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                                                                    EXHIBIT 99.1

                                  QUOVADX, INC.

                       CODE OF BUSINESS CONDUCT AND ETHICS


         I.    INTRODUCTION

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

         Because the principles described in this Code of Business Conduct and
Ethics are general in nature, you should also review all applicable Company
policies and procedures for more specific instruction, and contact the Human
Resources Department or Legal Department if you have any questions.

         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 of employment.

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

         Please sign the acknowledgment form at the end of this Code of Business
Conduct and Ethics and return the form to the Human Resources Department
indicating that you have received, read, understand and agree to comply with the
Code of Business Conduct and Ethics. The signed acknowledgment form will be
located in your personnel file. Each year you will be asked to sign an
acknowledgment indicating your continued understanding of the Code of Business
Conduct and Ethics.

         II.   COMPLIANCE IS EVERYONE'S BUSINESS

         Ethical business conduct is critical to our business. As an employee,
your responsibility is to respect and adhere to these practices. Many of these
practices reflect legal or regulatory requirements. Violations of these laws and
regulations can create significant liability for you, the Company, its
directors, officers, and other employees.

         Part of your job and ethical responsibility is to help enforce this
Code of Business Conduct and Ethics. You should be alert to possible violations
and report possible violations to the Human Resources Department or the Legal
Department. You must cooperate in any internal or external investigations of
possible violations. Reprisal, threats, retribution or retaliation against any
person


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QUOVADX CODE OF BUSINESS CONDUCT AND ETHICS - Page 2


who has in good faith reported a violation or a suspected violation of law, this
Code of Business Conduct or other Company policies, or against any person who is
assisting in any investigation or process with respect to such a violation, is
prohibited.

         Violations of law, this Code of Business Conduct and Ethics, or other
Company policies or procedures should be reported to the Human Resources
Department or the Legal Department. If you are more comfortable doing so,
reports may be made confidentially and/or anonymously to the hot line that has
been set up for that purpose.

         Violations of law, this Code of Business Conduct and Ethics or other
Company policies or procedures by Company employees can lead to disciplinary
action up to and including termination.

         In trying to determine whether any given action is appropriate, use the
following test. Imagine that the words you are using or the action you are
taking is going to be fully disclosed in the media with all the details,
including your photo. If you are uncomfortable with the idea of this information
being made public, perhaps you should think again about your words or your
course of action.

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

         III.  YOUR RESPONSIBILITIES TO THE COMPANY AND ITS STOCKHOLDERS

               A. GENERAL STANDARDS OF CONDUCT

         The Company expects all employees, agents and contractors to exercise
good judgment to ensure the safety and welfare of employees, agents and
contractors and to maintain a cooperative, efficient, positive, harmonious and
productive work environment and business organization. These standards apply
while working on our premises, at offsite locations where our business is being
conducted, at Company-sponsored business and social events, or at any other
place where you are a representative of the Company. Employees, agents or
contractors who engage in misconduct or whose performance is unsatisfactory may
be subject to corrective action, up to and including termination. You should
review the Quovadx Employee Handbook for more detailed information.

               B. APPLICABLE LAWS

         All Company employees, agents and contractors must comply with all
applicable laws, regulations, rules and regulatory orders. Company employees
located outside of the United States must comply with laws, regulations, rules
and regulatory orders of the United States, including the Foreign Corrupt
Practices Act and the U.S. Export Control Act, in addition to applicable local
laws. Each employee, agent and contractor must acquire appropriate knowledge of
the requirements relating to his or her duties sufficient to enable him or her
to recognize potential dangers and to



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QUOVADX CODE OF BUSINESS CONDUCT AND ETHICS - Page 3


know when to seek advice from the Legal Department on specific Company policies
and procedures. Violations of laws, regulations, rules and orders may subject
the employee, agent or contractor to individual criminal or civil liability, as
well as to discipline by the Company. Such individual violations may also
subject the Company to civil or criminal liability or the loss of business.

