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Exhibit 14.1 Genencor International, Inc.
Code of Conduct
(Issued: February 2004) I.PURPOSE Since our formation, we have remained focused on becoming and maintaining our status as
one of the worlds most respected biotechnology companies. We pursue this goal by
creating and manufacturing cutting-edge products and by providing unsurpassed service to
our customers and strategic partners. We also pursue this goal by maintaining our
reputation as a company of unquestioned ethicsby being a good corporate citizen in our
host communities and countries, by providing a safe and friendly workplace and by our
unwavering commitment to abide by all applicable laws, rules and regulations. It is essential, therefore, that directors (as applicable in the performance of their
Board and Committee duties), officers and employees of Genencor International, Inc. and
its subsidiaries (collectively, Genencor or the Company) observe the highest standards
of conduct in all contacts with customers, stockholders, suppliers, contractors,
collaborative partners, governmental officials, fellow workers, and the general public. To further this objective, Genencor has adopted this Code of Conduct (Code), which
supersedes in all respects the Corporate Compliance Policy issued by the Company in March,
2003. Strict compliance with this Code is mandatory.Individuals violating this Code
will be subject to appropriate disciplinary action, up to and including termination of
their employment or relationship with the Company. This Code is global in nature and is
applicable in every work location to the fullest extent permissible by applicable local
law. Furthermore, this Code is not intended to and does not in any way constitute an employment
contract or guarantee employment, and Genencor reserves the right to amend, alter or
terminate this Code at any time for any reason. For the most part, this Code does not
establish any new rules of conduct. Instead, it incorporates many of the Companys
pre-existing policies and otherwise formalizes the ethical code that Genencor has followed
since its inception. For officers and employees of the Company, this Code may supplement
existing policies and procedures, including those in your employee handbook, as amended
from time to time. Officers and employees are directed to review and adhere to those
other policies and procedures as well as this Code. All directors, officers and
employees, however, must thoroughly familiarize themselves with the requirements of this
Code and from time to time may be queried as to their knowledge and understanding of this
Code. 1




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II. ADMINISTRATION The Audit Committee of the Board of Directors will oversee this
Code and will administer this Code as it relates to directors and
executive or principal officers (as designated by the Board of
Directors, from time to time and including, in all cases, the
principal executive, financial and accounting officers of the
Company). The day-to-day administration of this Code will be the
responsibility of the Corporate Compliance Committee (as designated
by management and including, in all cases, the Companys compliance
officer and representatives of the Financial, Legal and Human
Resources Departments). In addition, the Corporate Compliance Committee will provide
training materials and programs, track the Codes effectiveness,
review any allegations of wrongdoing and provide periodic reports to
the Audit Committee not less than annually. III. WHERE TO GO FOR HELP Since no single policy can cover every situation, individuals
covered by this Code will need to rely on their good judgment in
order to act properly in the wide variety of situations that will
arise in the course of the next days, months and years. If any
director, officer or employee has any doubt as to the proper course
of action, whether ethically or legally, the proper course is always
to seek out guidance from a member of the Audit Committee or
Corporate Compliance Committee, a supervisor or the appropriate
department as identified in the various sections of this Code. Directors and executive or principal officers of Genencor
International, Inc. who believe there may be a violation of this Code
by a director or by an executive or principal officer should report
such concern immediately to the Chairman of the Audit Committee. Otherwise, directors, officers or employees who believe there may
have been a violation of the Code should advise the Corporate
Compliance Committee immediately. Reports may be made to the
Corporate Compliance Committee on an anonymousbasis either through
the electronic notification system provided in the Corporate
Policies section of the Companys intranet or by writing to: Genencor International, Inc.
Corporate Compliance Committee
200 Meridian Centre Blvd.
Rochester, NY 14618 Genencor will not permit any form of retribution against any person who submits such a
report in good faith. Any waivers of this Code for executive officers or directors may be made only by the Board
of Directors or the Audit Committee. Such a waiver should be promptly 2




