---

MEDICURE INC.CODE OF ETHICS

The
  attitude and actions of the directors, officers and employees of Medicure Inc.
  (the "Company") are important for maintaining the Company's commitment
  to (i) honest and ethical conduct, (ii) full, fair, accurate, timely and understandable
  disclosure in the Company's public reports and communications, and (iii) compliance
  with applicable governmental laws, rules and regulations. Accordingly, the Company's
  Board of Directors has developed and adopted this Code of Ethics applicable
  to its directors, officers and employees with the goal of promoting the highest
  moral, legal and ethical standards and conduct within the Company.

Honest and Ethical Conduct


The
  Company expects honest and ethical conduct in all aspects of the Company's business
  from all employees. Integrity requires adherence to both the form and the spirit
  of technical and ethical accounting standards and principles.

Conflicts of Interest


If
  any directors, officers or employees becomes aware that he or she is in a situation
  that presents an actual or apparent conflict of interest ,or is concerned that
  an actual or apparent conflict of interest might develop, he or she is required
  to discuss the matter with the Chairman of the Executive Compensation and Corporate
  Governance Committee for the purpose of developing a means for the ethical handling
  of that situation.

Disclosure


The
  directors, officers and certain employees have a role with respect to the preparation
  of the Company's reports and documents filed with or submitted to the Canadian
  Securities Administrators (the "CSA") and the Securities and Exchange
  Commission (the "SEC") and the Company's other public communications
  and are responsible for taking all steps reasonably necessary to cause the disclosure
  in these reports, documents and other communications to be full, fair, accurate,
  timely and understandable. Adequate supervision includes closely reviewing and
  critically analyzing the financial information to be disclosed, ensuring that
  proper accounting controls have been applied, that transactions are properly
  authorized and recorded, and that relevant records have been properly retained.
  Full, fair and accurate disclosure includes the material reporting of facts,
  professional judgments and opinions, whether favorable or unfavorable.

Each
  director, officer and employee shall promptly bring to the attention of the
  Audit and Finance Committee any information he or she may have concerning (i)
  significant deficiencies in the design or operation of internal controls which
  could adversely affect the Company's ability to record, process, summarize and
  report financial data, or (ii) any fraud, whether or not material, or any actual
  or apparent conflicts of interest between personal and professional relationships,

---

involving any management or other employees who have a significant
  role in the Company's financial reporting, disclosure or internal controls.

In
  the performance of their duties, each director, officer and employee is prohibited
  from knowingly misrepresenting facts. A director, officer and employee will
  be considered to have knowingly misrepresented facts if he or she knowingly
  (i) makes, or permits or directs another to make, materially false or misleading
  entries in financial statements or records; (ii) fails to correct materially
  false and misleading financial statements or records; (iii) signs, or permits
  another to sign, a document containing materially false and misleading information;
  or (iv) falsely responds, or fails to respond, to specific inquires of the Company's
  external auditors.

Directors,
  officers and employees are prohibited from directly or indirectly taking any
  action to interfere with, fraudulently influence, coerce, manipulate or mislead
  the Company's independent public auditors in the course of any audit of the
  Company's financial statements or accounting books and records.

Compliance with Law


It
  is the Company's policy to comply with all applicable laws, rules and regulations.
  It is the personal responsibility of the directors, officers and employees to
  adhere to the standards and restrictions imposed by those laws, rules and regulations,
  and in particular, those relating to accounting and auditing matters. Each director,
  officer and employee shall promptly bring to the attention of the Executive
  Compensation and Corporate Governance Committee any information he or she may
  have concerning evidence of a material violation of securities or other laws,
  rules or regulations applicable to the Company and the operation of its business,
  by the Company or any agent thereof, or of a violation of this Code of Ethics.

Accountability


The
  Board of Directors shall determine, or designate appropriate persons to determine,
  appropriate actions to be taken in the event of violations of this Code of Ethics
  with the goal of deterring wrongdoing and promoting accountability for adherence
  to this Code of Ethics. Actions may include written notice, censure, demotion
  or re-assignment, suspension with or without pay or benefits and termination
  of employment.

Violations
  of this Code of Ethics may also constitute violations of law and may result
  in civil and criminal penalties for the violator, the violator's supervisors
  and the Company.

2

---

COMPLIANCE CERTIFICATE

I
  have read and understand Medicure's Code of Ethics (the "Code"). I will
  adhere in all respects to the ethical standards described in the Code. I further
  confirm my understanding that any violation of the Code will subject me to appropriate
  disciplinary action, which may include demotion or discharge.

I
  certify to Medicure that I am not in violation of the Code, unless I have noted
  such violation in a signed Statement of Exceptions attached to this Compliance
  Certificate.

|Date: ______________________________________________________________ | ________________________________________________________________     
|-------------------------------------------------------------------- | ---------------------------------------------------------------------
|                                                                     |                                                                      
|                                                                     | Name: ___________________________________________________________    
|                                                                     |                                                                      
|                                                                     | Title/Position: _____________________________________________________

|** ̈** | A Statement of Exceptions is attached. 
|----- | ---------------------------------------
|      |                                        
|** ̈** | No Statement of Exceptions is attached.

3

---