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                                                                    Exhibit 14.1
                              ANTARES PHARMA, INC.

                      CODE OF BUSINESS CONDUCT AND ETHICS

             Adopted By the Board of Directors on February 5, 2004

Introduction

     This Code of Business Conduct and Ethics covers a wide range of business
practices and procedures. It is applicable to all of our employees, officers and
members of the Board of Directors. It does not cover every issue that may arise,
but it sets out basic principles to guide all employees of the Company. All of
our directors and employees must conduct themselves accordingly and seek to
avoid even the appearance of improper behavior.

     If a law conflicts with a policy in this Code, you must comply with the
law. If you have any questions about these conflicts, you should ask your
supervisor how to handle the situation.

     Those who violate the standards in this Code will be subject to
disciplinary action, up to and including termination of employment. If you are
in a situation which you believe may violate or lead to a violation of this
Code, follow the guidelines described in Section 15 of this Code.

1.   Compliance with Laws, Rules and Regulations

     Obeying the law, both in letter and in spirit, is the foundation on which
this Company's ethical standards are built. All employees must respect and obey
the laws of the cities, states and countries in which we operate. Although not
all employees are expected to know the details of these laws, it is important to
know enough to determine when to seek advice from supervisors, managers or other
appropriate personnel. If requested, the Company will provide information
regarding compliance with laws, rules and regulations, including insider-trading
laws.

2.   Conflicts of Interest

     A "conflict of interest" exists when a person's private interest interferes
in any way with the interests of the Company. A conflict situation can arise
when an employee or officer takes actions or has interests that may make it
difficult to perform his or her Company work objectively and effectively.
Conflicts of interest may also arise when an employee or officer, or members of
his or her family, receives improper personal benefits as a result of his or her
position in the Company. Loans to, or guarantees of obligations of, employees
and their family members may create conflicts of interest.

     It is almost always a conflict of interest for a Company employee to work
simultaneously for a competitor, customer or supplier. You are not allowed to
work for a competitor as a consultant or board member. The best policy is to
avoid any direct or indirect business

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connection with our customers, suppliers or competitors, except on our behalf.
Conflicts of interest are prohibited as a matter of Company policy, except under
guidelines approved by the Board of Directors. Conflicts of interest may not
always be clear-cut, so if you have a question, you should consult with higher
levels of management or the Company's CFO. Any employee or officer who becomes
aware of a conflict or potential conflict should bring it to the attention of a
supervisor, manager or other appropriate personnel or consult the procedures
described in Section 15 of this Code.

Members of the Company's Board of Directors also have a responsibility to avoid
conflicts of interest. To avoid conflicts of interest, directors are expected to
disclose to their fellow directors any personal interest they may have in a
transaction upon which the Board passes and to recuse themselves from
participation in any decision, except to the extent requested by the Board of
Directors, in which there is a conflict between their personal interests and the
interest of the Company.

3.   Insider Trading

     Employees who have access to confidential information are not permitted to
use or share that information for stock trading purposes or for any other
purpose except the conduct of our business. All non-public information about the
Company should be considered confidential information. To use non-public
information for personal financial benefit or to "tip" others who might make an
investment decision on the basis of this information is not only unethical but
also illegal. In order to assist with compliance with laws against insider
trading, the Company has adopted a specific policy governing employees' trading
in securities of the Company. This policy has been distributed to every
employee. If you have any questions, please consult the Company's CFO.

4.   Corporate Opportunities

     Employees, officers and directors are prohibited from taking for themselves
personally opportunities that are discovered through the use of corporate
property, information or their positions without the consent of the Board of
Directors. No employee may use corporate property, information, or his or her
position for improper personal gain, and no employee may compete with the
Company directly or indirectly. Employees, officers and directors owe a duty to
the Company to advance the Company's legitimate interests when the opportunity
to do so arises.

5.   Competition and Fair Dealing

     We seek to outperform our competition fairly and honestly. Stealing
proprietary information, possessing trade secret information that was obtained
without the owner's consent, or inducing such disclosures by past or present
employees of other companies is prohibited. Each employee should endeavor to
respect the rights of and deal fairly with the Company's customers, suppliers,
competitors and employees. No employee should take unfair advantage of anyone
through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or any other intentional unfair-dealing
practice.

