Exhibit
14   CODE
OF ETHICS AND BUSINESS CONDUCT
 
 The Board
of Directors (the “Board”) of Rexahn Pharmaceuticals, Inc. ("Rexahn" or the
"Company") maintains policies and procedures (which we refer to as the “Code”)
that represent both the code of ethics for the principal executive officer,
principal financial officer and principal accounting officer under Securities
and Exchange Commission rules, and a more general code of business conduct and
ethics for members of the Board (the “Directors”), officers and
employees.  The Code applies to all Directors, officers and
employees.
 
 The Code
is posted on the Company’s Internet web site at www.rexahn.com and is
available free of charge by calling the Company at (240) 268-5300 or by
writing to:
 
 Rexahn
Pharmaceuticals, Inc.
 Attn:  General
Counsel
 9620
Medical Center Drive
 Rockville,
MD 20850
 
 The Code
will also be filed as an exhibit to the Company’s Annual Report on Form
10-KSB.  Any amendment to the Code will be promptly posted on the
Company’s Internet web site.
 
 The Audit
Committee of the Board (the “Audit Committee”) is authorized to review any
issues under the Code, retain legal counsel and report its findings to the
Board.  The Board does not envision that any waivers of the Code will
be granted, but should a waiver be granted for any Director or executive
officer, it will also be promptly disclosed on the Company’s Internet web
site.
 
 The Code
consists of the Ethics Policy, the Conflicts of Interest/Corporate Opportunity
Policy, the Corporate Assets Policy, the Directorships Policy, the Procedures
and Open Door Communication Policy and the Enforcement Policy.
 
 The Code
follows:
 
 Ethics
Policy
 
 It is the
policy of Rexahn to comply with all governmental laws, rules and regulations
applicable to its business.
 
 The
Company’s Ethics policy does not stop there.  Even where the law is
permissive, the Company prefers the course of highest
integrity.  Local customs, traditions and mores differ from place to
place, and this must be recognized.  But honesty is not subject to
criticism in any culture.  A well-founded reputation for scrupulous
dealing is itself a priceless corporate asset.
 
 The
Company cares how results are obtained, not just that they are
obtained.  Directors, officers and employees should deal fairly with
each other, with the Company’s customers and with other third
parties.
 
 The
Company expects compliance with its standard of integrity throughout the
organization and will not tolerate employees who achieve results at the cost of
violation of law or this Code.  The Company’s Directors and officers
support, and expect the Company’s employees to support, any employee that passes
up an opportunity or advantage that would sacrifice ethical
standards.
  
  It is the
Company’s policy that all transactions will be accurately reflected in its books
and records.  This, of course, means that falsification of books and
records and the creation or maintenance of any off-the-record bank account is
strictly prohibited.  Employees are required to record all
transactions accurately in the Company’s books and records, and to be honest and
forthcoming with the Company’s internal and independent auditors.
 
 The
Company expects candor from employees at all levels and adherence to its
policies and internal controls.  One harm that results when employees
conceal information from higher management or the auditors is that other
employees think they are being given a signal that the Company’s policies and
internal controls can be ignored when they are inconvenient.  That can
result in corruption and demoralization of an organization.  The
Company’s system of management will not work without honesty.
 
 It is the
Company’s policy to make full, fair, accurate, timely and understandable
disclosure in reports and documents that the Company files with the Securities
and Exchange Commission and in other public communications.  All
employees are responsible for reporting relevant material information known to
them to higher management so that the information will be available to senior
executives responsible for making disclosure decisions.
 
 Conflicts
of Interest/Corporate Opportunity Policy
 
 It is the
policy of Rexahn that Directors, officers and employees are expected to avoid
any actual or apparent conflict between their own personal interests and the
interests of the Company.  A conflict of interest can arise when a
Director, officer or employee takes actions or has personal interests that may
interfere with the effective performance of work for the Company.  For
example, Directors, officers and employees are required to avoid actual or
apparent conflicts in dealings with suppliers, customers, competitors and other
third parties.  Directors, officers and employees are required to
refrain from taking for themselves opportunities discovered through their use of
corporate assets or information or through their positions with the Company and
are prohibited from using corporate property, information, or position for
personal gain.  Directors, officers and employees are required to
avoid securities transactions based on material, nonpublic information learned
through their positions with the Company.  Directors, officers and
employees are required to refrain from competing with the Company.
 
 Corporate
Assets Policy
 
 It is the
policy of Rexahn that Directors, officers and employees are expected to protect
the assets of the Company and use them efficiently to advance the Company’s
interests.  Those assets include tangible assets and intangible
assets, such as confidential information of the Company.  No Director,
officer or employee should use or disclose at any time during or subsequent to
employment or other service to the Company, without proper authority or mandate,
confidential information obtained from any source in the course of the Company’s
business.  Examples of confidential information include nonpublic
information about the Company’s business, plans, earnings, financial forecasts,
business forecasts, discoveries, competitive bids, technologies and
personnel.
  2
  Directorships
Policy
 
 It is the
policy of Rexahn to restrict the holding by officers and employees of
directorships in nonaffiliated for-profit organizations and to prohibit the
acceptance by any officer or employee of such directorships that could involve a
conflict of interest with, or interfere with, the discharge of the officer’s or
employee’s duties to the Company.  Any officer or employee may hold
directorships in nonaffiliated non-profit organizations, unless such
directorships would involve a conflict of interest with, or interfere with, the
discharge of the officer’s or employee’s duties to the Company, or obligate the
Company to provide support to the nonaffiliated non-profit
organizations.  Officers and employees may serve as directors of
affiliated companies and such service may be part of their normal work
assignments.
 
