Exhibit 99.1

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Technology for Life

WORLD HEART CORPORATION  AMENDED AND RESTATED CODE OF CONDUCT    (Adopted October 26, 2004)

Basic Policy Statement

World
Heart Corporation and its subsidiaries (the "Company" or "WorldHeart") conducts its business in strict compliance with both the letter and spirit of all applicable laws and in full
adherence with the highest standards of business integrity and ethics. Ethical business conduct as described in this Code of Conduct (referred to herein as the "Code"), is part of all our dealings
with our colleagues, customers, patients, suppliers, investors and the general public.

1.     General

This
policy statement applies to the directors; officers, which shall include executive officers for the purposes of this Code; and, employees, which includes consultants and contractors working for
WorldHeart under a services agreement (referred to herein as "employees") of WorldHeart. Directors, officers and employees are responsible for reading, understanding and complying with the Code.

The
Code is not meant to be a complete listing of ethics and business conduct covering every eventuality. Consequently, should a director, officer or employee be confronted with a situation where
further guidance is required, the matter should be discussed with your supervisor, your Human Resources Advisor, or a member of the WorldHeart management team. If the matter cannot be resolved, it
must be referred to the Chief Financial Officer who has overall responsibility to provide guidance and ensure all enquiries and issues are addressed in a timely manner.

Nothing
in this Code alters the terms and conditions of an employee's employment, including an employee's at-will status.

WorldHeart
is committed to conducting its business affairs in compliance with all applicable laws, statutes, rules and regulations and expects directors, officers and employees acting on its behalf to
do likewise. In addition, business dealings among directors, officers and employees, and by directors, officers and employees, with shareholders, customers, suppliers, community organizations and
governmental and regulatory authorities must be based on principles of honesty, integrity and the ethical standards outlined below.

2.     Reporting Violations

Directors,
officers and employees are expected not only to comply with various laws, statutes, rules, regulations and the Code's ethical standards but are expected to report situations of
non-compliance with respect to this Code of which they become aware. Beyond instances of non-compliance, directors, officers and employees may also report concerns relating to
ethics and business conduct.

Any
report can be made to WorldHeart's external Canadian legal counsel, McCarthy Tétrault, Attention: Virginia Schweitzer, by mail, 40 Elgin Street, Suite 1400, Ottawa,
Ontario, Canada, K1P 5K6, by facsimile 613-563-9386 or by phone 613-238-2000.

If
any director, officer or employee chooses to remain anonymous, every effort will be made to respect this request. No one will be punished for asking about possible breaches of law, regulation or
company policy. It is corporate policy not to take any action against a director, officer or employee who reports in good faith regardless of whether or not the report proves to be accurate. Any
allegation of a reprisal will be investigated.

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3.     Disciplinary Matters

A
failure to comply with the Code may result in disciplinary actions up to and including termination of employment. The Board of Directors of WorldHeart shall determine, or designate appropriate
persons to determine, appropriate actions to be taken in the event of violations of the Code. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence
to the Code. In determining what action is appropriate in a particular case, the Board of Directors of WorldHeart or such designee shall take into account all relevant information, including the
nature and severity of the violation, whether the violation was intentional or inadvertent, the extent of the likely damage to WorldHeart and its shareholders resulting from the violation and whether
the individual has committed previous violations of the Code or another policy, if any, of WorldHeart concerning ethical behaviour.

The
Board of Directors of WorldHeart shall provide written notice to an individual involved in the violation stating that the Board of Directors of WorldHeart or such designee has determined that
there has been a violation and indicating the action to be taken by the Board of Directors of WorldHeart against the individual.

4.     Integrity of Records and Compliance with Sound Accounting Practices

Accuracy
and reliability in the preparation of all business records is of critical importance to the decision making process and to the proper discharge of financial, legal and reporting obligations.
All business records, expense accounts, invoices, bills, payroll and employee records and other reports are to be prepared with care and honesty. False or misleading entries are not permitted in the
books and records of WorldHeart. All assets and liabilities of WorldHeart are to be recorded in compliance with WorldHeart's accounting and internal control procedures.

5.     Maintenance of Assets

All
directors, officers and employees have a responsibility to protect WorldHeart's assets against loss, theft, abuse and unauthorized use or disposal. "WorldHeart's assets" refers to all property
whether tangible, intangible or electronic in form, which includes WorldHeart's products, inventory, equipment, office supplies, facilities, vehicles, computers and software, proprietary information
and trade secrets, and confidential information.

6.     Confidentiality

During
the normal course of business, directors, officers and employees will have access to business and information records of a confidential nature. In some cases, the information may affect the
value of WorldHeart shares or those of another company. Such confidential business information is not to be disclosed externally or used as a basis for trading in shares.

