**Exhibit 14.1**

 

 

----

 
|  | Leiner Health Products Standard of Conduct |
|--|--------------------------------------------|

 

#1           Employees will engage only in fair and open competition.

 

#2           Employees must avoid conflict of interest.

 

#3           Employees will act with respect and consideration to fellow employees.

 

#4           Employees will record and report all data and information accurately andhonestly.

 

#5           Employees will perform services and produce products that reflect a highlevel of quality and safety, and ensuring that our business does not harm theenvironment.

 

#6           Employees must protect the company assets and the assets of othersentrusted to us against loss, theft and misuse.

 

You can report violations bycalling the Ethics Line 1-877-272-9728

 

----

 
|  | Leiner Health Products  Inc. |
|--|------------------------------|

 

DEAR FELLOW EMPLOYEE:

 

Each of us must have astrong commitment to conducting Leiner Health Products business in a lawful andethical manner.  Our character hasrewarded us with an enviable reputation in today’s marketplace, a reputation ofintegrity, honesty and trustworthiness. The value of our business can be seriously damaged by conduct that doesnot meet the standards we have set for ourselves.

 

In order to help us maintainhigh standards as we grow, we want to outline Leiner Health Products coreprinciples of ethical and legal business practice for ourselves and those newmembers of the Leiner Health Products team. We are committed to making Leiner Health Products the most respectedcompany in our industry for our customers, employees, shareholders, suppliers,and the communities in which we work. All Leiner Health Products employees have an obligation to comply withthose vital standards, which are absolute requirements of our employment withthe Company.

 

The attached bookletoutlines Leiner Health Products core principles of ethical and businesspractice.  Included in this booklet isthe hotline number where you may report any activity that may violate theStandard of Conduct. You may do so without fear of reprisal and anonymously ifyou prefer.

 

Please read this booklet,complete the certificate in the last page and return it signed as per theinstructions.  Retain the booklet in yourfiles for future reference.

 

Robert M. Kaminski

Chief Executive Officer

 

----

 
|  | **Table of  Contents** |
|--|------------------------|

 
| **WHY STANDARDS OF CONDUCT?**                                                                                                                                          | ** ** |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
|                                                                                                                                                                   |       |
| **STANDARD OF CONDUCT #1:**                                                                                                                                            | ** ** |
| Employees will engage only  in fair and open competition.                                                                                                              |       |
| • Compliance with Law and  Regulations                                                                                                                            | ** ** |
| • Antitrust                                                                                                                                                       | ** ** |
| • Foreign Business Practices                                                                                                                                      | ** ** |
| • Political  Activities                                                                                                                                           | ** ** |
|                                                                                                                                                                   |       |
| **STANDARD OF CONDUCT #2:**                                                                                                                                            | ** ** |
| Employees  must avoid conflicts of interest.                                                                                                                           |       |
| • Conflict of  Interest                                                                                                                                           | ** ** |
| • Gratuities                                                                                                                                                      | ** ** |
|                                                                                                                                                                   |       |
| **STANDARD OF CONDUCT #3:**                                                                                                                                            | ** ** |
| Employees will act with  respect and consideration to fellow employees.                                                                                                |       |
| •  Discrimination                                                                                                                                                 | ** ** |
| • Alcohol and  Drugs                                                                                                                                              | ** ** |
|                                                                                                                                                                   |       |
| **STANDARD OF CONDUCT #4:**                                                                                                                                            | ** ** |
| Employees will  record and report all data and information accurately and honestly.                                                                                    |       |
| ** **                                                                                                                                                             | ** ** |
| **STANDARD OF CONDUCT #5:**                                                                                                                                            | ** ** |
| Employees  will perform services and produce products that reflect a high level of  quality and safety, and ensuring that our business does not harm the  environment. |       |
|                                                                                                                                                                   |       |
| **STANDARD OF CONDUCT #6:**                                                                                                                                            | ** ** |
| Employees  must protect the company assets and the assets of others entrusted to us against  loss, theft and misuse.                                                   |       |
| • Company Funds                                                                                                                                                   | ** ** |
| • Proprietary Information                                                                                                                                         | ** ** |
|                                                                                                                                                                   |       |
| **PROCEDURES  FOR QUESTIONS AND REPORTS**                                                                                                                              | ** ** |
|                                                                                                                                                                   |       |
| **CERTIFICATE OF COMPLIANCE**                                                                                                                                          | ** ** |

