**Exhibit99.2**

 

**NANOGEN,INC.**

 

**CODE OFBUSINESS CONDUCT AND ETHICS**

 

**I.              INTRODUCTION**

 

This Code of Business Conduct and Ethics helps ensurecompliance with legal requirements and our standards of business conduct.  All Company employees are expected to read andunderstand this Code of Business Conduct and Ethics, uphold these standards inday-to-day activities, comply with all applicable policies and procedures, andensure that all agents and contractors are aware of, understand and adhere tothese standards.

 

Because the principles described in this Code ofBusiness Conduct and Ethics are general in nature, you should also review allapplicable Company policies and procedures for more specific instruction, andcontact the Human Resources Department or the Legal Department if you have anyquestions.

 

Nothing in this Code of Business Conduct and Ethics,in any company policies and procedures, or in other related communications(verbal or written) creates or implies an employment contract or term ofemployment.

 

We are committed to continuously reviewing andupdating our policies and procedures. Therefore, this Code of Business Conduct and Ethics is subject tomodification.  This Code of BusinessConduct and Ethics supersedes all other such codes, policies, procedures,instructions, practices, rules or written or verbal representations to theextent they are inconsistent.

 

Please sign the acknowledgment form at the end of thisCode of Business Conduct and Ethics and return the form to the Human ResourcesDepartment indicating that you have received, read, understand and agree tocomply with the Code of Business Conduct and Ethics.  The signed acknowledgment form will be located in your personnelfile.  Each year as part of your annualreview you will be asked to sign an acknowledgment indicating your continuedunderstanding of the Code of Business Conduct and Ethics.

 

**II.            COMPLIANCE IS EVERYONE’SBUSINESS-ETHICAL VIOLATION DISCLOSURE PROVISIONS**

 

Ethical business conduct is critical to ourbusiness.  As a director, officer oremployee, your responsibility is to respect and adhere to these practices.  Many of these practices reflect legal orregulatory requirements.  Violations ofthese laws and regulations can create significant liability for you, theCompany, its directors, officers and other employees.

 

Part of your job and ethical responsibility is to helpenforce this Code of Business Conduct and Ethics.  If you suspect that a Company employee, officer or director hasviolated this Code or broken any law, you should follow the followingprocedures to report the violation.

 

----

 

1.             Inmost cases, you should report the violation to your immediate supervisor or tothe Company’s Vice President, Legal Affairs.

 

2.             Ifyou believe reporting the violation to your immediate supervisor or to the VicePresident, Legal Affairs would not result in appropriate action, then you mayreport the suspected violation to the Chairman of the Company’s AuditCommittee.  The current Chairman of theAudit Committee is David Ludvigson.  TheChairman and all members of the Audit Committee are independent directors whoare not employees of the Company and who do not have any material businessrelationship with the Company.

 

3.             TheAudit Committee has secured a toll-free telephone hotline for reporting ofsuspected unlawful or unethical activity. The toll-free hotline number is1-888-    -      .  Only members of the Audit Committee haveaccess to messages provided to the toll-free hotline operator.

 

4.             Ifyou wish, you may report suspected unlawful or unethical activity on ananonymous basis.

 

All reports of suspected unlawful or unethical conductwill be promptly investigated by the Company’s Vice President, Legal Affairs orby the Company’s Audit Committee. All employees are expected to cooperate inany internal or external investigations of possible violations.  Investigatory reports will be keptconfidential to the extent possible, consistent with the need to conduct anadequate investigation.  The AuditCommittee will maintain copies of all such reports for not less than 5 years.

 

Reprisal, threats, retribution or retaliation againstany person who has in good faith reported a violation or a suspected violationof law, this Code of Business Conduct or other Company policies, or against anyperson who is assisting in any investigation or process with respect to such aviolation, is strictly prohibited. Anyone who becomes aware of any such improper retaliatory conduct shouldimmediately report such conduct to the Audit Committee.

 

In trying to determine whether any given action isappropriate, use the following test: Imagine that the words you are using or the action you are taking isgoing to be fully disclosed in the media with all the details, including yourphoto.  If you are uncomfortable withthe idea of this information being made public, perhaps you should think againabout your words or your course of action.

 

In all cases, if you are unsure about theappropriateness of an event or action, please seek assistance in interpretingthe requirements of these practices by contacting the Legal Department.

 

2

----

 

**III.**           **YOURRESPONSIBILITIES TO THE COMPANY AND ITS STOCKHOLDERS**

 

A.            **General Standards of Conduct**

 

The Company expects all employees, agents andcontractors to exercise good judgment to ensure the safety and welfare ofemployees, agents and contractors and to maintain a cooperative, efficient,positive, harmonious and productive work environment and business organization.  These standards apply while working on ourpremises, at offsite locations where our business is being conducted, atCompany-sponsored business and social events, or at any other place whereyou are a representative of the Company. Employees, agents or contractors who engage in misconduct or whoseperformance is unsatisfactory may be subject to corrective action, up to andincluding termination.  You shouldreview our employment handbook for more detailed information.