 All
directorships in public companies held by Company Directors are subject to
review and approval by the Board.  In all other cases, directorships
in nonaffiliated, for-profit organizations are subject to review and approval by
the management of the Company, as directed by the Company’s Chairman of the
Board.
 
 Procedures
and Open Door Communication Policy
 
 Rexahn
encourages employees to ask questions, voice concerns and make appropriate
suggestions regarding the business practices of the
Company.  Employees are expected to report promptly to management
suspected violations of law, the Company’s policies and internal controls, so
that management can take appropriate corrective action.  The intent of
the Company is to investigate promptly reports of suspected violations of law,
policies and internal control procedures.
 
 Management
and the Audit Committee are ultimately responsible for the investigation of and
appropriate response to reports of suspected violations of law, policies and
internal control procedures.  The Company’s Internal Audit Department
has primary responsibility for investigating violations of internal controls,
with assistance from others, depending on the subject matter of the
inquiry.  The persons who investigate suspected violations are
expected to exercise independent and objective judgment.  Towards this
end, most investigations will be conducted by outside legal counsel at the
direction of the Audit Committee.
 
 Normally,
an employee should first discuss suspected violations of law, policies or
internal control procedures, with the employee’s immediate
supervisor.  Each supervisor is expected to be available to
subordinates for that purpose.  If an employee is dissatisfied
following such a discussion with the employee’s immediate supervisor, the
employee is encouraged to request further reviews, in the presence of the
supervisor or otherwise.  Reviews should continue to the level of
management appropriate to resolve the issue.
 
 Depending
on the circumstances and/or subject matter of the question, concern or
suggestion, each employee also has access to alternate channels of
communication, including, for example, the Internal Audit Department; the Human
Resources Department; the Office of the Treasurer; and the General
Counsel.
  3
  Suspected
violations of law or the Company’s policies involving a Director or executive
officer, as well as any concern regarding questionable accounting or auditing
matters, should be referred directly to the Audit Committee and the General
Counsel.  The Audit Committee is authorized to review and direct the
investigation of all issues involving Directors or executive officers, and, in
its sole discretion, may refer any or all such issues to the Board.
 
 Employees
may also address communications to individual non-employee directors or to the
non-employee directors as a group by writing them at c/o Hwan Kim, 1200 New
Hampshire Ave. NW, Washington, D.C. 20036, or such other address as the Company
may designate and publish from time to time.
 
 Employees
wishing to make complaints without identifying themselves may do so by
telephoning the Company’s Ethics and Compliance Hotline at 202-974-5690, or by
writing the General Counsel at the address first listed above, or at such other
telephone numbers, names and addresses as the Company may designate and publish
from time to time.  All complaints to those telephone numbers and
addresses concerning accounting, internal accounting controls or auditing
matters will be referred to the Audit Committee.
 
 All
persons responding to employees’ questions, concerns, complaints and suggestions
are expected to use appropriate discretion regarding anonymity and
confidentiality, although the preservation of anonymity and confidentiality may
or may not be practical, depending on the circumstances.  For example,
investigations of significant complaints typically necessitate revealing to
others information about the complaint and complainant.  Similarly,
disclosure can result from government investigations and
litigation.
 
 No action
may be taken or threatened against any employee for asking questions, voicing
concerns, or making complaints or suggestions in conformity with the procedures
described above, unless the employee acts with willful disregard of the
truth.
 
 All
employees must cooperate fully with any and all investigations relating to a
potential violation of this Code.  Such cooperation shall include,
without limitation, being accessible to answer questions, disclosing relevant
information and generally aiding the investigation in any reasonable manner
requested.
 
 Failure
to behave honestly, and failure to comply with law, the Company’s policies and
internal controls, including cooperating fully with any and all investigations,
may each result in disciplinary action, up to and including
termination.
 
 Only the
Board or the Audit Committee has the authority to make exceptions or grant
waivers to these policies.  If there is an exception or waiver
granted, the Board or the Audit Committee will specifically find that such a
waiver or exception is warranted and is being granted and shall promptly
disclose such information to shareholders.  In those instances where
the Company, through the Audit Committee or directly through the Board after
review, approves an activity or situation, including without limitation a
related party transaction, without specifically citing a waiver or exception to
these policies, the Company is not granting an exception or waiver but is
determining that there is no policy violation.  It is recognized that
there will be questions about the application of the policies to specific
activities and situations.  In cases of doubt, Directors, officers and
employees are expected to seek clarification and guidance.  If the
Company determines that there is or would be a policy violation, appropriate
action will be taken.
  4
  Enforcement
Policy
 
 Ultimate
responsibility for enforcement of the Code shall lie with the Audit
Committee.  The General Counsel of the Company, working at the
direction of the Audit Committee, shall provide legal advice as to the
interpretation of the Code.  The Audit Committee shall have the
authority to direct Code investigations and take such actions as are necessary
to end any conduct found to be in violation of the Code.  No inquiry
or investigation shall be commenced unless authorized and requested by the Audit
Committee, which may instruct the General Counsel, an outside law firm or other
unrelated entity or internal Company personnel to perform such inquiry or
investigation.
 
 Please
note that the Code is not intended to and does not create a contract of
employment between employees and the Company, and compliance with the Code is
expected, but does not guarantee that employment with the Company will
continue.






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