 

----

 
|  | **Why Standards of Conduct?** |
|--|-------------------------------|

 

**LeinerHealth Products has established these Standards of Conduct to:**

 

•                  Emphasize our commitment to ethics andcompliance with the law;

 

•     Describe our basic standards of legal and ethical behavior;

 

•     Increase our employee’s sensitivity to legal and ethical issues;

 

•                  Provide guidance to employees on the complexethical and legal issues likely to be encountered in today’s rapidly changing businessenvironment;

 

•                  Inform employees about procedures forreporting known and suspected violations of standard of conduct or laws.

 

**All LeinerHealth Products employees have a duty with respect to the compliance with theStandards of Conduct.  We must be:**

 

•                  Thoroughly familiar with applicable laws andregulations and our Standards of Conduct, and follow them at all times;

 

•                  Sensitive to situations that could lead us orothers to engage in improper actions, and avoid such situations;

 

•                  Ready to take action against improper behaviorby reporting it when encountered.

 

**LeinerHealth Products Standards of Conduct fall within the following categories:**

 

***#1******          ******Employeeswill engage only in fair and open competition.***

 

***#2******          ******Employeesmust avoid conflicts of interest.***

 

***#3******          ******Employeeswill act with respect and consideration to fellow employees.***

 

***#4******          ******Employeeswill record and report all data and information accurately and honestly.***

 

***#5******          ******Employeeswill perform services and produce products that reflect a high level of qualityand safety, and ensuring that our business does not harm the environment.***

 

***#6******          ******Employeesmust protect the company assets and the assets of others entrusted to usagainst loss, theft and misuse.***

 

1

----

 
|                                                          | **Standard of Conduct #1:** |
|----------------------------------------------------------|-----------------------------|
| Employees will engage only in fair and open competition. |

 
| **Compliance with Laws and Regulations** | ** ** | **Employees,  while acting on behalf of the Company, shall comply with all applicable laws and  regulations. Sales and marketing personnel will not make false or exaggerated  claims or statements, and will not use any illegal or unethical practice to  obtain business.**                                                                                                                                                                                                                                           |
|------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                     | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                     |       | It is essential for Leiner  Health Products to maintain the highest standards of lawful conduct in all  its business activities, even though compliance may be burdensome or  expensive. Failure to live up to high standards of lawful conduct in business  can have a number of adverse consequences: negative publicity can result,  business reputation essential to the ability to compete can be severely  harmed, and severe civil and criminal penalties can be imposed upon both the Company  and the employee. |
|                                     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| **Antitrust**                            | ** ** | **Employees  must comply with Federal and State Antitrust Laws which prohibit exchange of  competitive information or agreement with competitors on prices, terms, or  conditions of sale, dividing market share and actions that would restrict  free competition in the market place.**                                                                                                                                                                                                                                |
|                                     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                                     |       | Antitrust laws prohibit  arrangements or exchange of information designed to influence or fix prices  or arrange market shares. Examples of prohibited actions are:                                                                                                                                                                                                                                                                                                                                                      |
|                                     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | • | Agreeing with a competitor  to divide up customers or territories. |
|                                     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | • | Agreeing with a competitor  that both companies will jointly cease doing business with a customer unless  the customer takes certain actions. |
|                                     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | • | Exchanging any form of  competitive information with a competitor. |
|                                     |       | These kinds of actions can  result in criminal penalties both for the individual involved and the Company.                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| **Foreign Business Practices**           | ** ** | **Employees  must comply with the Foreign Corrupt Practices Act that prohibits the payment  of money or benefits to foreign government officials for the purpose of  gaining or keeping business and obtain favorable action.**                                                                                                                                                                                                                                                                                          |
|                                     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                                     |       | At Leiner Health Products,  opportunities for international business contacts are increasing through the  purchasing of goods and services from foreign vendors, or the expansion of  our business contacts to international locations. Provided it is not  prohibited by local law and is usual and customary, employees of Leiner  Health Products may distribute gifts to governmental officials up to a retail  market value of $75 annually to any individual.                                                      |
|                                     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                                     |       | Local entertainment of  government officials is permissible provided it is usual, customary and reasonable  business entertainment consistent with the Company’s Travel and Entertainment  Policy. The distribution, directly or indirectly, of any other gifts to, or  payment of expenses on behalf of foreign government officials is strictly  prohibited unless specific prior written approval is obtained from the CEO or  the CFO.                                                                          |