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disclosed in accordance with the applicable rules and regulations of the U.S. Securities
and Exchange Commission (SEC) and the Nasdaq Stock Market. IV.COMPLIANCE WITH LAWS, RULES AND REGULATIONS Directors, officers and employees shall strive to conduct Company business in compliance
with applicable laws, rules and regulations. When there is a doubt as to the lawfulness
of any proposed activity, advice should be sought from the Legal Department prior to
engaging in the proposed activity. While this principle applies to all applicable laws,
rules and regulations, set forth in the remainder of this Code are certain obligations
that are of particular importance to the Company. V.PUBLIC REPORTING A.Disclosure Obligations Under Securities Laws As a public company, Genencor has a commitment to comply with federal and state securities
laws and regulations. To this end, the Company has established procedures to promote,
full, fair, accurate, timely and understandable disclosure in reports and documents filed
with, or submitted to, federal or state securities regulators. For example, the Company
has adopted policies and procedures concerning the preparation and certification of
periodic reports. Directors, officers and employees must comply in all respects with the
applicable requirements of all such policies and procedures. B.Corporate Disclosure Publicly traded companies have a special burden and responsibility to provide full and
fair public disclosure of material information in order to comply with the requirements of
the United States Securities and Exchange Commission (SEC) and the Nasdaq National
Market on which Genencor common stock is listed. Material information is generally
information that a reasonable investor would consider important in determining whether to
buy, sell or hold stock or other securities. Accordingly, Genencor has adopted, and all
directors, officers and employees are expected to strictly comply with the terms of, the
current version of the policy regarding Prevention of Selective Disclosure and Promotion
of Full Disclosure of Material Information. VI. INSIDER TRADING As a publicly traded company, Genencor also has a special burden
to disclose all material information in a formalized and consistent
way in order to avoid sanctions by the SEC. For this reason,
Genencor has adopted, and all directors, officers and employees are
expected to strictly adhere to the terms of, the current version of
the policy regarding Prevention of Insider Trading and Protection of
Confidential Information. Failure to abide by this policy may
violate the law as well as Genencor policy and may subject
individuals to criminal prosecution. 3




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VII. EXTERNAL RELATIONSHIPS A.Antitrust Given the nature of the biotechnology business, Genencor will need to compete aggressively
for business in all of its geographic and product markets. This competition, however,
must strictly adhere to all applicable antitrust laws. Violations of these laws can be
extraordinarily severe-antitrust laws often provide for either civil or criminal actions
against companies and individuals. The penalties can range from substantial prison terms
to triple monetary damages or other civil penalties. While these laws are complex and Genencor urges its employees to seek the counsel of the
Legal Department with respect to specific circumstances which involve a significant risk
of antitrust exposure, these laws generally prohibit certain types of activities which
restrict competition. For example, engaging in or taking steps to pursue any of the
following are prohibited: agreeing with competitors to fix prices or other terms of sale,
to divide markets, to allocate customers or to boycott suppliers or customers. B.Conflicts of Interest Genencor strives to respect, wherever possible, the privacy and individual rights of its
directors, officers and employees in the conduct of their personal affairs wherever
possible. However, Company directors, officers and employees have a primary business
responsibility to the Company and are expected to avoid any activity that may interfere,
or have the appearance of interfering, with the objective and effective performance of
this responsibility. An essential part of this responsibility is the avoidance of any
actual or perceived conflicts between personal and Company interests. For purposes of
these responsibilities, the activities of immediate family members will generally be
considered to be the activities of the director, officer or employee. A conflict of
interest may arise when a director, officer or employee receives improper personal
benefits as a result of his or her position in the Company. A conflict of interest may
also arise when personal situations tend to influence or compromise a directors,
officers or employees ability to render impartial business decisions in the best
interest of the Company. In the case of non-management directors of Genencor International, Inc., the Board of
Directors or a designated committee of the Board of Directors shall review and consider
whether the other responsibilities or roles of each such director do or could impair the
directors ability to act in the best interests of the Company. In such cases, the Board
of Directors or applicable committee of the Board of Directors shall make recommendations
to the Board regarding the proper handling of the situation, including, where appropriate,
the suggestion that such director refrain from participating on a matter when there is the
potential for an actual or perceived conflict of interest. 4




