ComplianceProcedures

This Codebroadly describes the ethical standards by which the Company conducts itsbusiness. If a Company Party is uncertain as to the applicability of any ofthese standards to a particular situation or the propriety of any contemplatedcourse of action, the Company encourages such Company Party to discuss thepotential situation with his or her immediate supervisor or the Company’s chiefbusiness officer. Company Parties who are executive officers or members of theBoard should discuss the potential situation with the Board or a committee ofthe Board. In any case where a Company Party feels that it is not appropriateto discuss an issue with an immediate supervisor, or where he or she does notfeel comfortable approaching an immediate supervisor with a question, suchCompany Party is encouraged to discuss the question with Company’s chiefbusiness officer or report the matter directly to the Board or a committee ofthe Board.

**15.**          Amendments

This Code may be amended by the Board. TheCompany must report promptly any amendments pertaining to executive officers orsenior financial officers as required by applicable laws, rules orregulations.

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