 

2

----

 
| **Political Activities** | ** ** | **Employees  shall not use funds or resources of the Company in support of any political  party or candidates for elected office.**                                                                                                                                                                                                                                                                                                                                                                                           |
|--------------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                     |       | It is not appropriate for  Leiner Health Products to support a particular political candidate or  political party, except under certain limited circumstances allowable under  applicable laws. The Company respects and supports the right of all employees  to participate in the political process. However, it does not reimburse  employees for personal political contributions, nor does it permit employees  to campaign on company time or property, nor use company resources for  campaign purposes of any nature. |

 

3

----

 
|                                             | **Standard  of Conduct #2:** |
|---------------------------------------------|------------------------------|
| Employees must avoid conflicts of interest. |

 
| **Conflict of Interest** | ** ** | **Employees  shall avoid any activity or relationship with persons or entities that would  create or might appear to others to create a conflict with the interest of  the Company. Employees should not put themselves into a position in which  their personal interests and those of the Company are in conflict, or which  might interfere with the employee’s ability to perform his or her job as well  as possible.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                     |       | It is essential that  employees act in an objective manner, based on sound economic, technical and  ethical considerations, when making decisions affecting Leiner Health  Products. Any possibility of a conflict between the interests of the Company  and the employee’s own personal interests have the potential to affect an  employee’s ability to act in the best interests of the Company. To that  effect, employees should not have any business, financial or other relationship  with suppliers, customers or competitors that might impair or appear to  impair the independence of the company. For example, a significant ownership  interest (ie. 20% or greater) or substantial management control by an  employee or any member of his/her family in a supplier, customer, or third  party business with which the Company is doing business or negotiating  transactions is a conflict of interest.                                                                          |
|                     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| **Gratuities**           | ** ** | **Employees  shall not accept any form of gratuity, which would tend to affect, or give  the appearance of affecting their judgement in the performance of their  duties.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| ** **               | ** ** | **Employees  shall not give or offer to give gratuities in any form to anyone for the  purpose of influencing their judgement in the performance of their duties.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                     |       | Business decisions must be  made objectively, solely on the basis of quality, service, price and similar  competitive factors. Money, gifts, gratuities or favors received from or  offered that are above nominal value (eg. $75) that could be construed to be  related to one’s employment at Leiner Health Products, must be fully  disclosed and approved by the CEO or the CFO. Employees whose  responsibilities include selling, marketing, transportation, purchasing or  leasing of any type for the account of the Company need to exercise  particular discretion to avoid a possible conflict of interest.                                                                                                                                                                                                                                                                                                                                                                               |
|                     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                     |       | Commercial bribery is  illegal, and the payment or receipt of any business-related bribe is  prohibited. An employee should not, directly or indirectly, accept gifts of  cash or anything else of value from anyone having or seeking business with  the Company, other than non-cash gifts of nominal value (no more than $75)  generally used for promotional purposes by the donor. Participation in  business-related functions, including acceptance of lunches or meals on  occasion, is a normal and acceptable business practice. However, care must be  exercised to ensure that such functions are necessary and that their value  and frequency are not excessive (eg. weekly invitations from same customer or  vendor) under all applicable circumstances. Also, trips of several days  length at even partial supplier expense should not be accepted, particularly  if there is little or no work involved (eg. U.S. Open Tennis Match, Super  Bowl, Master’s Golf Tournament, etc.). |

 

