Exhibit 4.32



CENTERPULSE USA INC.

BUSINESS CONDUCT GUIDELINES

UNITED STATES AND CANADA

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CENTERPULSE USA INC.  BUSINESS CONDUCT GUIDELINES  UNITED STATES AND CANADA

CONTENTS

|Message to Employees |                                              |                                                              
|-------------------- | -------------------------------------------- | -------------------------------------------------------------
|I.                   | Compliance                                   |                                                              
|II.                  | Shared Responsibilities                      |                                                              
|III.                 | Compliance with the Law                      |                                                              
|                     | A.                                           | Food, Drug and Cosmetic Act                                  
|                     | B.                                           | Section 1128B(b) of the Social Security Act                  
|                     | C.                                           | Antitrust                                                    
|                     | D.                                           | Environmental and Safety Laws                                
|                     | E.                                           | International Trade Laws                                     
|                     |                                              | 1.                                                           
|                     |                                              | 2.                                                           
|                     |                                              | 3.                                                           
|                     | F.                                           | Securities                                                   
|IV.                  | Conflicts of Interest                        |                                                              
|                     | A.                                           | Assisting a Competitor                                       
|                     | B.                                           | Outside Work                                                 
|                     | C.                                           | Supplying the Company                                        
|                     | D.                                           | Use of the Company's Time and Assets                         
|                     | E.                                           | Gifts or Favors                                              
|V.                   | Protection and Use of Assets                 |                                                              
|                     | A.                                           | Confidential Information                                     
|                     | B.                                           | Agreement Relating to Inventions and Confidential Information
|                     | C.                                           | Internal Controls                                            
|                     | D.                                           | Recording and Reporting Information                          
|                     | E.                                           | Information About Others                                     
|                     | F.                                           | Information Owned by Others                                  
|                     | G.                                           | Software                                                     
|VI.                  | Political Activity                           |                                                              
|VII.                 | Nondiscrimination                            |                                                              
|VIII.                | Compliance and Discipline                    |                                                              
|IX.                  | Help and Information                         |                                                              
|X.                   | Business Ethics and Compliance Administrator |                                                              
|XI.                  | Hotline                                      |                                                              
|Acknowledgment       |                                              |                                                              

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CENTERPULSE LTD BUSINESS CONDUCT GUIDELINES  UNITED STATES AND CANADA

Message to Employees

Through the years, we have built our business on the basis of trust and confidence in providing technologically advanced reliable medical devices for
cardiovascular, orthopedic, and dental applications. Quality is paramount in everything we do at Centerpulse Ltd ("Centerpulse" or the
"Company"). The Corporate Principles clearly set forth our commitment to conduct our business with the highest ethical standards and to work diligently to be a respected corporate citizen.

We
conduct our business in different countries and under a wide range of competitive situations, subject to a variety of local laws, regulations, and cultures. To successfully compete on
a worldwide basis, we must be flexible and innovative to achieve our business goals.

We
intend to be a world class leader in every aspect of our businessincluding our conduct. Choosing the right course of conduct begins with the basic honesty and integrity
of you and your fellow employees. It also depends on your sound judgment and awareness to the way others perceive us and our actions. Those values are at the center of our dedication to
customer-driven quality.

Each
of us must have a clear understanding of our responsibilities for conducting ourselves in accordance with the policies that express Centerpulse's ethical standards, which include
compliance with all applicable laws. To this end, the Company has prepared these Business Conduct Guidelines (hereinafter sometimes referred to as the "Guidelines"). It outlines and confirms the
Company's commitment to high ethical standards for the benefit of our employees, customers, shareholders, and the general public. The Business Conduct Guidelines have been adopted by the Board of
Directors of each Centerpulse subsidiary and applies to all officers, directors, and employees.

The
materials presented in the Business Conduct Guidelines have taken on a new importance. Every day we hear about the criminalization of matters that have traditionally been viewed as
civil statutes and regulations. Examples of areas where the criminalization of our laws is readily apparent are regulatory compliance, occupational health and safety, and environmental compliance.