 

B.            **Applicable Laws**

 

All Company employees, agents and contractors mustcomply with all applicable laws, regulations, rules and regulatory orders.  Company employees located outside of theUnited States or doing business outside of the United States must comply withlaws, regulations, rules and regulatory orders of the United States, includingthe Foreign Corrupt Practices Act and the U.S. Export Control Act, in additionto applicable local laws.  Eachemployee, agent and contractor must acquire appropriate knowledge of the requirementsrelating to his or her duties sufficient to enable him or her to recognizepotential dangers and to know when to seek advice from the Legal Department onspecific Company policies and procedures. Violations of laws, regulations, rules and orders may subject theemployee, agent or contractor to individual criminal or civil liability, aswell as to discipline by the Company. Such individual violations may also subject the Company to civil orcriminal liability or the loss of business.

 

C.            **Conflicts of Interest**

 

Each of us has a responsibility to the Company, ourstockholders and each other.  Althoughthis duty does not prevent us from engaging in personal transactions andinvestments, it does demand that we avoid situations where a conflict of interestmight occur or appear to occur.  TheCompany is subject to scrutiny from many different individuals andorganizations.  We should always striveto avoid even the appearance of impropriety.

 

What constitutes conflict of interest? A conflict ofinterest exists where the interests or benefits of one person or entityconflict with the interests or benefits of the Company.  Examples include:

 

(i)            **Employment/Outside Employment**.  In consideration of your employment with theCompany, you are expected to devote your full attention to the business interestsof the Company.  You are prohibited fromengaging in any activity that interferes with your performance orresponsibilities to the Company or is otherwise in conflict with or prejudicialto the Company.  Our policies prohibitany employee from accepting simultaneous employment with a Company supplier,customer, developer or competitor, or from taking part in any activity thatenhances or supports a competitor’s position. Additionally, you must disclose to the Company any

 

3

----

 

interest that you have that may conflict with the business of theCompany.  If you have any questions onthis requirement, you should contact your supervisor or the Human ResourcesDepartment.

 

(ii)           **Outside Directorships**.  It is a conflict of interest to serve as adirector of any company that competes with the Company.  Although you may serve as a director of aCompany supplier, customer, developer, or other business partner, our policyrequires that you first obtain approval from the Company’s General Counselbefore accepting a directorship.  Anycompensation you receive should be commensurate to your responsibilities.  Such approval may be conditioned upon thecompletion of specified actions.

 

(iii)          **Business Interests**.  If you are considering investing in aCompany customer, supplier, developer or competitor, you must first take greatcare to ensure that these investments do not compromise your responsibilitiesto the Company.  Many factors should beconsidered in determining whether a conflict exists, including the size andnature of the investment; your ability to influence the Company’s decisions;your access to confidential information of the Company or of the other company;and the nature of the relationship between the Company and the other company.

 

(iv)          **Related Parties**.  As a general rule, you should avoid conducting Company businesswith a relative or significant other, or with a business in which a relative orsignificant other is associated in any significant role.  Relatives include spouse, sister, brother,daughter, son, mother, father, grandparents, aunts, uncles, nieces, nephews,cousins, step relationships, and in-laws.  Significant others include persons living in a spousal (includingsame sex) or familial fashion with an employee.

 

If such a related party transaction is unavoidable,you must fully disclose the nature of the related party transaction to theCompany’s Chief Financial Officer.  Ifdetermined to be material to the Company by the Chief Financial Officer, theCompany’s Audit Committee must review and approve in writing in advance suchrelated party transactions.  The mostsignificant related party transactions, particularly those involving theCompany’s directors or executive officers, must be reviewed and approved inwriting in advance by the Company’s Board of Directors.  The Company must report all such materialrelated party transactions under applicable accounting rules, Federalsecurities laws, SEC rules and regulations, and securities market rules.  Any dealings with a related party must beconducted in such a way that no preferential treatment is given to thisbusiness.

 

The Company discourages the employment of relativesand significant others in positions or assignments within the same departmentand prohibits the employment of such individuals in positions that have afinancial dependence or influence (e.g., an auditing or control relationship,or a supervisor/subordinate relationship). The purpose of this policy is to prevent the organizational impairmentand conflicts that are a likely outcome of the employment of relatives orsignificant others, especially in a supervisor/subordinate relationship.  If a question arises about whether arelationship is covered by this policy, the Human Resources Department isresponsible for determining whether an applicant’s or transferee’s acknowledgedrelationship is covered by this policy. The Human Resources Department shall advise all affected applicants andtransferees of this policy.  Willfulwithholding of information regarding a prohibited relationship/reporting

 

4

----

 

arrangement may be subject to corrective action, up to and includingtermination.  If a prohibitedrelationship exists or develops between two employees, the employee in thesenior position must bring this to the attention of his/her supervisor.  The Company retains the prerogative toseparate the individuals at the earliest possible time, either by reassignmentor by termination, if necessary.

 

(v)           **Other Situations**.  Because other conflicts of interest may arise, it would beimpractical to attempt to list all possible situations.  If a proposed transaction or situationraises any questions or doubts in your mind you should consult the Legal Department.