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In the case of officers and employees, potential conflicts of interest should be submitted
to the Corporate Compliance Committee for a determination regarding whether or not the
relationship or activity is acceptable. C.Receiving and Giving Gifts and Gratuities Directors, officers or employees are prohibited from giving or receiving excessive gifts,
payments, favors or business entertainment to or from customers, suppliers or others
having or seeking a business relationship with Genencor. A director, officer or employee
of the Company may accept gifts, meals, refreshments or entertainment as a courtesy,
provided the amenity is customarily associated with legitimate business relationships and
is not of such value or given with such frequency that it could influence the directors,
officers or employees business decisions. Generally, however, directors, officers and
employees should reciprocate this hospitality with similar courtesies. D.Improper Corporate Payments Genencor specifically prohibits offering, giving, soliciting or receiving bribes or
kickbacks in connection with Company business. These are criminal acts and can result in
criminal prosecution of any individuals involved as well as the Company. An offer or gift
to a government official may violate the law even if there is no intent to influence the
official. Neither personal funds or resources, nor third parties, may be used to do that
which is prohibited in this paragraph. VIII.PROTECTION OF GENENCOR ASSETS AND INFORMATION A.Use of Information Technology and E-Mail 1. Computer Software Software designers and manufacturers usually seek to protect their products with
copyrights. Genencors policy is to respect such copyrights and to strictly adhere
to applicable laws and regulations regarding the use and copying of software.
Accordingly, Genencor does not permit the installation, use or copying of software
where such action would violate any license agreement or copyright. If you are
uncertain about this policy or the requirements regarding any particular software,
please contact the Information Technology Department for guidance. 2. E-Mail, Internet and Telephone Usage Genencor provides electronic communications systems, such as e-mail, voice mail and
telephone services, as well as connection to the Internet, primarily for business
use. Incidental and occasional personal use of these systems is permitted provided
such use: (a) does not interfere with ones job performance, disrupt others or
subject Genencor to significant additional expense, (b) is not in furtherance of the 5




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business activity of any person or entity other than Genencor, and (c) does not
knowingly access or transmit material containing (i) derogatory comments regarding
race, creed, color, gender, age, marital status, disability, religion, national
origin, sexual orientation or veteran status, (ii) sexual content, (iii) offensive
language, (iv) material which would negatively reflect upon Genencor or would offend
co-workers or threaten the safety of the workplace, or (v) contents prohibited by law
or regulation. E-mail is not entirely secure, and, unlike a spoken conversation, e-mail creates a
lasting record. Therefore, Genencor directors, officers and employees should
exercise the same care, caution and etiquette in sending an e-mail message (whether
internally or externally) as they would in normal written business communications.
Internet use similarly can create a lasting record and must be utilized in a
professional and appropriate manner. B.Confidentiality Directors, officers and employees during the normal course of their work will learn things
concerning Genencors business and the businesses of its customers, suppliers and
collaborative partners that are confidential. Such persons have a professional and
ethical responsibility to treat such information as privileged and to assure that such
information is not improperly or accidentally disclosed. Except as required in the proper
performance of your duties for Genencor or by law, you may not use or disclose any of
Genencors confidential information and must, upon termination of employment, return to
Genencor all copies of documents, notes, computer disks, and other repositories containing
confidential information. Moreover, the disclosure of confidential information belonging to a third party is often
subject to specific limitations agreed upon in advance by Genencor and the third party.
The disclosure of such information must take place in accordance with these specific
limitations. Please contact the Legal Department if you would like guidance with respect
to specific situations. C.Genencor Ownership of Inventions and Intellectual Property Given the nature of Genencors business, directors, officers and employees may develop or
participate in the development of inventions, discoveries, improvements or copyrightable
subject matter using the experience and knowledge gained through employment at Genencor.
Accordingly, in order to protect its assets and information, Genencor requires, as a
condition of employment, that each officer and employee sign an agreement acknowledging
that such intellectual property rights shall belong to Genencor and committing each
employee to transfer any rights that employee might otherwise have with respect to such
intellectual property. 6