Obviously,
the involvement of any Centerpulse subsidiary in a criminal prosecution would have a significant negative impact on our business. It is no longer enough to worry about
negligent acts being covered by insurance; we must be aware of the potential for stiff fines and imprisonment.

I
ask that each of you read and retain this publication. You will be asked periodically to reaffirm your understanding of the Business Conduct Guidelines by signing an appropriate
certificate. Company policy requires adherence to these Guidelines. By consistently applying high ethical standards to all of our business relationships, the Company's reputation for integrity and
fair dealing will continue to be a source of pride for us all. Let us join together in assuring a continuing practice of the Guidelines in the future.

| |  | David S. Wise Group Vice President and General Counsel
| |  | ------------------------------------------------------

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I.    COMPLIANCEEACH EMPLOYEE'S RESPONSIBILITY

As a condition of employment with the Company, employees are expected to comply with the Company's Business Conduct Guidelines and underlying policies. These
Guidelines are intended to provide guidance to employees on their basic ethical and legal responsibilities.

All
employees benefit from an atmosphere of ethical conduct. The medical device industry continues to undergo significant changes. Because rapid changes in our industry constantly pose
new ethical and legal considerations, no set of guidelines can or should be the absolute final word under all circumstances. When in doubt, employees have the responsibility to seek clarification from
their line management, or, if necessary, the Company Legal Department.

II.    SHARED RESPONSIBILITIES

The Company is committed to increasing its value to customers, employees, and shareholders by profitably developing, producing, distributing, and supporting
technologically advanced implants of the highest quality for use within the human body. We will fulfill this commitment while upholding the highest level of ethical conduct and meeting our
responsibilities as good corporate citizens. Under Company ethical standards, Company employees share certain responsibilities, but each individually is accountable for:



These
Guidelines provide basic guidance to assist you in meeting your responsibilities.

III.    COMPLIANCE WITH THE LAW

The Company's policy is to comply with all laws and regulations that apply to its businesses. Because of the nature of our businesses and our diverse operations,
the Company is subject to legal requirements that are both numerous and complex. All employees should understand the laws and regulations which apply to them in the performance of their jobs and
ensure that Company operations with which they are involved are conducted in conformity with those laws and regulations. Violation of these laws and regulations can seriously injure the Company's
reputation, subject the Company to liability, and even subject individual employees to personal liability. Line management must fully support each employee in this responsibility and provide the
necessary resources for compliance. Questions concerning any legal responsibility should be referred to the Company Legal Department. Although it is impractical to detail all relevant laws, the
following is a list of those that in general have the greatest impact on our businesses.

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IV.    CONFLICTS OF INTEREST

We should all consider ourselves as persons in positions of trust and conduct ourselves accordingly. We must be sensitive to the many situations, on and off the
job, where a conflict of interest or even a perception of such a conflict could originate. Activities which, tend to hamper one's ability to devote full attention to the requirements of his or her
position should, in general, be avoided. Also, under no circumstances should an employee use his or her position with the Company to gain any advantage.

It
is not possible to define all situations which, would constitute a conflict with the interests of the Company or impair an employee's ability to perform his or her job; in most cases,
normal judgment should suffice to evaluate a situation. In those cases where doubt exists concerning the applicability of this policy to a particular situation, all pertinent facts should be presented
to an officer of the Company or where appropriate to the Director of Internal Audit or the General Counsel. Any conflicts of interest to which you are a party existing as of the date you sign the
Acknowledgment of understanding of the Business Conduct Guidelines should be disclosed to the Business Ethics and Compliance Administrator for resolution.

This
policy applies to both direct and indirect interests and activities of the employee and members of his or her immediate family and to other associates of the employee. It also
extends to transactions by any person who may act on behalf of the employee or members of his or her immediate family or his or her other associates in connection with such interests.