 

**D.            Corporate Opportunities**

 

Employees, officers and directors may not exploit fortheir own personal gain opportunities that are discovered through the use ofcorporate property, information or position unless the opportunity is disclosedfully in writing to the Company’s Board of Directors and the Board of Directorsdeclines to pursue such opportunity.

 

E.             **Protecting theCompany’s Confidential Information**

 

The Company’s confidential information is a valuableasset.  The Company’s confidentialinformation includes product architectures; source codes; product plans androad maps; names and lists of customers, dealers, and employees; and financialinformation.  This information is theproperty of the Company and may be protected by patent, trademark, copyrightand trade secret laws.  All confidentialinformation must be used for Company business purposes only.  Every employee, agent and contractor mustsafeguard it.  **THIS RESPONSIBILITY INCLUDES NOT DISCLOSING THECOMPANY CONFIDENTIAL INFORMATION SUCH AS INFORMATION REGARDING THE COMPANY’SPRODUCTS OR BUSINESS OVER THE INTERNET**.  You are also responsible for properly labeling any and alldocumentation shared with or correspondence sent to the Company’s LegalDepartment or outside counsel as “Attorney-Client Privileged”.  This responsibility includes thesafeguarding, securing and proper disposal of confidential information inaccordance with the Company’s policy on Maintaining and Managing Records setforth in Section III.I of this Code of Business Conduct and Ethics.  This obligation extends to confidentialinformation of third parties, which the Company has rightfully received underNon-Disclosure Agreements.  Seethe Company’s policy dealing with Handling Confidential Information of Othersset forth in Section IV.D of this Code of Business Conduct and Ethics.

 

(i)            **Proprietary Information and Invention Agreement**.  When you joined the Company, you signed anagreement to protect and hold **confidential**the Company’s proprietary information. This agreement remains in effect for as long as you work for the Companyand after you leave the Company.  Underthis agreement, you may not disclose the Company’s confidential information toanyone or use it to benefit anyone other than the Company without the priorwritten consent of an authorized Company officer.

 

(ii)           **Disclosure of Company Confidential Information**.  To further the Company’s business, from timeto time our confidential information may be disclosed to potentia

 

5

----

 

business partners.  However,such disclosure should never be done without carefully considering itspotential benefits and risks.  If youdetermine in consultation with your manager and other appropriate Companymanagement that disclosure of confidential information is necessary, you mustthen contact the Legal Department to ensure that an appropriate writtennondisclosure agreement is signed prior to the disclosure.  The Company has standard nondisclosure agreementssuitable for most disclosures.  You mustnot sign a third party’s nondisclosure agreement or accept changes to theCompany’s standard nondisclosure agreements without review and approval by theCompany’s Legal Department.  Inaddition, all Company materials that contain Company confidential information,including presentations, must be reviewed and approved by the Company’s LegalDepartment prior to publication or use. Furthermore, any employee publication or publicly made statement thatmight be perceived or construed as attributable to the Company, made outsidethe scope of his or her employment with the Company, must be reviewed andapproved in writing in advance by the Company’s Legal Department and mustinclude the Company’s standard disclaimer that the publication or statementrepresents the views of the specific author and not of the Company.

 

(iii)          **Requests byRegulatory Authorities**.  The Company and its employees, agentsand contractors must cooperate with appropriate government inquiries andinvestigations.  In this context, however,it is important to protect the legal rights of the Company with respect to itsconfidential information.  Allgovernment requests for information, documents or investigative interviews mustbe referred to the Company’s Legal Department. No financial information may be disclosed without the prior approval ofthe Chief Financial Officer.

 

(iv)          **CompanySpokespeople**.  Specificpolicies have been established regarding who may communicate information to thepress and the financial analyst community. All inquiries or calls from the press and financial analysts should bereferred to the Chief Financial Officer or Investor Relations Department.  The Company has designated its CEO, CFO andInvestor Relations Department as official Company spokespeople for financialmatters.  The Company has designated itsPublic Relations Department as official Company spokespeople for marketing,technical and other such information. These designees are the only people who may communicate with the presson behalf of the Company.

 

F.             **Obligations UnderSecurities Laws-“Insider” Trading**

 

Obligations under the U.S. securities laws apply toeveryone.  In the normal course ofbusiness, officers, directors, employees, agents, contractors and consultantsof the Company may come into possession of significant, sensitiveinformation.  This information is theproperty of the Company -- you have been entrusted with it.  You may not profit from it by buying or sellingsecurities yourself, or passing on the information to others to enable them toprofit or for them to profit on your behalf. The purpose of this policy is both to inform you of your legalresponsibilities and to make clear to you that the misuse of sensitiveinformation is contrary to Company policy and U.S. securities laws.  This policy description is in addition tothe Company’s Insider Trading Policy which you must annually certify yourcompliance thereto.

 

Insider trading is a crime, penalized by fines of upto $5,000,000 and 20 years in jail for individuals.  In addition, the SEC may seek the imposition of a civil penaltyof up to three times the

 

6

----

 

profits made or losses avoided from the trading.  Insider traders must also disgorge anyprofits made, and are often subjected to an injunction against futureviolations.  Finally, insider tradersmay be subjected to civil liability in private lawsuits.

