EXHIBIT 14.1



VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC.



CODE OF BUSINESS CONDUCT AND ETHICS



This Code of Business Conduct and Ethics (the Code) sets forth legal and ethical standards of conduct for directors, officers
and employees of Varian Semiconductor Equipment Associates, Inc. (the Company). This Code is intended to deter wrongdoing and to promote the conduct of all Company business in accordance with high standards of integrity and in compliance
with all applicable laws and regulations. This Code applies to the Company and all of its subsidiaries and other business entities controlled by it worldwide.



If you have any questions regarding this Code or its application to you in any situation, you should contact your supervisor or the Vice President and General Counsel
of the Company.



Compliance with Laws, Rules and Regulations



The Company requires that all employees, officers and directors comply with all laws,
rules and regulations applicable to the Company wherever it does business. You are expected to use good judgment and common sense in seeking to comply with all applicable laws, rules and regulations and to ask for advice when you are uncertain about
them.



If you become aware of the violation of any law, rule or regulation by
the Company, whether by its officers, employees, directors, or any third party doing business on behalf of the Company, it is your responsibility to promptly report the matter to your supervisor or the Vice President and General Counsel. While it is
the Companys desire to address matters internally, nothing in this Code should discourage you from reporting any illegal activity, including any violation of the securities laws, antitrust laws, environmental laws or any other federal, state
or foreign law, rule or regulation, to the appropriate regulatory authority. Employees, officers and directors shall not discharge, demote, suspend, threaten, harass or in any other manner discriminate or retaliate against an employee because he or
she reports any such violation, unless it is determined that the report was made with knowledge that it was false. This Code should not be construed to prohibit you from testifying, participating or otherwise assisting in any state or federal
administrative, judicial or legislative proceeding or investigation.



Conflicts of Interest



Employees, officers and directors must
act in the best interests of the Company. You must refrain from engaging in any activity or having a personal interest that presents a conflict of interest. A conflict of interest occurs when your personal interest interferes, or appears
to interfere, with the interests of the Company. A conflict of interest can arise whenever you, as an officer, director or employee, take action or have an interest that prevents you from performing your Company duties and responsibilities honestly,
objectively and effectively.



For example:



| |  |  | No employee, officer or director shall perform services as a consultant, employee, officer, director, advisor or in any other capacity for, or have a financial interest in, a
competitor of the Company, other than services performed at the request of the Company and other than a financial interest representing less than one percent (1%) of the outstanding shares of a publicly-held company; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | No employee, officer or director shall use his or her position with the Company to influence a transaction with a supplier or customer in which such person has any personal
interest, other than a financial interest representing less than one percent (1%) of the outstanding shares of a publicly-held company.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



It is your responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest to the General Counsel or,
if you are an executive officer or director, to the Board of Directors, who shall be responsible for determining whether such transaction or relationship constitutes a conflict of interest.



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Insider Trading



Employees, officers and directors who have material non-public information about the Company or other companies, including our suppliers and customers, as a result of
their relationship with the Company are prohibited by law and Company policy from trading in securities of the Company or such other companies, as well as from communicating such information to others who might trade on the basis of that
information. To help ensure that you do not engage in prohibited insider trading and avoid even the appearance of an improper transaction, the Company has adopted an Insider Trading Policy, which is available on the Companys Intranet or the
General Counsel.



If you are uncertain about the constraints on your purchase
or sale of any Company securities or the securities of any other company that you are familiar with by virtue of your relationship with the Company, you should consult with the General Counsel before making any such purchase or sale.



Confidentiality



Employees, officers and directors must maintain the confidentiality of confidential information entrusted to them by the Company or other
companies, including our suppliers and customers, except when disclosure is authorized by a supervisor or legally mandated. Unauthorized disclosure of any confidential information is prohibited. Additionally, employees should take appropriate
precautions to ensure that confidential or sensitive business information, whether it is proprietary to the Company or another company, is not communicated within the Company except to employees who have a need to know such information to perform
their responsibilities for the Company.