4

----

 
|                                                                          | **Standard of Conduct #3:** |
|--------------------------------------------------------------------------|-----------------------------|
| Employees will act with  respect and  consideration to fellow employees. |

 
| **Discrimination**    | ** ** | **Employees  shall not discriminate against anyone on any unlawful basis, including sex,  race, religion, color, national origin, sexual orientation, age, medical  condition, physical or mental disability, HIV or AIDS conditions, marital or  family leave status.**                                                                                                                                                                                                                                                                                                                           |
|-----------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **            | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                  |       | The employment relationship  is increasingly controlled by legal requirements. Leiner Health Products  cannot succeed unless it draws on the skills and strengths of every employee  and the communities in which it does business. Each employee has a different  and unique background, and the diversity of these backgrounds is one of the  strengths of Leiner Health Products. By accepting and valuing diversity, the  Company can achieve its goals in an inclusive work environment that allows  each employee to contribute to their maximum potential.                                  |
|                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                  |       | Employees have a  fundamental responsibility to show respect and consideration for all our  fellow employees. Prohibited forms of discrimination include, among other  things: favoring one employee over another in hiring, promotion or  compensation, on grounds other than qualifications or performance;  participating in any form of sexual harassment; or creating an environment  hostile to employees, such as telling derogatory jokes that might offend  minority groups or others.                                                                                                    |
|                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| **Alcohol and Drugs** | ** ** | **Employees  must comply with the company drug and alcohol policy.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                  |       | The safety and health of  employees and the public and the competitive position of Leiner Health  Products depends on having a work force that is free of the poor performance  that results from improper use of alcohol or using illegal drugs. The total  national cost of alcohol and drug abuse is in the billions of dollars per  year. These costs are a result of lost productivity, absenteeism, poor  quality control, injuries, ineffective supervision, destruction of property,  and thefts caused by the negligence, apathy, and lack of control created by  alcohol and drug abuse. |

 

5

----

 
|                                                                                     | **Standard  of Conduct #4:** |
|-------------------------------------------------------------------------------------|------------------------------|
| Employees  will record and report all data and information accurately and honestly. |

 
| **Records** | ** ** | **Employees  with responsibility to initiate, modify or prepare entries in the company  accounting records, reports or other business documents shall perform such  duties with management’s approval and in conformance with the company’s  policies and procedures.**                                                                                                                                                                                                                                                                                                                                                                                               |
|-------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **  | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|        |       | Accurate and reliable  records and reports are critical to the corporate decision-making process and  to the ability of Leiner Health Products to meet its legal and financial  reporting obligations. Improper activities include, among other things, misclassifying  expenditures, soliciting either advance or delayed invoices to change timing  of expenditures, and altering records to cover up past mistakes. Special  emphasis needs to be given to avoiding errors in frequently prepared items,  such as bank account reconciliations, inventory cycle counts, expense reports  and timesheets. No corporate funds or assets may be used for any unlawful  purpose. |

 

6

----

 
|                                                                                                                                                                      | **Standard  of Conduct #5:** |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------|
| Employees  will perform services and produce products that reflect a high level of quality and  safety and ensuring that our business does not harm the environment. |

 
| **Quality  and Environment** | ** ** | **Employees  shall take all actions with due regard for product quality, safety and health  of other employees and the public, and for the protection of the environment.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|------------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                         |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                         |       | One of the highest  priorities of Leiner Health Products is to provide a safe and healthy  workplace for all employees. Each employee has a responsibility for his or  her own safety and health, and that of coworkers and the public affected by  work at Leiner Health Products. Maintaining a safe and healthy workplace  means staying alert to existing work site conditions, using proper protective  equipment, following established safety procedures and using the correct  tools and equipment for the job. Employees taking legal drugs that could  affect their performance on the job should inform their supervisor, so the  correct safety considerations can be made. |
|                         |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                         |       | The Company takes pride in  the quality and value of its products, including meeting all applicable  safety standards set by law. It is Company policy not to knowingly produce or  distribute for sale any defective product and to minimize as much as possible  hazards from products that inherently entail some risk. The reputation and  success of our Company has been built upon the performance of our products.  Our customers have a right to expect that our products will not endanger  their health or safety in any way.                                                                                                                                                |
|                         |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                         |       | Another high priority for  Leiner Health Products is to protect and improve the environment to safeguard  health and the quality of life. The Company is committed to doing business in  an environmentally responsible manner. Leiner Health Products is subject to  numerous laws and regulations designed to protect the environment. Failure to  comply with any of these laws and regulations could potentially result in  harm to the environment and damage Leiner Health Product’s public image and  business reputation. It could also result in severe civil and criminal  penalties.                                                                                    |