 

Employers and other controlling persons (includingsupervisory personnel) are also at risk under U.S. securities laws.  Controlling persons may, among other things,face penalties of the greater of $5,000,000 or three times the profits made orlosses avoided by the trader if they recklessly fail to take preventive stepsto control insider trading.

 

Thus, it is important both to you and the Company thatinsider-trading violations not occur. You should be aware that stock market surveillance techniques arebecoming increasingly sophisticated, and the chance that U.S. federal or otherregulatory authorities will detect and prosecute even small-level tradingis significant. Insider trading rules are strictly enforced, even in instanceswhen the financial transactions seem small. You should contact the Chief Financial Officer or the Legal Departmentif you are unsure as to whether or not you are free to trade.

 

The Company has imposed certain additional tradingblackout periods as described in the Company Insider Trading Policy on membersof the Board of Directors, executive officers and certain designated employeeswho, as a consequence of their position with the Company, are more likely to beexposed to material nonpublic information about the Company.  These directors, executive officers andemployees generally may not trade in Company securities during such blackoutperiods.

 

For more details, and to determine if you arerestricted from trading during trading blackout periods, you should review theCompany’s Insider Trading Compliance Program. You can request a copy of this policy from the Legal Department.  You should take a few minutes to read theInsider Trading Compliance Program carefully, paying particular attention tothe specific policies and the potential criminal and civil liability and/ordisciplinary action for insider trading violations.  Employees, agents and contractors of the Company who violate thisPolicy are also be subject to disciplinary action by the Company, which mayinclude termination of employment or of business relationship.  All questions regarding the Company’sInsider Trading Compliance Program should be directed to the Company’s ChiefFinancial Officer or Legal Department.

 

G.            **Prohibition AgainstShort Selling of Company Stock**

 

No Company director, officer or other employee, agentor contractor may, directly or indirectly, sell any equity security, includingderivatives, of the Company if he or she (1) does not own the securitysold, or (2) if he or she owns the security, does not deliver it againstsuch sale (a “short sale against the box”) within twenty days thereafter, ordoes not within five days after such sale deposit it in the mails or otherusual channels of transportation.  NoCompany director, officer or other employee, agent or contractor may engage inshort sales.  A short sale, as definedin this policy, means any transaction whereby one may benefit from a decline inthe Company’s stock price.  Whileemployees who are not executive officers or directors are not prohibited by lawfrom engaging in short sales of Company’s securities, the Company has adoptedas policy that employees may not do so.

 

7

----

 

H.            **Use of Company’s Assets**

 

(i)            **General**.  Protecting the Company’s assets is a keyfiduciary responsibility of every employee, agent and contractor.  Care should be taken to ensure that assetsare not misappropriated, loaned to others, or sold or donated, withoutappropriate authorization.  All Companyemployees, agents and contractors are responsible for the proper use of Companyassets, and must safeguard such assets against loss, damage, misuse ortheft.  Employees, agents or contractorswho violate any aspect of this policy or who demonstrate poor judgment in themanner in which they use any Company asset may be subject to disciplinaryaction, up to and including termination of employment or business relationshipat the Company’s sole discretion. Company equipment and assets are to be used for Company businesspurposes only.  Employees, agents andcontractors may not use Company assets for personal use, nor may they allow anyother person to use Company assets. Employees who have any questions regarding this policy should bring themto the attention of the Company’s Human Resources Department.

 

(ii)           **PhysicalAccess Control**.  The Companyhas and will continue to develop procedures covering physical access control toensure privacy of communications, maintenance of the security of the Companycommunication equipment, and safeguard Company assets from theft, misuse anddestruction.  You are personallyresponsible for complying with the level of access control that has beenimplemented in the facility where you work on a permanent or temporarybasis.  You must not defeat or cause tobe defeated the purpose for which the access control was implemented.

 

(iii)          **CompanyFunds**.  Every Companyemployee is personally responsible for all Company funds over which he or sheexercises control.  Company agents andcontractors should not be allowed to exercise control over Company funds.  Company funds must be used only for Companybusiness purposes.  Every Companyemployee, agent and contractor must take reasonable steps to ensure that theCompany receives good value for Company funds spent, and must maintain accurateand timely records of each and every expenditure.  Expense reports must be accurate and submitted in a timely manner.  Company employees, agents and contractorsmust not use Company funds for any personal purpose.

 

(iv)          **Computersand Other Equipment**.  TheCompany strives to furnish employees with the equipment necessary toefficiently and effectively do their jobs. You must care for that equipment and to use it responsibly only forCompany business purposes.  If you useCompany equipment at your home or off site, take precautions to protect it fromtheft or damage, just as if it were your own. If the Company no longer employs you, you must immediately return allCompany equipment.  While computers andother electronic devices are made accessible to employees to assist them toperform their jobs and to promote Company’s interests, all such computers andelectronic devices, whether used entirely or partially on the Company’spremises or with the aid of the Company’s equipment or resources, must remainfully accessible to the Company and, to the maximum extent permitted by law,will remain the sole and exclusive property of the Company.