The
following activities are presented as a guide for determining circumstances which might create conflicts of interest; however, they are not intended to cover all possible situations:



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V.    PROTECTION AND USE OF ASSETS

The Company has a wide variety of assets which are of significant value to the Company's competitiveness and success. These assets include our extremely valuable
confidential information as well as our physical assets.

Protecting
these assets is important and is a fundamental responsibility of each employee. The loss, theft, or misuse of Company assets jeopardizes the future of the Company.

The
Company has an established policy on Safety and Security. Employees must comply with site safety and security policies to safeguard physical property, proprietary information, and
other assets.



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VI.    POLITICAL ACTIVITY

Employees will neither make contribution of Company funds, property, or services nor be reimbursed by the Company for contributions of personal funds, property,
or services to any political party or committee; or to any candidate for or holder of any political office.

The
Company encourages all employees to exercise their rights of citizenship by voting, by making personal political contributions if they wish to do so with their own funds, and by
being otherwise politically active in support of candidates or parties of the employee's own personal selection. When speaking out on public issues, employees should make sure that they do so as an
individual and not give the appearance that they are speaking or acting on the Company's behalf.

VII.    NONDISCRIMINATION

Employees should respect the rights and cultural differences of individuals in conducting the Company's business. The Company is firmly committed to a policy of
nondiscrimination in employment and to the cause of equal employment and advancement opportunity for all. It is the policy of the
Company not to discriminate against any employee or applicant for employment because of race, color, religion, sex, physical or mental disability, age or national origin. Harassment of any type will
not be tolerated.

VIII.    COMPLIANCE AND DISCIPLINE

The Company and its employees are determined to operate according to the highest possible standards of business ethics and conduct. These Guidelines are important
to the Company and are to be taken seriously by all employees. Failure to comply with these Business Conduct Guidelines will result in disciplinary action that may include suspension, termination,
referral for criminal prosecution and/or reimbursement to the Company for any losses or damages resulting from the violation. As with all matters involving disciplinary action, principles of fairness
will apply. Any employee charged with a violation of these Guidelines will be afforded an opportunity to explain his or her actions before disciplinary action is taken.

Disciplinary
action will be take when:



These
Guidelines will be enforced at all levels, fairly and without prejudice. Consistent with its obligations under the law, and within the enforcement process established in these
Guidelines, the Company will keep confidential the identity of employees about or against whom allegations of violations are brought, unless or until it has been determined that a violation has
occurred. Similarly, to the extent requested and permitted by law, the Company will keep confidential the identity of anyone reporting a possible violation.

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IX.    HELP AND INFORMATION

Any employee with a need for help or information regarding these Guidelines is encouraged to take up that matter with his or her immediate supervisor. If there is
a reason why this is not appropriate, the employee should discuss the matter with a Company attorney or the General Counsel.

X.    BUSINESS ETHICS AND COMPLIANCE ADMINISTRATOR

The General Counsel is the Company's Business Ethics and Compliance Administrator and is available for any assistance and information deemed necessary. A direct
line is available to the General Counsel's office and is available for this purpose. The telephone number is 713/561-6309.

XI.    HOTLINE

The Company has established a hotline to facilitate notification to the Company of potential violations of these Business Conduct Guidelines. Employees are
encouraged to call the hotline at 713/561-6309. The hotline will be answered 24 hours a day in person or by phone mail and all calls will be held in confidence if requested and to
the extent permitted by law.

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|[CENTERPULSE LOGO] |  | Centerpulse USA Inc.9900 Spectrum Drive
Austin, Texas 78717
|------------------ |  | -----------------------------------------------------------
|                   |  |                                                            

ACKNOWLEDGMENT

I have read the Business Conduct Guidelines. I understand that these Guidelines represent the policy of the Company and I understand my responsibility to comply
with them and the process for dealing with violations.

| |  |                       
| |  | ----------------------
| |  | Employee's Signature  
| |  |                       
| |  | Social Security Number
| |  |                       
| |  | Company               
| |  |                       
| |  | Date                  

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