 

7

----

 
|                                                                                                                      | **Standard  of Conduct #6:** |
|----------------------------------------------------------------------------------------------------------------------|------------------------------|
| Employees  must protect the company assets and the assets of others entrusted to us against loss, theft and  misuse. |

 
| **Company Funds and Property**               | ** ** | **Employees  shall not use any Company property, funds or services for personal benefit  and shall not remove or dispose of Company materials, supplies, inventory or  equipment without proper authority.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|----------------------------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                                   | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                         |       | All employees are  responsible for the proper use of property over which they have control.  Employees must safeguard the funds and property of Leiner Health Products to  prevent abuse, loss, theft, or unauthorized personal use. No corporate funds  or assets may be used for any unlawful purpose. In addition, no employee  should appropriate or make available to others any Company property for a  non-Company purpose. Company assets include inventions, trade names, trade  styles, artwork, or any innovations conceived or devised by employees during  the course of their work in the Company, using Company facilities,  proprietary information, and assets.                                                                                                                                                                                                                                                  |
|                                         |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| **Proprietary and Confidential Information** | ** ** | **Employees  shall not use for personal benefit information they obtain on the job that is  not readily available to the general public, and they shall not disclose any  such information which might damage the interest of the Company and its  employees.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                         |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                                         |       | For Leiner Health Products  to conduct its business successfully, it must protect against unauthorized  disclosure and use of proprietary and confidential information. Information  is proprietary and confidential if it gives the holder of the information an  opportunity to gain advantage over others who do not have it, or if  unauthorized disclosure and use could be detrimental to Leiner Health  Products, its customers or other business partners. Proprietary and  confidential information may include documents and data not belonging to  Leiner Health Products. Wrongfully receiving or using this type of  information can result in civil or criminal liability. Employees who have  access to proprietary and confidential information must be aware of the  sensitivity of that information and the importance of the procedures for  protecting that information from unauthorized disclosure and use. |
|                                         |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                                         |       | Employees must not purchase  or sell securities of any company if they have inside information  (undisclosed information to the public, which was obtained through the course  of employment). Employees must not furnish inside information to others. United  States laws prohibit anyone from trading in stock or other securities on  insider information or sharing inside information with others.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |

 

8

----

 
|                                                      |   |
|------------------------------------------------------|--------|
| Procedures  for Questions and Additional Information |

 

Every employee at LeinerHealth Products should comply with the principles contained in this booklet toavoid any impairment or appearance of impairment, of his or her ability toperform Company duties, as well as to avoid liability for the Company or forthe employees involved.

 

This booklet seeks tocommunicate the basic Leiner Health Products Standards of Conduct. The rightway to protect yourself and Leiner Health Products if you have any doubts aboutwhat is proper business conduct is to ask before you act.  If you have any questions about thestatements in this booklet, or whether what you are about to do is ethical orlegal, contact your supervisor or manager. In turn, this person may refer matters of policy interpretation to theDirector of Human Resources - East, and in matters of potentially seriousviolations of law to the Company’s General Counsel.

 

In the event that you becomeaware of any activities that are in direct conflict with the Standard ofConduct outlined in this booklet, you should communicate this immediately toyour supervisor or manager, or if you prefer, anonymously at the following tollfree number: 877-272-9728

 

Inserted in the final section isa Certificate of Compliance which all management employees (and thoseadministrative, non-management employees designated by their managers as beingin sensitive positions) are required to fill out and sign.

 

It must be recognized thatthe Leiner Health Products Standards of Conduct are more than an expression ofdesire that certain ideals be observed. Accordingly, employees should be aware that failure to comply with theprinciples described in this booklet, including the disclosure requirements,may result in disciplinary actions, up to and including termination ofemployment.  Such terminations, undercertain circumstances, may have additional significant financialimplications.  These may include, forexample, termination of unexercised stock options, cancellation of incentiveawards, etc.

