**Exhibit 14.1**

 

**Medex, Inc.**

**Financial Code of Ethics**

 

Medexexpects all of its employees to act with personal and professional integrity inall aspects of their employment, to comply with all applicable laws, rules andregulations, to deter wrongdoing and to abide by Medex’s other policies andprocedures that govern the conduct of Medex employees.  The Chief Executive Officer, Chief FinancialOfficer, Controllers and financial managers (collectively the “financialofficers”) hold an elevated role in corporate governance structure.  As such, this Financial Code of Ethics isintended to supplement Medex’s others policies and procedures, by requiring theMedex financial officers to comply with the following additional obligations:

 

•                                          To embody and enforce this Code of Ethicsthrough proactive ethical conduct among peers in the work environment.

 

•                                          To provide full, fair, accurate, timely andunderstandable disclosure in any reports and documents filed with, or submittedto, the Securities and Exchange Commission and other public communications madeon behalf of the Company.

 

•                                          To promptly report to the Chief FinancialOfficer or the Audit Committee of the Board of Directors as to any concernsregarding (a) significant deficiencies or material weaknesses in the designor operation of internal controls which could adversely affect the Company’sability to record, process, summarize and report financial data, or (b) fraud,whether or not material, that involves management or other employees who have asignificant role in the Company’s financial reporting, disclosures or internalcontrols.

 

•                                          To comply with all laws, rules andregulations of federal, state and local governments and other private andpublic regulatory agencies that affect the conduct of the Company’s businessand its financial reporting.

 

•                                          To promptly report to the General Counsel orthe Audit Committee of the Board of Directors any information of a materialviolation of the securities or other laws, rules or regulations applicableto the Company and the operation of its business, by the Company or any agentthereof, or any violation of this Code of Ethics.

 

•                                          To avoid actual or apparent conflicts ofinterest between personal and business relationships, such as holding asubstantial equity, debt, or other financial interest in any competitor,supplier or customer of the Company, or having a personal financial interest inany transaction involving the purchase or sale by the Company of any products,materials, equipment, services or property, other than throughCompany-sponsored programs.  Any suchactual or apparent conflicts of interest shall be brought to the attention ofthe General Counsel or the Chief Executive Officer.

 

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•                                          To protect and respect the confidentiality ofnon-public information acquired in the course of the individual’s work exceptwhen authorized or otherwise legally obligated to disclose.  Confidential information acquired in thecourse of the individual’s work will not be used for personal advantage.

 

TheBoard of Directors shall determine, or designate appropriate persons todetermine actions to take in the event of violations of this Financial Code ofEthics.  The Audit Committee of the Boardof Directors shall consider any request for a waiver of this Code and anyamendments to this Code, and all such waivers or amendments shall be disclosedpromptly as required by law.

 

TheChief Executive Officer and Chief Financial Officer shall ensure that this Codeof Ethics is revisited, revised, if necessary, and communicated at leastannually throughout all financial departments, and other departments andpersonnel as deemed appropriate.

 

Bysigning this statement, I acknowledge that I have read, understand, and agreeto adhere to this Code of Ethics. Violation of this Code of Ethics may result in disciplinary action andbe grounds for termination of employment by Medex.

 
| Signature: |   |   | Date: |   |   |
|------------|--------|--------|-------|--------|--------|

 

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