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     The purpose of business entertainment and gifts in a commercial setting is
to create good will and sound working relationships, not to gain unfair
advantage with customers. No gift or entertainment should ever be offered,
given, provided or accepted by any Company employee, family member of an
employee or agent unless it (1) is not a cash gift, (2) is consistent with
customary business practices, (3) is not excessive in value, (4) cannot be
construed as a bribe or payoff and (5) does not violate any laws or regulations.
Please discuss with your supervisor any gifts or proposed gifts which you are
not certain are appropriate.

6.   Discrimination and Harassment

     The diversity of the Company's employees is a tremendous asset. We are
firmly committed to providing equal opportunity in all aspects of employment and
will not tolerate any illegal discrimination or harassment of any kind. Examples
include derogatory comments based on racial or ethnic characteristics and
unwelcome sexual advances.

7.   Health and Safety

     The Company strives to provide each employee with a safe and healthy work
environment. Each employee has responsibility for maintaining a safe and healthy
workplace for all employees by following safety and health rules and practices
and reporting accidents, injuries and unsafe equipment, practices or conditions.

     Violence and threatening behavior are not permitted. Employees should
report to work in condition to perform their duties, free from the influence of
illegal drugs or alcohol. The use of illegal drugs in the workplace will not be
tolerated.

8.   Record-Keeping

     The Company requires honest and accurate recording and reporting of
information in order to make responsible business decisions. For example, only
the true and actual number of hours worked should be reported.

     Many employees regularly use business expense accounts, which must be
documented and recorded accurately. If you are not sure whether a certain
expense is legitimate, ask your supervisor or your controller.

     All of the Company's books, records, accounts and financial statements must
be maintained in reasonable detail, must appropriately reflect the Company's
transactions and must conform both to applicable legal requirements and to the
Company's system of internal controls. Unrecorded or "off the books" funds or
assets should not be maintained unless permitted by applicable law or
regulation.

     Business records and communications often become public, and we should
avoid exaggeration, derogatory remarks, guesswork, or inappropriate
characterizations of people and companies that can be misunderstood. This
applies equally to e-mail, internal memos, and formal

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reports. Records should always be retained or destroyed according to the
Company's record retention policies. In accordance with those policies, in the
event of litigation or governmental investigation please consult the Company's
CFO.

9.   Confidentiality

     Employees must maintain the confidentiality of confidential information
entrusted to them by the Company or its customers, except when disclosure is
authorized by a supervisor or required by laws or regulations. Confidential
information includes all non-public information that might be of use to
competitors, or harmful to the Company or its customers, if disclosed. It also
includes information that suppliers and customers have entrusted to us. The
obligation to preserve confidential information continues even after employment
ends. In connection with this obligation, every employee should execute a
confidentiality agreement when he or she began his or her employment with the
Company.

10.  Protection and Proper Use of Company Assets

     All employees should endeavor to protect the Company's assets and ensure
their efficient use. Theft, carelessness, and waste have a direct impact on the
Company's profitability. Any suspected incident of fraud or theft should be
immediately reported for investigation. Company equipment should not be used for
non-Company business, though incidental personal use may be permitted.

     The obligation of employees to protect the Company's assets includes its
proprietary information. Proprietary information includes intellectual property
such as trade secrets, patents, trademarks and copyrights, as well as business,
marketing and service plans, engineering and manufacturing ideas, designs,
databases, records, salary information and any unpublished financial data and
reports. Unauthorized use or distribution of this information would violate
Company policy. It could also be illegal and result in civil or even criminal
penalties.

11.  Payments to Government Personnel

     The U.S. Foreign Corrupt Practices Act prohibits giving anything of value,
directly or indirectly, to officials of foreign governments or foreign political
candidates in order to obtain or retain business. It is strictly prohibited to
make illegal payments to government officials of any country.

     In addition, the U.S. government has a number of laws and regulations
regarding business gratuities which may be accepted by U.S. government
personnel. The promise, offer or delivery to an official or employee of the U.S.
government of a gift, favor or other gratuity in violation of these rules would
not only violate Company policy but could also be a criminal offense. State and
local governments, as well as foreign governments, may have similar rules. The
Company's CFO can provide guidance to you in this area.

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12.  Waivers of the Code of Business Conduct and Ethics

     Any waiver of this Code for executive officers or directors may be made
only by the Board of Directors and will be promptly disclosed as required by law
or the rules of any market on which our securities may be traded or quoted.