 

8

----

 

Employees, agents and contractors should not maintainany expectation of privacy with respect to information transmitted over,received by, or stored in any electronic communications device owned, leased,or operated in whole or in part by or on behalf of the Company.  To the extent permitted by applicable law,the Company retains the right to gain access to any information received by,transmitted by, or stored in any such electronic communications device, by andthrough its employees, agents, contractors, or representatives, at any time,either with or without an employee’s or third party’s knowledge, consent orapproval.

 

(v)           **Software**.  All software used by employees to conductCompany business must be appropriately licensed.  Never make or use illegal or unauthorized copies of any software,whether in the office, at home, or on the road, since doing so may constitutecopyright infringement and may expose you and the Company to potential civiland criminal liability.  In addition,use of illegal or unauthorized copies of software may subject the employee todisciplinary action, up to and including termination.  The Company’s IT Department will inspect Company computersperiodically to verify that only approved and licensed software has beeninstalled.  Any non-licensed/supportedsoftware will be removed.

 

(vi)          **ElectronicUsage**.  The purpose of thispolicy is to make certain that employees utilize electronic communicationdevices in a legal, ethical, and appropriate manner.  This policy addresses the Company’s responsibilities and concernsregarding the fair and proper use of all electronic communications deviceswithin the organization, including computers, e-mail, connections to theInternet, intranet and extranet and any other public or private networks, voicemail, video conferencing, facsimiles, and telephones.  Posting or discussing information concerning the Company’sproducts or business on the Internet without the prior written consent of theCompany’s CFO is prohibited.  Any otherform of electronic communication used by employees currently or in the futureis also intended to be encompassed under this policy.  It is not possible to identify every standard and rule applicableto the use of electronic communications devices.  Employees are therefore encouraged to use sound judgment wheneverusing any feature of our communications systems.  The complete set of policies with respect to electronic usage ofthe Company’s assets is located in the employee handbook.  You are expected to review, understand andfollow such policies and procedures.

 

I.              **Maintaining and Managing Records**

 

The purpose of this policy is to set forth and conveythe Company’s business and legal requirements in managing records, includingall recorded information regardless of medium or characteristics.  Records include paper documents, CDs,computer hard disks, email, floppy disks, microfiche, microfilm or all othermedia.  The Company is required bylocal, state, federal, foreign and other applicable laws, rules and regulationsto retain certain records and to follow specific guidelines in managing itsrecords.  Civil and criminal penaltiesfor failure to comply with such guidelines can be severe for employees, agents,contractors and the Company, and failure to comply with such guidelines maysubject the employee, agent or contractor to disciplinary action, up to andincluding termination of employment or business relationship at the Company’ssole discretion.

 

9

----

 

J.**             Records on Legal Hold**A legal hold suspends all document destruction procedures in orderto preserve appropriate records under special circumstances, such as litigationor government investigations.  The Company’sLegal Department determines and identifies what types of Company records ordocuments are required to be placed under a legal hold.  Every Company employee, agent and contractormust comply with this policy.  Failureto comply with this policy may subject the employee, agent or contractor todisciplinary action, up to and including termination of employment or businessrelationship at the Company’s sole discretion.

 

The Company’s Legal Department will notify you if alegal hold is placed on records for which you are responsible.  You then must preserve and protect thenecessary records in accordance with instructions from the Company’s LegalDepartment.  **RECORDS OR SUPPORTING DOCUMENTS THAT HAVE BEEN PLACED UNDER A LEGAL HOLDMUST NOT BE DESTROYED, ALTERED OR MODIFIED UNDER ANY CIRCUMSTANCES**.  A legal hold remains effective until it isofficially released in writing by the Company’s Legal Department.  If you are unsure whether a document hasbeen placed under a legal hold, you should preserve and protect that documentwhile you check with the Company’s Legal Department.

 

If you have any questions about this policy you shouldcontact the Company’s Legal Department.

 

K.            **Payment Practices**

 

(i)            **Accounting****Practices**.  The Company’s responsibilities to its stockholdersand the investing public require that all transactions be fully and accuratelyrecorded in the Company’s books and records in compliance with all applicablelaws.  False or misleading entries,unrecorded funds or assets, or payments without appropriate supportingdocumentation and approval are strictly prohibited and violate Company policyand the law.  Additionally, alldocumentation supporting a transaction should fully and accurately describe thenature of the transaction and be processed in a timely fashion.

 

(ii)           **PoliticalContributions**.  The Companyreserves the right to communicate its position on important issues to electedrepresentatives and other government officials.  It is the Company’s policy to comply fully with all local, state,federal, foreign and other applicable laws, rules and regulations regardingpolitical contributions.  The Company’sfunds or assets must not be used for, or be contributed to, political campaignsor political practices under any circumstances without the prior writtenapproval of the Company’s General Counsel and, if required, the Board ofDirectors.