Third parties may ask you for
information concerning the Company. Employees, officers and directors (other than the Companys authorized spokespersons) must not discuss internal Company matters with, or disseminate internal Company information to, anyone outside the
Company, except as required in the performance of their Company duties and after an appropriate confidentiality agreement is in place. This prohibition applies particularly to inquiries concerning the Company from the media, market professionals
(such as securities analysts, institutional investors, investment advisers, brokers and dealers) and security holders. All responses to inquiries on behalf of the Company must be made only by the Companys authorized spokespersons. If you
receive any inquiries of this nature, you must decline to comment and refer the inquirer to your supervisor or one of the Companys authorized spokespersons.



You also must abide by any lawful obligations that you have to your former employer. These obligations may include restrictions on the use
and disclosure of confidential information, restrictions on the solicitation of former colleagues to work at the Company, and non-competition obligations.



Honest and Ethical Conduct and Fair Dealing



Employees, officers and directors should endeavor to deal honestly, ethically and fairly with the Companys suppliers, customers, competitors and employees.
Statements regarding the Companys products and services must not be untrue, misleading, deceptive or fraudulent. You must not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation
of material facts or any other unfair-dealing practice.



Protection and
Proper Use of Corporate Assets



Employees, officers and directors should
seek to protect the Companys assets. Theft, carelessness and waste have a direct impact on the Companys financial performance. Employees, officers and directors must use the Companys assets and services solely for legitimate
business purposes of the Company and not for any personal benefit or the personal benefit of anyone else.



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Employees, officers and directors must advance the Companys legitimate interests when the opportunity to do so
arises. You must not take for yourself personal opportunities that are discovered through your position with the Company or the use of property or information of the Company.



Gifts and Gratuities



The use of Company funds or assets for gifts, gratuities or other favors to employees or government officials is prohibited, except to the extent such gifts are in
compliance with applicable law, nominal in amount and not given in consideration or expectation of any action by the recipient.



Employees, officers and directors must not accept, or permit any member of his or her immediate family to accept, any gifts, gratuities or other favors from any customer,
supplier or other person doing or seeking to do business with the Company, other than items of nominal value. Any gifts that are not of nominal value should be returned immediately and reported to your supervisor. If immediate return is not
practical, they should be given to the Company for charitable disposition or such other disposition as the Company believes appropriate in its sole discretion.



Common sense and moderation should prevail in business entertainment engaged in on behalf of the Company. Employees, officers and directors should provide, or accept,
business entertainment to or from anyone doing business with the Company only if the entertainment is infrequent, modest and intended to serve legitimate business goals.



Bribes and kickbacks are criminal acts, strictly prohibited by law. You must not offer, give, solicit or receive any form of bribe or
kickback anywhere in the world.



Accuracy of Books and Records and Public
Reports



Employees, officers and directors must honestly and accurately
report all business transactions. You are responsible for the accuracy of your records and reports. Accurate information is essential to the Companys ability to meet legal and regulatory obligations.



All Company books, records and accounts shall be maintained in accordance with all applicable
regulations and standards and accurately reflect the true nature of the transactions they record. The financial statements of the Company shall conform to generally accepted accounting rules and the Companys accounting policies. No undisclosed
or unrecorded account or fund shall be established for any purpose. No false or misleading entries shall be made in the Companys books or records for any reason, and no disbursement of corporate funds or other corporate property shall be made
without adequate supporting documentation.



It is the policy of the Company to
provide full, fair, accurate, timely and understandable disclosure in reports and documents filed with, or submitted to, the Securities and Exchange Commission and in other public communications.



Concerns Regarding Accounting or Auditing Matters



Employees with concerns regarding questionable accounting or auditing matters or complaints
regarding accounting, internal accounting controls or auditing matters may confidentially, and anonymously if they wish, submit such concerns or complaints in writing to the General Counsel or to the Companys outside counsel, Wilmer Cutler
Pickering Hale and Dorr LLP, 60 State Street, Boston, Massachusetts 02109 or may use the toll-free telephone number 866-266-8732 (866-266-VSEA). All such concerns and complaints will be forwarded to the Audit Committee of the Board of Directors
unless they are determined to be without merit by the General Counsel and Chief Financial Officer of the Company. In any event, a record of all complaints and concerns received will be provided to the Audit Committee each fiscal quarter. Any such
concerns or complaints may also be communicated, confidentially and, if you desire, anonymously, directly to any member of the Audit Committee of the Board of Directors.



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The Audit Committee will evaluate the merits of any concerns or complaints received by it and authorize such follow-up
actions, if any, as it deems necessary or appropriate to address the substance of the concern or complaint.