 

9

----

 

Certificate of Compliance

 

All Leiner Health Products’employees are required to fill out these two pages and sign theCertificate of Compliance below. The signed Certificate of Compliance is to bereturned to the local human resources office, where it will be kept onfile.  In the event you are not incompliance at this time, or are not certain, or believe that any part of theStandard of Conduct does not pertain to you for some reason, you should discussthe matter with your manager or department head and attach a memorandum to yourcertificate explaining the situation.

 
| I have received, read and  understand the Leiner Health Products Inc. Standard of Conduct set forth in  this booklet. In addition:                                                                                                                                                                                                                |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                              |
| I certify that to the best  of my knowledge, information and belief, I am not engaged in any actions that  could be considered as violating the Code of Conduct of Leiner Health  Products Inc., except as indicated below. (Write “NONE” if appropriate.)                                                                              |
|                                                                                                                                                                                                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                                                              |
| To the best of my  knowledge, information and belief, neither I nor any member of my family has  any interest or connection, or has within the past year engaged in any  activity, that constitutes a conflict of interest as this term is described  in the Code of Conduct, except as indicated below. (Write “NONE” if appropriate.) |
|                                                                                                                                                                                                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                                                              | Signature: |   |   | Date: |   |
|                                                                                                                                                                                                                                                                                                                                              |
| **Please  print the following information:**                                                                                                                                                                                                                                                                                                      |
|                                                                                                                                                                                                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                                                              | Name |   |
|                                                                                                                                                                                                                                                                                                                                              |   |   |
|                                                                                                                                                                                                                                                                                                                                              | Position |   |
|                                                                                                                                                                                                                                                                                                                                              |   |   |
|                                                                                                                                                                                                                                                                                                                                              | Department |   |
|                                                                                                                                                                                                                                                                                                                                              |   |   |
|                                                                                                                                                                                                                                                                                                                                              | Location |   |
|                                                                                                                                                                                                                                                                                                                                              |
| o                                                                                                                                                                                                                                                                                                                                                 | I have attached a  memorandum of exceptions to the Certificate, with details of exceptions to  Leiner Health Products Standard of Conduct. |
|                                                                                                                                                                                                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                                                              | Signature: |   |   | Date: |   |
|                                                                                                                                                                                                                                                                                                                                                   |  |  |  |  |  |  |  |  |

 

10

----

 
| Standards of Conduct                                                                                                                                                       |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                       |
| **Please  indicate your compliance status by marking your answers below.**                                                                                                 |
| ** **                                                                                                                                                                 |
| **Employees  will engage only in fair and open competition.**                                                                                                              | **o** | *In compliance* |
| **•**Compliance with Laws and Regulations                                                                                                                             |   |   |
| **•**Antitrust                                                                                                                                                        | **o** | *Non-Compliance* |
| **•**Foreign Business Practices                                                                                                                                       |   |   |
| **•**Political Activities                                                                                                                                             |   |   |
|                                                                                                                                                                       |   |   |
| **Employees  must avoid conflicts of interest.**                                                                                                                           | **o** | *In compliance* |
| **•**Conflict of Interest                                                                                                                                             |   |   |
| **•**Gratuities                                                                                                                                                       | **o** | *Non-Compliance* |
| *** ***                                                                                                                                                               | ** ** | * * |
| **Employees  will act with respect and consideration to fellow employees.**                                                                                                | **o** | *In compliance* |
| **•**Discrimination                                                                                                                                                   | ** ** | * * |
| **•**Alcohol and Drugs                                                                                                                                                | **o** | *Non-Compliance* |
|                                                                                                                                                                       |   |   |
| **Employees  will record and report all data and information accurately and honestly.**                                                                                    | **o** | *In compliance* |
|                                                                                                                                                                       |   |   |
| *** ***                                                                                                                                                               | **o** | *Non-Compliance* |
| *** ***                                                                                                                                                               | ** ** | * * |
| **Employees  will perform services and produce products that reflect a high level of  quality and safety, and ensuring that our business does not harm the  environment.** | **o********o** | *In compliance  Non-Compliance* |
| *** ***                                                                                                                                                               | ** ** | * * |
| **Employees  must protect the company assets and the assets of others entrusted to us  against loss, theft and misuse.**                                                   | **o** | *In compliance* |
| **•**Company Funds                                                                                                                                                    | **o** | *Non-Compliance* |
| **•**Proprietary Information                                                                                                                                          |   |   |

 

11

----