 

(iii)          **Prohibitionof Inducements**.  Under nocircumstances may employees, agents or contractors offer to pay, make payment,promise to pay, or issue authorization to pay any money, gift, or anything ofvalue to customers, vendors, consultants, etc. that is perceived as intended,directly or indirectly, to improperly influence any business decision, any actor failure to act, any commitment of fraud, or opportunity for the commissionof any fraud.  Inexpensive gifts,infrequent business meals, celebratory events and entertainment, provided thatthey are not excessive or create an appearance of impropriety, do not violatethis policy.  Questions regardingwhether a

 

10

----

 

particular payment or gift violates this policy should be directed toHuman Resources or the Legal Department.

 

L**.             ForeignCorrupt Practices Act**The Company requires full compliance with theForeign Corrupt Practices Act (FCPA) by all of its employees, agents, andcontractors and requires all employees with contact with foreign customers orwho conduct business overseas to certify that they understand and are compliantwith the Company’s Foreign Corrupt Practices Act Policy.

 

The anti-bribery and corrupt payment provisionsof the FCPA make illegal any corrupt offer, payment, promise to pay, orauthorization to pay any money, gift, or anything of value to any foreignofficial, or any foreign political party, candidate or official, for thepurpose of: influencing any act or failure to act, in the official capacity ofthat foreign official or party; or inducing the foreign official or party touse influence to affect a decision of a foreign government or agency, in orderto obtain or retain business for anyone, or direct business to anyone.

 

All Company employees, agents and contractors whetherlocated in the United States or abroad, are responsible for FCPA compliance andthe procedures to ensure FCPA compliance. All managers and supervisory personnel are expected to monitor continuedcompliance with the FCPA to ensure compliance with the highest moral, ethicaland professional standards of the Company. FCPA compliance includes the Company’s policy on Maintaining andManaging Records in Section III.I of this Code of Business Conduct and Ethics.

 

Laws in most countries outside of the United Statesalso prohibit or restrict government officials or employees of governmentagencies from receiving payments, entertainment, or gifts for the purpose ofwinning or keeping business.  Nocontract or agreement may be made with any business in which a governmentofficial or employee holds a significant interest, without the prior approvalof the Company’s General Counsel.

 

M.           **Export Controls**

 

A number of countries maintain controls on thedestinations to which products or software may be exported.  Some of the strictest export controls aremaintained by the United States against countries that the U.S. governmentconsiders unfriendly or as supporting international terrorism.  The U.S. regulations are complex and applyboth to exports from the United States and to exports of products from othercountries, when those products contain U.S.-origin components ortechnology.  Software created in theUnited States is subject to these regulations even if duplicated and packagedabroad.  In some circumstances, an oralpresentation containing technical data made to foreign nationals in the United Statesmay constitute a controlled export.  TheLegal Department can provide you with guidance on which countries areprohibited destinations for Company products or whether a proposed technicalpresentation to foreign nationals may require a U.S. Government license.

 

11

----

 

**IV.           RESPONSIBILITIES TO OUR CUSTOMERS ANDOUR SUPPLIERS**

 

A.            **Customer Relationships**

 

If your job puts you in contact with any Companycustomers or potential customers, it is critical for you to remember that yourepresent the Company to the people with whom you are dealing.  Act in a manner that creates value for ourcustomers and helps to build a relationship based upon trust.  The Company and its employees have providedproducts and services for many years and have built up significant goodwillover that time.  This goodwill is one ofour most important assets, and the Company employees, agents and contractorsmust act to preserve and enhance our reputation.

 

B.            **Payments or Gifts fromOthers**

 

Under no circumstances may employees, agents orcontractors accept any offer, payment, promise to pay, or authorization to payany money, gift, or anything of value from customers, vendors, consultants,etc. that is perceived as intended, directly or indirectly, to influence anybusiness decision, any act or failure to act, any commitment of fraud, oropportunity for the commission of any fraud. Inexpensive gifts, infrequent business meals, celebratory events andentertainment, provided that they are not excessive or create an appearance ofimpropriety, do not violate this policy. Questions regarding whether a particular payment or gift violates thispolicy are to be directed to Human Resources or the Legal Department.

 

Gifts given by the Company to suppliers or customersor received from suppliers or customers should always be appropriate to thecircumstances and should never be of a kind that could create an appearance ofimpropriety.  The nature and cost mustalways be accurately recorded in the Company’s books and records.

 

C.            **Publications of Others**

 

The Company subscribes to many publications that helpemployees do their jobs better.  Theseinclude newsletters, reference works, online reference services, magazines,books, and other digital and printed works. Copyright law generally protects these works, and their unauthorizedcopying and distribution constitute copyright infringement.  You must first obtain the consent of thepublisher of a publication before copying publications or significant parts ofthem.  When in doubt about whether you maycopy a publication, consult the Legal Department.  The Company has entered into an annual copyright license with anorganization that manages such rights for a wide number of publishers, but youstill must contact the Legal Department to determine if we have rights to copymaterial from a publication.

