Exhibit 14  SYNEGY
PHARMACEUTICALS, INC.  CODE
OF BUSINESS CONDUCT AND ETHICS  Synergy Pharmaceuticals, Inc. (the Company)
has adopted the following Code of Business Conduct and Ethics (this Code) for
directors and executive officers of the Company.  This Code is intended to focus the Board and
each director and executive officer on areas of ethical risk, provide guidance
to directors and executive officer  to
help them recognize and deal with ethical issues, provide mechanisms to report
unethical conduct, and help foster a culture of honesty and
accountability.  Each director and
executive officer must comply with the letter and spirit of this Code.  No code or policy can anticipate every
situation that may arise.  Accordingly,
this Code is intended to serve as a source of guiding principles for directors
and executive officers.  Directors and
executive officers are encouraged to bring questions about particular
circumstances that may implicate one or more of the provisions of this Code to
the attention of the Chairman of the Audit Committee, who may consult with
inside or outside legal counsel as appropriate.  1.Maintain Fiduciary Duties  Directors and
executive officers must be loyal to the Company and must act at all times in
the best interest of the Company and its shareholders and subordinate
self-interest to the corporate and shareholder good.  Directors and executive officers should never
use their position to make a personal profit. 
Directors and executive officers must perform their duties in good
faith, with sound business judgment and with the care of a prudent person.  2.Conflict of Interest.  A conflict of
interest occurs when the private interest of a director or executive officer
interferes in any way, or appears to interfere, with the interests of the
Company as a whole.  Conflicts of
interest also arise when a director or executive officer, or a member of his or
her immediate family,(1) receives improper personal benefits as a result of his
or her position as a director or executive officer of the Company.  Loans to, or guarantees of the obligations
of, a director or executive officer, or a member of his or her family, may
create conflicts of interest.  Directors and
executive officers must avoid conflicts of interest with the Company.  Any situation that involves, or may
reasonably be expected to involve, a conflict of interest with the Company must
be disclosed immediately to the Chairman of the Board.  
 (1) New York Stock Exchange proposed Rule 303A(2)(b)
defines immediate family to include a persons spouse, parents, children,
siblings, mothers-in-law and fathers-in-law, sons and daughters-in-law, and
anyone (other than employees of such person) who share such persons home.


This Code does
not attempt to describe all possible conflicts of interest which could
develop.  Some of the more common
conflicts from which directors and executive offices must refrain, however, are
set out below.  ·Relationship
of Company with third-parties. 
Directors and executive officers may not engage in any conduct or
activities that are inconsistent with the Companys best interests or that
disrupt or impair the Companys relationship with any person or entity with
which the Company has or proposes to enter into a business or contractual
relationship.  ·Compensation
from non-Company sources. 
Directors and executive officers may not accept compensation, in any
form, for services performed for the Company from any source other than the
Company.  ·Gifts.  Directors and executive officers and members
of their families may not offer, give or receive gifts from persons or entities
who deal with the Company in those cases where any such gift is being made in
order to influence the actions of a director as member of the Board or the
actions of an executive officer as an officer of the Company, or where
acceptance of the gifts would create the appearance of a conflict of interest.  3.Corporate
Opportunities.  Directors and
executive officers owe a duty to the Company to advance its legitimate
interests when the opportunity to do so arises. 
Directors and executive officers are prohibited from:  (a) taking for themselves personally
opportunities that are discovered through the use of corporate property,
information or the directors or executive officers position; (b) using the
Companys property, information, or position for personal gain; or (c) competing
with the Company, directly or indirectly, for business opportunities, provided, however, if the Companys
disinterested directors determine that the Company will not pursue an
opportunity that relates to the Companys business, a director or executive
officer may do so.  4.Confidentiality.  Directors and
executive officers must maintain the confidentiality of information entrusted
to them by the Company or its customers, and any other confidential information
about the Company that comes to them, from whatever source, in their capacity
as director or executive officer, except when disclosure is authorized or
required by laws or regulations. 
Confidential information includes all non-public information that might
be of use to competitors, or harmful to the Company or its customers, if
disclosed.  5.Protection and Proper Use of Company Assets.  Directors and
executive officers must protect the Companys assets and ensure their efficient
use.  Theft, loss, misuse, carelessness
and waste of assets have a direct impact on the Companys profitability.  Directors and executive officers must not use


Company time, employees, supplies, equipment,
tools, buildings or other assets for personal benefit without prior
authorization from the Chairman of the Governance Committee or as part of a
compensation or expense reimbursement program available to all directors or
executive officers.  6.Fair
Dealing.  Directors and
executive officers shall deal fairly and oversee fair dealing by employees and
officers with the Companys directors, officers, employees, customers,
suppliers and competitors.  None should
take unfair advantage of anyone through manipulation,, concealment, abuse of
privileged information, misrepresentation of material facts or any other unfair
dealing practices.  7.Compliance with Laws, Rules and Regulations.  Directors and
executive officers shall comply, and oversee compliance by employees, officers
and other directors, with all laws, rules and regulations applicable to the
Company, including insider-trading laws. 
Transactions in Company securities are governed by Company Policy
entitled Insider Trading Policy.  8.Waivers of the Code of Business Conduct and
Ethics.  Any waiver of
this Code may be made only by the Board or a Board committee and must be
promptly disclosed to the Companys shareholders.  9.Encouraging the Reporting of any Illegal or
Unethical Behavior.  Directors and
executive officers should promote ethical behavior and take steps to ensure the
Company (a) encourages employees to talk to supervisors, managers and other
appropriate personnel when in doubt about the best course of action in a
particular situation; (b) encourages employees to report violations of laws, rules
or regulations to appropriate personnel; and (c) informs employees that the
Company will not permit retaliation for reports made in good faith.  10.Failure to Comply; Compliance Procedures.  A failure by
any director or executive officer to comply with the laws or regulations
governing the Companys business, this Code or any other Company policy or
requirement may result in disciplinary action, and, if warranted, legal
proceedings.  Directors and
executive officers should communicate any suspected violations of this Code
promptly to the Chairman of the Audit Committee.  Violations will be investigated by the Board
or by a person or persons designated by the Board and appropriate action will
be taken in the event of any violations of this Code.