               C. CONFLICTS OF INTEREST

         Each of us has a responsibility to the Company, our stockholders and
each other. Although this duty does not prevent us from engaging in personal
transactions and investments, it does demand that we avoid situations where a
conflict of interest might occur or appear to occur. The Company is subject to
scrutiny from many different individuals and organizations. We should always
strive to avoid even the appearance of impropriety.

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

                   (i) EMPLOYMENT/OUTSIDE EMPLOYMENT. In consideration of your
employment with the Company, you are expected to devote your full attention to
the business interests of the Company. You are prohibited from engaging in any
activity that interferes with your performance or responsibilities to the
Company or is otherwise in conflict with or prejudicial to the Company. Our
policies prohibit any employee from accepting simultaneous employment with a
Company supplier, customer, developer or competitor, or from taking part in any
activity that enhances or supports a competitor's position. Additionally, you
must disclose to the Company any interest that you have that may conflict with
the business of the Company. If you have any questions on this requirement, you
should contact your supervisor or the Human Resources Department.

                   (ii) OUTSIDE DIRECTORSHIPS. It is a conflict of interest to
serve as a director of any company that competes with the Company. Although you
may serve as a director of a Company supplier, customer, developer, or other
business partner, our policy requires that you first obtain approval from the
Company's General Counsel before accepting a directorship. Any compensation you
receive should be commensurate to your responsibilities. Such approval may be
conditioned upon the completion of specified actions.

                   (iii) BUSINESS INTERESTS. If you are considering investing in
a Company customer, supplier, developer or competitor, you must first take great
care to ensure that these investments do not compromise your responsibilities to
the Company. Many factors should be considered in determining whether a conflict
exists, including the size and nature 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.



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QUOVADX CODE OF BUSINESS CONDUCT AND ETHICS - Page 4


                   (iv) RELATED PARTIES. As a general rule, you should avoid
conducting Company business with a relative or significant other, or with a
business in which a relative or significant 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 (including same 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 the Company's Chief
Financial Officer. If determined to be material to the Company by the Chief
Financial Officer, the Company's Audit Committee must review and approve in
writing in advance such related party transactions. The most significant related
party transactions, particularly those involving the Company's directors or
executive officers, must be reviewed and approved in writing in advance by the
Company's Board of Directors. The Company must report all such material related
party transactions under applicable accounting rules, Federal securities laws,
SEC rules and regulations, and securities market rules. Any dealings with a
related party must be conducted in such a way that no preferential treatment is
given to this business.

         The Company discourages the employment of relatives and significant
others in positions or assignments within the same department and prohibits the
employment of such individuals in positions that have a financial 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 impairment and conflicts that are a likely outcome of the
employment of relatives or significant others, especially in a
supervisor/subordinate relationship. If a question arises about whether a
relationship is covered by this policy, the Human Resources Department is
responsible for determining whether an applicant's or transferee's acknowledged
relationship is covered by this policy. The Human Resources Department shall
advise all affected applicants and transferees of this policy. Willful
withholding of information regarding a prohibited relationship/reporting
arrangement may be subject to corrective action, up to and including
termination. If a prohibited relationship exists or develops between two
employees, the employee in the senior position must bring this to the attention
of his/her supervisor. The Company retains the prerogative to separate the
individuals at the earliest possible time, either by reassignment or by
termination, if necessary.

                   (v) OTHER SITUATIONS. Because other conflicts of interest may
arise, it would be impractical to attempt to list all possible situations. If a
proposed transaction or situation raises any questions or doubts in your mind
you should consult the Legal Department.

               D. CORPORATE OPPORTUNITIES

         Employees, officers and directors may not exploit for their own
personal gain opportunities that are discovered through the use of corporate
property, information or position unless the opportunity is disclosed fully in
writing to the Company's Board of Directors and the Board of Directors declines
to pursue such opportunity.