The Company will not discipline, discriminate against or retaliate against any employee who reports a complaint or concern, unless it is determined that the report was made with knowledge that it was false.



Waivers of this Code of Business Conduct and Ethics



While some of the policies contained in this Code must be strictly adhered to and no
exceptions can be allowed, in other cases exceptions may be possible. Any employee or officer who believes that an exception to any of these policies is appropriate in his or her case should first contact his or her immediate supervisor. If the
supervisor agrees that an exception is appropriate, the approval of the General Counsel must be obtained. The General Counsel shall be responsible for maintaining a complete record of all requests for exceptions to any of these policies and the
disposition of such requests.



Any executive officer or director who seeks an
exception to any of these policies should contact the Chairman of the Audit Committee of the Board of Directors. Any waiver of this Code for executive officers or directors or any change to this Code that applies to executive officers or directors
may be made only by the Board of Directors of the Company and will be disclosed as required by law or stock market regulation.



Reporting and Compliance Procedures



Every employee, officer and director has the responsibility to ask questions, seek guidance, report suspected violations and express concerns regarding compliance with
this Code. Any employee, officer or director who knows or believes that any other employee or representative of the Company has engaged or is engaging in Company-related conduct that violates applicable law or this Code should report such
information to his or her supervisor or to the General Counsel. You may report such conduct openly or anonymously without fear of retaliation. The Company will not discipline, discriminate against or retaliate against any employee who reports such
conduct, unless it is determined that the report was made with knowledge that it was false, or who cooperates in any investigation or inquiry regarding such conduct. Any supervisor who receives a report of a violation of this Code must immediately
inform the General Counsel.



You may report violations of this Code, on a
confidential or anonymous basis, by contacting the Companys General Counsel by fax, mail or e-mail at: (fax) 978-281-3152, (mail) 35 Dory Road, Gloucester, Massachusetts 01930, or (e-mail) gary.loser@vsea.com. In addition, the Company has
established a toll-free telephone number 866-266-8732 (866-266-VSEA) where you can leave a recorded message about any violation or suspected violation of this Code. While we prefer that you identify yourself when reporting violations so that we may
follow up with you, as necessary, for additional information, you may leave messages anonymously if you wish.



If the General Counsel receives information regarding an alleged violation of this Code, he or she shall, as appropriate, (a) evaluate such information, (b) if the alleged violation involves an executive
officer or a director, inform the Chief Executive Officer and Board of Directors of the alleged violation, (c) determine whether it is necessary to conduct an informal inquiry or a formal investigation and, if so, initiate such inquiry or
investigation and (d) report the results of any such inquiry or investigation, together with a recommendation as to disposition of the matter, to the Chief Executive Officer for action, or if the alleged violation involves an executive officer
or a director, report the results of any such inquiry or investigation to the Board of Directors or a committee thereof. Employees, officers and directors are expected to cooperate fully with any inquiry or investigation by the Company regarding an
alleged violation of this Code. Failure to cooperate with any such inquiry or investigation may result in disciplinary action, up to and including discharge.



The Company shall determine whether violations of this Code have occurred and, if so, shall determine the disciplinary measures to be taken against any employee who has
violated this Code. In the event that the alleged



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violation involves an executive officer or a director, the Chief Executive Officer and the Board of Directors, respectively, shall determine whether a
violation of this Code has occurred and, if so, shall determine the disciplinary measures to be taken against such executive officer or director.



Failure to comply with the standards outlined in this Code will result in disciplinary action including, but not limited to, reprimands, warnings, probation or suspension
without pay, demotions, reductions in salary, discharge and restitution. Certain violations of this Code may require the Company to refer the matter to the appropriate governmental or regulatory authorities for investigation or prosecution.
Moreover, any supervisor who directs or approves of any conduct in violation of this Code, or who has knowledge of such conduct and does not immediately report it, also will be subject to disciplinary action, up to and including discharge.



Dissemination and Amendment



This Code shall be distributed to each new employee, officer and director of the Company
upon commencement of his or her employment or other relationship with the Company. The Company reserves the right to amend, alter or terminate this Code at any time for any reason. The most current version of this Code can be found on the
Companys Intranet.



This document is not an employment contract between
the Company and any of its employees, officers or directors and does not alter the Companys at-will employment policy.



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