 

D.            **Handling the Confidential Information of Others**

 

The Company has many kinds of business relationshipswith many companies and individuals. Sometimes, they will volunteer confidential information about theirproducts or business plans to induce the Company to enter into a businessrelationship.  At other times, we may

 

12

----

 

request that a third party provide confidential information to permitthe Company to evaluate a potential business relationship with that party.  Whatever the situation, we must take specialcare to handle the confidential information of others responsibly.  We handle such confidential information inaccordance with our agreements with such third parties.  See also the Company’s policy on Maintainingand Managing Records in Section III.I of this Code of Business Conduct andEthics.

 

(i)            **AppropriateNondisclosure Agreements**. Confidential information may take many forms.  An oral presentation about a company’s product development plansmay contain protected trade secrets.  Acustomer list or employee list may be a protected trade secret.  A demo of an alpha version of a company’snew software may contain information protected by trade secret and copyrightlaws.

 

You should never accept information offered by a thirdparty that is represented as confidential, or which appears from the context orcircumstances to be confidential, unless an appropriate nondisclosure agreementhas been signed with the party offering the information.  **THE LEGALDEPARTMENT CAN PROVIDE NONDISCLOSURE AGREEMENTS TO FIT ANY PARTICULARSITUATION, AND WILL COORDINATE APPROPRIATE EXECUTION OF SUCH AGREEMENTS ONBEHALF OF THE COMPANY.**  Evenafter a nondisclosure agreement is in place, you should accept only theinformation necessary to accomplish the purpose of receiving it, such as adecision on whether to proceed to negotiate a deal.  If more detailed or extensive confidential information is offeredand it is not necessary, for your immediate purposes, it should be refused.

 

(ii)           **Need-to-Know**.  Once a third party’s confidentialinformation has been disclosed to the Company, we have an obligation to abideby the terms of the relevant nondisclosure agreement and limit its use to thespecific purpose for which it was disclosed and to disseminate it only to otherCompany employees with a need to know the information.  Every employee, agent and contractorinvolved in a potential business relationship with a third party must understandand strictly observe the restrictions on the use and handling of confidentialinformation.  When in doubt, consult theLegal Department.

 

(iii)          **Notes andReports**.  When reviewing theconfidential information of a third party under a nondisclosure agreement, itis natural to take notes or prepare reports summarizing the results of thereview and, based partly on those notes or reports, to draw conclusions aboutthe suitability of a business relationship. Notes or reports, however, can include confidential informationdisclosed by the other party and so should be retained only long enough tocomplete the evaluation of the potential business relationship.  Subsequently, they should be eitherdestroyed or turned over to the Legal Department for safekeeping ordestruction.  They should be treatedjust as any other disclosure of confidential information is treated: marked asconfidential and distributed only to those the Company employees with a need toknow.

 

(iv)          **CompetitiveInformation**.  You shouldnever attempt to obtain a competitor’s confidential information by impropermeans, and you should especially never contact a competitor regarding theirconfidential information.  While theCompany may, and does, employ

 

13

----

 

former employees of competitors, we recognize and respect theobligations of those employees not to use or disclose the confidentialinformation of their former employers.

 

E.             **Selecting Suppliers**

 

The Company’s suppliers make significant contributionsto our success.  To create anenvironment where our suppliers have an incentive to work with the Company,they must be confident that they will be treated lawfully and in an ethicalmanner.  The Company’s policy is topurchase supplies based on need, quality, service, price and terms andconditions.  The Company’s policy is toselect significant suppliers or enter into significant supplier agreementsthough a competitive bid process where possible.  Under no circumstances should any Company employee, agent orcontractor attempt to coerce suppliers in any way.  The confidential information of a supplier is entitled to thesame protection as that of any other third party and must not be receivedbefore an appropriate nondisclosure agreement has been signed.  A supplier’s performance should never bediscussed with anyone outside the Company. A supplier to the Company is generally free to sell its products orservices to any other party, including competitors of the Company.  In some cases where the products or serviceshave been designed, fabricated, or developed to our specifications theagreement between the parties may contain restrictions on sales.

 

F.             **Government Relations**

 

It is the Company’s policy to comply fully with allapplicable laws and regulations governing contact and dealings with governmentemployees and public officials, and to adhere to high ethical, moral and legalstandards of business conduct.  Thispolicy includes strict compliance with all local, state, federal, foreign andother applicable laws, rules and regulations. If you have any questions concerning government relations you shouldcontact the Company’s Legal Department.

 

G.            **Lobbying**

 

Employees, agents or contractors whose work requireslobbying communication with any member or employee of a legislative body orwith any government official or employee in the formulation of legislation musthave prior written approval of such activity from the Company’s GeneralCounsel.  Activity covered by thispolicy includes meetings with legislators or members of their staffs or withsenior executive branch officials. Preparation, research, and other background activities that are done insupport of lobbying communication are also covered by this policy even if thecommunication ultimately is not made.

 

H.            **Government Contracts**

 

It is the Company’s policy to comply fully with allapplicable laws and regulations that apply to government contracting.  It is also necessary to strictly adhere toall terms and conditions of any contract with local, state, federal, foreign orother applicable governments.  TheCompany’s Legal Department must review and approve all contracts with anygovernment entity.