13.  Reporting any Illegal or Unethical Behavior

     Employees are expected and encouraged to talk to supervisors, managers or
other appropriate personnel about observed illegal or unethical behavior and
when they are in doubt about the best course of action in a particular
situation. It is the policy of the Company not to allow retaliation for reports
of misconduct by others made in good faith by employees. Employees are expected
to cooperate in internal investigations of misconduct.

     The Company's Audit Committee Charter provides that the Audit Committee is
to establish procedures regarding the receipt, retention, and treatment of
complaints received by the Company regarding accounting, internal accounting
controls, or auditing matters. Further, the Company's Audit Committee Charter
provides that employees must be able to confidentially and anonymously submit
concerns regarding questionable accounting or auditing matters. Therefore, any
employee may submit a good faith concern regarding questionable accounting or
auditing matters without fear of dismissal or retaliation of any kind.

14.  Financial Reporting

     All employees bear a special responsibility for promoting integrity
throughout the organization with responsibilities to stakeholders both inside
and outside of the Company. Accordingly, each employee agrees that he or she
will:

   . Provide information that is accurate, complete, objective, relevant, timely
     and understandable to ensure full, fair, accurate, timely, and
     understandable disclosure in reports and documents that the Company files
     with, or submits to, government agencies and in other public
     communications.

   . Achieve responsible use of and control over all assets and resources
     employed or entrusted.

   . Notify the CEO or the Audit Committee of (a) any significant deficiencies
     in the design or operation of internal controls which would adversely
     affect the Company's ability to record, process, summarize and report
     financial data or (b) any fraud, whether or not material, that involves
     management or other employees who have a significant role in the Company's
     financial reporting, disclosures or internal controls. The anonymous
     reporting mechanism set forth in the Audit Committee charter may be used
     for this purpose.

15.  Compliance Procedures

     We must all work to ensure prompt and consistent action against violations
of this Code. However, in some situations it is difficult to know if a violation
has occurred. Since we cannot

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anticipate every situation that will arise, it is important that we have a way
to approach a new question or problem. These are the steps to keep in mind:

   . Make sure you have all the facts. In order to reach the right solutions, we
     must be as fully informed as possible.

   . Ask yourself: What specifically am I being asked to do? Does it seem
     unethical or improper? This will enable you to focus on the specific
     question you are faced with, and the alternatives you have. Use your
     judgment and common sense; if something seems unethical or improper, ask
     the appropriate person for advice before proceeding.

   . Clarify your responsibility and role. In most situations, there is shared
     responsibility. Are your colleagues informed? It may help to get others
     involved and discuss the problem.

   . Discuss the problem with your supervisor. This is the basic guidance for
     all situations. In many cases, your supervisor will be more knowledgeable
     about the question, and will appreciate being brought into the
     decision-making process. Remember that it is your supervisor's
     responsibility to help solve problems.

   . Seek help from Company resources. In the rare case where it may not be
     appropriate to discuss an issue with your supervisor, or where you do not
     feel comfortable approaching your supervisor with your question, discuss it
     locally with your Human Resources manager.

   . You may report ethical violations in confidence and without fear of
     retaliation. You may report your complaints anonymously. The Company does
     not permit retaliation of any kind against employees for good faith reports
     of ethical violations.

   . Always ask first and act later: If you are unsure of what to do in any
     situation, seek guidance before you act.

16.  Enforcement

     The Board of Directors shall determine, or designate appropriate persons to
determine, appropriate actions to be taken in the event of violations of the
Code of Business Conduct and Ethics or by members of the Board of Directors or
any executive officer. The CEO shall make such determination with respect to all
other employees. Such actions shall be reasonably designed to deter wrongdoing
and to promote accountability for adherence to the Code of Business Conduct and
Ethics and shall, where appropriate, include written notices to the individual
involved that the Board or the CEO has determined that there has been a
violation, censure by the Board or the CEO, demotion or re-assignment of the
individual involved, suspension with or without pay or benefits (as determined
by the Board or CEO) and termination of the individual's employment. In
determining what action is appropriate in a particular case, the Board of
Directors or the CEO or such designee shall take into account all relevant
information, including the nature and severity of the violation, whether the
violation was a single occurrence or repeated occurrences, whether the violation
appears to have been intentional or inadvertent, whether the individual in
question had been advised prior to the violation as to the proper course of
action and whether or not the individual in question had committed other
violations in the past.

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