**Exhibit 11.1**

**AIXTRON Aktiengesellschaft**

**Code of Ethics**

This Code ofEthics (this “Code”) applies to the members of AIXTRON AG’s Executive Board,and the Senior Financial Officers nominated by the Executive Board of AIXTRONAG (collectively the “Covered Individuals”).

Thepurpose of this Code is to deter wrongdoing and to ensure promotion of:

(1)          honest and ethicalconduct, including the ethical handling of conflicts of interest betweenpersonal and professional relationships;

(2)          full, fair, accurate,timely and understandable disclosure of quarterly and annual reports to befiled by the AIXTRON Group;

(3)          compliance with allapplicable laws and governmental rules and regulations;

(4)          prompt internalreporting of violations of this Code; and

(5)          accountability foradherence to this Code.

**1. Honestand Ethical Conduct; Conflicts of Interest**

Each CoveredIndividual, in the performance of his duties for the Company and any subsidiaryof AIXTRON AG (the AIXTRON Group), assumes personal responsibility to act with integrity.Integrity requires being honest and candid while still maintaining theconfidentiality of information where required and adhering to a high standardof business ethics.

Each CoveredIndividual shall avoid conflicts of interest wherever possible. A “conflict ofinterest” occurs when a Covered Individual’s personal interest conflicts orinterferes with the interests of the AIXTRON Group or would likely conflict orinterfere with them. In particular, a conflict of interest exists when aCovered Individual has interests that make it impossible or difficult toperform his or her work objectively and effectively in the interests of theAIXTRON Group. A conflict of interest may also arise when a Covered Individualreceives improper personal benefits as a result of his or her position in theAIXTRON Group. Furthermore, a conflict of interest also exists for a CoveredIndividual when a situation that would present a conflict of interest to him orher involves a family member or close relative.

In the performanceof his or her duties, each Covered Individual is expected to consider whether aconflict of interest exists or may arise. If a Covered Individual becomes awareof a conflict of interest or any material transaction or relationship thatcould reasonably be expected to give rise to a conflict of interest, he or sheis required to promptly inform his or her superior or the Chief FinancialOfficer, or, in the case of a member of the Executive Board, the Chairman ofthe Audit Committee. The concerned Covered Individual shall take all actionnecessary and appropriate to resolve the conflict. The same applies to suchcases where the Covered Individual becomes aware that due to his or heractivity it appears that a conflict of interest may exist.

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**2. Full,Fair, Accurate, Timely and Understandable Disclosure**

Each CoveredIndividual, to the extent of his or her area of responsibilities, is requiredto ensure that the financial statements of the AIXTRON Group and its publicreports and communications provide full, fair, accurate, timely andunderstandable disclosure. In this context, effective disclosure and controlprocedures, internal monitoring systems and financial reporting procedures  are required to be established, maintainedand communicated to the Covered Individuals.

To the extent ofhis or her area of responsibilities, each Covered Individual is expected to befamiliar and comply with the disclosure requirements applicable to the AIXTRONGroup and the AIXTRON Group’s disclosure controls and procedures to ensure thatthe AIXTRON Group’s financial reports and other public documents filed with orsubmitted to regulators comply in all material respects with the applicablelaws and regulations.

**3.Compliance with Applicable Laws and Governmental Rules and Regulations**

Within his or herarea of responsibilities, each Covered Individual shall ensure that the AIXTRONGroup complies with all applicable laws, rules and regulations, in particularthose relating to accounting and auditing matters.

**4. PromptInternal Reporting of Violations of this Code**

Any CoveredIndividual who becomes aware of any potential violation of this Code isrequired promptly to notify the AIXTRON Group. Violations shall be reported tothe Executive Board and the  SupervisoryBoard. In addition, each Covered Individual and every other employee of theAIXTRON Group may report violations of this code to the Chairman of theSupervisory Board by using an internally communicated email account.

To encouragereporting of violations of this Code, the AIXTRON Group shall not retaliate orpermit retaliation against any Covered Individual or against any employee whoacted in good faith when making a report or being involved in a violation.

**5.Accountability for Adherence to this Code**

Each CoveredIndividual takes personal responsibility to ensure that his or her actionscomply with this Code.

**6.Changes and Waivers**

Any change to orany waiver of any provision of this Code for a Covered Individual may be madeonly with the approval of the Supervisory Board. Formal changes or waiversshall be required in the event of any material departure from any provision ofthis Code. Any such change or waiver relating to a Covered Individual shall bedisclosed in the next Annual Report on Form 20-F filed by the Company.

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