 

14

----

 

I.              **Free and FairCompetition**

 

Most countries have well-developed bodies of lawdesigned to encourage and protect free and fair competition.  The Company is committed to obeying both theletter and spirit of these laws.  Theconsequences of not doing so can be severe for all of us.

 

These laws often regulate the Company’s relationshipswith its distributors, resellers, dealers, and customers.  Competition laws generally address thefollowing areas: pricing practices (including price discrimination),discounting, terms of sale, credit terms, promotional allowances, secretrebates, exclusive dealerships or distributorships, product bundling,restrictions on carrying competing products, termination, and many otherpractices.

 

Competition laws also govern, usually quite strictly,relationships between the Company and its competitors.  As a general rule, contacts with competitorsshould be limited and should always avoid subjects such as prices or otherterms and conditions of sale, customers, and suppliers.  Employees, agents or contractors of theCompany may not knowingly make false or misleading statements regarding itscompetitors or the products of its competitors, customers or suppliers.  Participating with competitors in a tradeassociation or in a standards creation body is acceptable when the associationhas been properly established, has a legitimate purpose, and has limited itsactivities to that purpose.

 

No employee, agent or contractor shall at any time orunder any circumstances enter into an agreement or understanding, written ororal, express or implied, with any competitor concerning prices, discounts,other terms or conditions of sale, profits or profit margins, costs, allocationof product or geographic markets, allocation of customers, limitations onproduction, boycotts of customers or suppliers, or bids or the intent to bid oreven discuss or exchange information on these subjects.  In some cases, legitimate joint ventureswith competitors may permit exceptions to these rules as may bona fidepurchases from or sales to competitors on non-competitive products, butthe Company’s Legal Department must review all such proposed ventures inadvance.  These prohibitions areabsolute and strict observance is required. Collusion among competitors is illegal, and the consequences of aviolation are severe.

 

Although the spirit of these laws, known as“antitrust,” “competition,” or “consumer protection” or unfair competitionlaws, is straightforward, their application to particular situations can bequite complex.  To ensure that theCompany complies fully with these laws, each of us should have a basicknowledge of them and should involve our Legal Department early on whenquestionable situations arise.

 

J.             **Industrial Espionage**

 

It is the Company’s policy to lawfully compete in themarketplace.  This commitment tofairness includes respecting the rights of our competitors and abiding by allapplicable laws in the course of competing. The purpose of this policy is to maintain the Company’s reputation as alawful competitor and to help ensure the integrity of the competitivemarketplace.  The Company expects itscompetitors to respect our rights to compete lawfully in the marketplace, andwe must respect their rights equally.  Companyemployees, agents and contractors may not steal or unlawfully use the

 

15

----

 

information, material, products, intellectual property, or proprietaryor confidential information of anyone including suppliers, customers, businesspartners or competitors.

 

**V**.            **WAIVERS**

 

Any waiver of any provision of this Code of BusinessConduct and Ethics for a member of the Company’s Board of Directors or anexecutive officer must be approved in writing by the Company’s Board ofDirectors and promptly disclosed.  Anywaiver of any provision of this Code of Business Conduct and Ethics withrespect any other employee, agent or contractor must be approved in writing bythe Company’s General Counsel.

 

**VI.**           **DISCIPLINARYACTIONS**

 

The matters covered in this Code of Business Conductand Ethics are of the utmost importance to the Company, its stockholders andits business partners, and are essential to the Company’s ability to conductits business in accordance with its stated values.  We expect all of our employees, agents, contractors andconsultants to adhere to these rules in carrying out their duties for theCompany.

 

The Company will take appropriate action against anyemployee, agent, contractor or consultant whose actions are found to violatethese policies or any other policies of the Company.  Disciplinary actions may include immediate termination ofemployment or business relationship at the Company’s sole discretion.  Where the Company has suffered a loss, itmay pursue its remedies against the individuals or entities responsible.  Where laws have been violated, the Companywill cooperate fully with the appropriate authorities.  You should review the Company’s policies andprocedures on the Company’s intranet for more detailed information.

 

16

----

 

**VII.         ACKNOWLEDGMENT OF RECEIPT OF CODE OFBUSINESS CONDUCT AND ETHICS**

 

I have received and read the Company’s Code ofBusiness Conduct and Ethics.  Iunderstand the standards and policies contained in the Company Code of BusinessConduct and Ethics and understand that there may be additional policies or lawsspecific to my job.  I further agree tocomply with the Company Code of Business Conduct and Ethics.

 

If I have questions concerning the meaning orapplication of the Company Code of Business Conduct and Ethics, any Companypolicies, or the legal and regulatory requirements applicable to my job, I knowI can consult my manager, the Human Resources Department or the LegalDepartment, knowing that my questions or reports to these sources will bemaintained in confidence.

 
|          |   |   |
|---------------|--------|--------|
| Employee Name |   |   |
|          |   |   |
|          |   |   |
| Signature     |   |   |
|          |   |   |
|          |   |   |
| Date          |   |   |

 

Please sign and return this form to the Human Resources Department.

 

17

----