EXHIBIT 14.1**Code of Business Conduct and Ethics**We are committed to maintaining high standards of business conduct and ethics. This Code ofBusiness Conduct and Ethics (this “***Code***”) reflects the business practices and principles ofbehavior behind that commitment. We expect employees, officers and directors to read and understandthis Code and abide by it in the performance of his or her business responsibilities. Employees arealso expected to ensure that all agents and contractors conform to Code standards when working foror on behalf of IDM Pharma, Inc. (“***IDM***”).**1. Honest and Ethical Conduct**IDM promotes high standards of integrity by conducting our affairs in an honest and ethical manner.The integrity and reputation of IDM depends on the honesty, fairness and integrity brought to thejob by each person associated with us. Unyielding personal integrity is the foundation of ourcorporate integrity.**2. Legal Compliance**Disregard of the law will not be tolerated. Violation of domestic or foreign laws, rules andregulations may subject an individual, as well as IDM, to civil and/or criminal penalties. Yourconduct and records, including emails, are subject to internal and external audits, and todiscovery by third parties in the event of a government investigation or civil litigation. It is ineveryone’s best interests to know and comply with our legal and ethical obligations.**3. Conflicts of Interest**You must avoid personal interests that conflict with interests of IDM, or that might influence orappear to influence your judgment or actions in performing your duties. You should not have anybusiness, financial or other relationship with collaborators, license partners, suppliers orcompetitors that might impair or appear to impair the independence of IDM. We acknowledge that thenon-employee members of our Board of Directors (the “***Board***”) may have various business, financial,scientific or other relationships with existing or potential collaborators, license partners,supplier or competitors. Any actual or potential conflicts of interest relating to any of theserelationships of our non-employee directors that have been or are disclosed to our Board shall notbe considered violations of this Code and shall not otherwise require a waiver of any provisions ofthis Code. Notwithstanding the foregoing, if the Board affirmatively determines that any suchrelationship is inconsistent with the director’s responsibilities, it shall so advise the directorand the director shall terminate the relationship as promptly as practical.**4. Corporate Opportunities**You may not take personal advantage of opportunities that are presented to you or discovered by youas a result of your position with us or through your use of corporate property or information,unless authorized by your supervisor, the Compliance Officer or the Audit Committee.
 

 
**5. Maintenance of Corporate Books, Records, Documents and Accounts; Financial Integrity; PublicReporting**Our corporate and business records should be completed accurately and honestly. Making any false ormisleading entries, whether they relate to financial results or test results, is strictlyprohibited. Our records serve as a basis for managing our business and are important in meeting ourobligations to our shareholders, collaborators, license partners, suppliers, employees and otherswith whom we do business. As a result, it is important that our books, records and accountsaccurately and fairly reflect, in reasonable detail, our assets, liabilities, revenues, costs andexpenses, as well as all transactions and changes in assets and liabilities. We require that noentry be made in our books and records that intentionally hides or disguises the nature or anytransaction or of any of our liabilities, or misclassifies any transactions as to accounts oraccounting periods. Employees who collect, provide or analyze information for or otherwisecontribute in any way in preparing or verifying our internal reports, reports filed with theSecurities and Exchange Commission or press releases issued by the Company should strive to ensurethat our financial and other disclosure is timely, accurate and transparent and that our reportsand press releases contain all of the information about IDM that would be important to enablestockholders and potential investors to assess the soundness and risks of our business and financesand the quality and integrity of our accounting and disclosures. Any employee who becomes aware ofany departure from these standards has a responsibility to report his or her knowledge promptly toa supervisor, the Compliance Officer or our Chief Executive Officer.**6. Waivers**Any waiver of this Code for executive officers including, where required by applicable laws, ourprincipal executive officer, principal financial officer, principal accounting officer orcontroller (or persons performing similar functions) or directors may be authorized only by ourBoard or a committee of the Board and will be disclosed to stockholders as required by applicablelaws, rules and regulations.**7. Compliance Standards and Procedures****Compliance Resources**We have established the position of Compliance Officer to oversee this program and he can addressany of your questions or concerns. The Compliance Officer, our Chief Financial Officer, can bereached at 949-470-6444. You may also speak with your supervisor or our Chief Executive Officer.**Ethics Hotline**You may call 949-470-6444 (our Ethics Hotline) and leave a message if you wish to ask questionsabout IDM policy, seek guidance on specific situations or report violations of this Code. OurCompliance Officer will retrieve any messages left at least once a week. You may call the numberanonymously if you prefer as it is not equipped with caller identification, although the ComplianceOfficer will be unable to obtain follow-up details from you that may be necessary to investigatethe matter. Your telephonic contact with the Ethics Hotline will be kept strictly confidential to the extent reasonably possible within the objectives of this Code.
 

 
**Clarifying Questions and Concerns; Reporting Possible Violations**If you encounter a situation or are considering a course of action and its appropriateness isunclear, discuss the matter promptly with your supervisor, the Compliance Officer or our ChiefExecutive Officer.**Obligation to Report Possible Violations**If you are aware of a suspected or actual violation of Code standards by others, you have aresponsibility to report it.**No Reprisals**We will take prompt disciplinary action against any employee who retaliates against you, up to andincluding termination of employment.**Confidentiality**Supervisors must promptly report any complaints or observations of Code violations to theCompliance Officer.**Discipline**If the investigation indicates that a violation of this Code has probably occurred, we will takesuch action as we believe to be appropriate under the circumstances. If we determine that anemployee is responsible for a Code violation, he or she will be subject to disciplinary action upto, and including, termination of employment and, in appropriate cases, civil action or referralfor criminal prosecution. Appropriate action may also be taken to deter any future Code violations.Such disciplinary actions may also be taken (A) when an employee fails to report or withholdsrelevant information concerning a violation of such standards, laws or regulation, or (B) whenthere has been inadequate supervision or lack of diligence by a supervisor or manager in connectionwith a violation of such standards, laws, or regulations.