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D.Record Retention and Maintenance of Proper Business Records Various fiscal, legal and operating requirements necessitate that Genencor maintains
complete and accurate business records and that the companys records are maintained in an
orderly manner. For this reason, Genencor has adopted, and all officers and employees are
expected to strictly adhere to the terms of, the current version of the Record Management
Policy and the associated Record Retention Guidelines. Failure to abide by this policy
may violate the law as well as Genencor policy. Consistent with the requirements of law, it is Company policy to keep books, records, and
accounts that accurately reflect the transactions of the Company. Company transactions
shall be recorded as necessary and appropriate (i) to permit the preparation of financial
statements and tax returns in conformity with generally accepted accounting and tax
principles and other applicable rules, regulations and criteria, and (ii) to ensure full
accountability for assets and activities of the Company. Moreover, all employees are
responsible for maintaining complete and accurate business and accounting records. In
particular, no director, officer or employee may make or permit to be made any false,
misleading or incomplete entries on Genencors books and records, and no funds or assets
may be maintained by the Company for any illegal or improper purposes. Any questions
regarding these particular requirements should be directed to your supervisor, the
Corporate Controller (with respect to financial reporting) or the Legal Department. E.Export/Import Restrictions Due to the global nature of our business, Genencor may receive requests for products or
technology by persons in countries subject to boycotts, sanctions or export controls by
the United States or other nations. Similarly, the jurisdictions in which we do business
may have laws or regulations concerning the importation of products or technology. These
laws may be general in nature or may specifically regulate the biotechnology industry and
its products. Persons with questions regarding these requirements should contact the
Regulatory Department or the Legal Department. IX.THE GENENCOR WORKPLACE A.Environment, Health and Safety Genencor is committed to conducting its business in compliance with all applicable
environmental, health and safety laws and regulations in a manner that has the highest
regard for the safety and wellness of its personnel, the general public, and the
environment. Examples of these laws and regulations include those concerning workplace
safety and the labeling, handling, transportation and disposal of potentially hazardous
substances. Genencor expects all directors, officers and employees to abide by the letter
and spirit of these laws and regulations. Persons with questions regarding the
requirements that apply to their particular work area should contact their supervisors,
the Regulatory Department or the Legal Department. 7




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B.Respecting Diversity 1.Discrimination Genencor is committed to a policy of providing equal employment opportunities.
Decisions, which affect employment and the employment processes of the company, such
as hiring, promotion, training, transfer, termination and demotion, will be made upon
merit, ability, performance and qualifications and not on legally protected and
discriminatory elements such as race, creed, color, gender, age, marital status,
disability, religion, national origin, sexual orientation or veteran status.
Genencor will continue to operate in strict compliance with all national, state and
local laws and regulations concerning these issues. Persons with questions regarding
these requirements should consult the Human Resources Department. 2.Harassment Genencor is committed to maintaining a work environment free from all forms of
harassment (including sexual harassment, physical harassment or verbal or non-verbal
abuse) where the individual dignity of each individual is respected. Genencor
strictly prohibits all forms of harassment including, but not limited to, harassment
based on race, creed, color, gender, age, marital status, disability, religion,
national origin or veteran status. This policy extends to all directors, officers
and employees and to non-employees conducting business in our work place. Generally, harassment is the creation of an intimidating, hostile or offensive
working environment. Sexual harassment is defined as unwelcome sexual advances,
requests for sexual favors and/or other verbal or physical conduct of a sexual nature
where: submission to such conduct is made either explicitly or implicitly a term or
condition of an individuals employment, submission or rejection of such conduct by
an individual is used as the basis for employment decisions affecting such
individual, or such conduct has the purpose or effect of unreasonably interfering
with an individuals work performance. Physical harassment refers to pushing,
hitting or other offensive behavior of a physical nature. Verbal abuse refers to
derogatory or degrading comments regarding, but not limited to, an individuals race,
creed, color, gender, age, marital status, disability, religion, national origin,
sexual orientation or veteran status. Individuals should consult the Human Resources Department with questions regarding
this provision. Moreover, if you feel you have been subjected to harassment or intimidation, we urge
you to inform your supervisor, the Human Resources Department or any other member of
management. Complaints will be fully investigated immediately and 8




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confidentiality will be maintained to the degree feasible. Genencor will not permit
retribution against any person who submits a report in good faith. C.Safe Working Environment

 All Genencor directors, officers and employees are expected to be in a physical and mental
condition that will allow them to work and conduct themselves in a safe, professional and
competent manner. Genencor is also committed to providing a work environment that is free
of the problems associated with the use and unlawful possession of controlled substances. D.Political Contributions Political contributions by corporations are highly regulated. Genencor will only make
contributions, whether direct or indirect, to candidates for public office, political
parties, or other political organizations in strict compliance with all applicable
national, state and local laws and regulations. Furthermore, all such contributions must
be in furtherance of clear corporate objectives and coordinated in advance with the Vice
President, Corporate Communications. Individual directors, officers and employees are
free to be involved in the political process, however, and to make personal contributions
as they see fit provided that such participation does not negatively affect ones work
performance or give the appearance of being sanctioned by Genencor. 9