The
confidential material could include information developed by other employees or information acquired from outside sources, sometimes under obligations of secrecy. Directors, officers and employees
are expected to utilize such information exclusively for business purposes and this information must not be disclosed externally without a confidentiality agreement and/or the prior approval of the
Chief Financial Officer.

In
cases where information or records are obtained under an agreement with a third party, such as software licenses or technology purchases, employees must ensure that the provisions of such
agreements are strictly adhered to so that WorldHeart will not be deemed to be in default. Unauthorized disclosure or use of information or records associated with these agreements could expose the
employee involved and/or WorldHeart to serious consequences.

7.     Conflict of Interest

Directors,
officers and employees should not engage in conduct which is harmful to WorldHeart or its reputation.

All
directors, officers and employees have an obligation to be free of conflicting interests when they represent WorldHeart in business dealings or are making recommendations which could influence
WorldHeart's subsequent actions.

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WorldHeart
respects the right of employees to privacy in their personal activities and financial affairs. The prime purpose of this section of the Code is to provide guidance to directors, officers
and employees so that they can avoid situations in their personal activities and financial affairs, which are, or may appear to be, in conflict with their responsibility to act in the best interests
of WorldHeart.

Employees
are requested to inform management and bring any potential or actual conflict of interest situation to the attention of the Chief Financial Officer for discussion, review and written
approval, if required. Directors and officers are requested to bring any potential or actual conflict of interest situation to the attention of the Chair of the Board of Directors for discussion,
review and written approval, if required. The Chair will provide a copy of any such approvals to the Chief Financial Officer. This helps avoid any misunderstanding between WorldHeart and such director
or officer. The Chief Financial Officer and/or Chair of the Board will brief the Board of Directors on any and all written approvals at the first meeting of the Board of Directors following any such
approval.

In
general terms, a conflict of interest would exist when an obligation, or situation arising from an employee's personal activities or financial affairs, may adversely influence their judgment in the
performance of their duty to WorldHeart. It should be understood that the conflicting interest referred to throughout this section may be direct or indirect. For example, the interest may be that of
the employee, a family member, a relative, or a business enterprise in which any of these individuals has an interest, financial or otherwise. Conflicts of interest may include:

A.    Financial Interests:



B.    Outside Work:



C.    Gifts or Favours:



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D.    Trading with WorldHeart:



E.    Misappropriation of Business Opportunities:



8.     Improper Business Payments

The
following are deemed improper business payments and are therefore prohibited.



9.     Laws, Statutes and Regulations

WorldHeart
is required to maintain compliance with various laws, statutes, rules and regulations governing activities in the jurisdictions in which WorldHeart carries on business.

This
Code does not seek to provide legal guidance for all laws, statutes, rules and regulations that impact WorldHeart's activities. There are, however, several items of legislation that warrant
specific mention. These are listed below along with some general guidelines for compliance.

A.    Health and Safety Laws



B.    Human Rights Legislation



C.    Competition



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D.    Securities Laws



10.   Amendment, Modification, Waiver and Termination of the Provisions of the Code

WorldHeart
reserves the right to amend, modify, waive or terminate the rules, guidelines and policies associated with this Code at any time for any reason.

WorldHeart
will report any changes to this Code to the extent required by applicable regulatory authorities.

Any
waiver of any provision of this Code made to any employee, officer or director will be disclosed in accordance with the regulations set forth by applicable regulatory authorities.

11.   Public Company Reporting and Other Public Communication

As
a public company, it is of critical importance that WorldHeart's filings and submissions to securities regulatory authorities and stock exchanges are timely and accurate. Depending on his or her
position with WorldHeart, a director, officer or employee may be called upon to provide necessary information to assure that WorldHeart's public reports and documents filed with the securities
regulatory authorities and stock exchanges and other public communications by WorldHeart are full, fair, accurate, timely and understandable. WorldHeart expects its director, officers and employees to
provide prompt, accurate answers to inquiries related to WorldHeart's public disclosure requirements.

All
directors, officers and employees must, and must cause WorldHeart to comply with the system of disclosure controls and procedures devised, implemented and maintained by WorldHeart to provide
reasonable assurances that information required to be disclosed by WorldHeart in reports that it files or submits under the rules and regulations of the securities regulatory authorities or stock
exchanges is properly authorized, executed, recorded, processed and reported.

Disclosure
controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by WorldHeart in the reports filed with the
securities regulatory authorities or stock exchanges is accumulated and communicated to WorldHeart's management, as appropriate, to allow timely decisions regarding required disclosure.

12.   Administration of the Code



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