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QUOVADX CODE OF BUSINESS CONDUCT AND ETHICS - Page 5


               E. PROTECTING THE COMPANY'S CONFIDENTIAL INFORMATION

         The Company's confidential information is a valuable asset. The
Company's confidential information includes product architectures; source codes;
product plans and road maps; names and lists of customers, dealers, and
employees; and financial information. This information is the property of the
Company and may be protected by patent, trademark, copyright and trade secret
laws. All confidential information must be used for Company business purposes
only. Every employee, agent and contractor must safeguard it. THIS
RESPONSIBILITY INCLUDES NOT DISCLOSING THE COMPANY CONFIDENTIAL INFORMATION SUCH
AS INFORMATION REGARDING THE COMPANY'S PRODUCTS OR BUSINESS OVER THE INTERNET.
You are also responsible for properly labeling any and all documentation shared
with or correspondence sent to the Company's Legal Department or outside counsel
as "Attorney-Client Privileged". This responsibility includes the safeguarding,
securing and proper disposal of confidential information in accordance with the
Company's policy on Maintaining and Managing Records set forth in Section III.I
of this Code of Business Conduct and Ethics. This obligation extends to
confidential information of third parties, which the Company has rightfully
received under Non-Disclosure Agreements. See the Company's policy dealing with
Handling Confidential Information of Others set 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 an agreement to protect and hold confidential the
Company's proprietary information. This agreement remains in effect for as long
as you work for the Company and after you leave the Company. Under this
agreement, you may not disclose the Company's confidential information to anyone
or use it to benefit anyone other than the Company without the prior written
consent of an authorized Company officer.

                   (ii) DISCLOSURE OF COMPANY CONFIDENTIAL INFORMATION. To
further the Company's business, from time to time our confidential information
may be disclosed to potential business partners. However, such disclosure should
never be done without carefully considering its potential benefits and risks. If
you determine in consultation with your manager and other appropriate Company
management that disclosure of confidential information is necessary, you must
then contact the Legal Department to ensure that an appropriate written
nondisclosure agreement is signed prior to the disclosure. The Company has
standard nondisclosure agreements suitable for most disclosures. You must not
sign a third party's nondisclosure agreement or accept changes to the Company's
standard nondisclosure agreements without review and approval by the Company's
Legal Department. In addition, all Company materials that contain Company
confidential information, including presentations, must be reviewed and approved
by the Company's Legal Department prior to publication or use. Furthermore, any
employee publication or publicly made statement that might be perceived or
construed as attributable to the Company, made outside the scope of his or her
employment with the Company, must be reviewed and approved in writing in



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QUOVADX CODE OF BUSINESS CONDUCT AND ETHICS - Page 6


advance by the Company's Legal Department and must include the Company's
standard disclaimer that the publication or statement represents the views of
the specific author and not of the Company.

                   (iii) REQUESTS BY REGULATORY AUTHORITIES. The Company and its
employees, agents and contractors must cooperate with appropriate government
inquiries and investigations. In this context, however, it is important to
protect the legal rights of the Company with respect to its confidential
information. All government requests for information, documents or investigative
interviews must be referred to the Company's Legal Department. No financial
information may be disclosed without the prior approval of the Chief Financial
Officer.

                   (iv) COMPANY SPOKESPEOPLE. Specific policies have been
established regarding who may communicate information to the press and the
financial analyst community. All inquiries or calls from the press and financial
analysts should be referred to the Chief Financial Officer or Investor Relations
Department. The Company has designated its CEO, CFO and Investor Relations
Department as official Company spokespeople for financial matters. The Company
has designated its Public Relations Department as official Company spokespeople
for marketing, technical and other such information. These designees are the
only people who may communicate with the press on behalf of the Company.

               F. OBLIGATIONS UNDER SECURITIES LAWS-"INSIDER" TRADING

         Obligations under the U.S. securities laws apply to everyone. In the
normal course of business, officers, directors, employees, agents, contractors
and consultants of the Company may come into possession of significant,
sensitive information. This information is the property of the Company -- you
have been entrusted with it. You may not profit from it by buying or selling
securities yourself, or passing on the information to others to enable them to
profit or for them to profit on your behalf. The purpose of this policy is both
to inform you of your legal responsibilities and to make clear to you that the
misuse of sensitive information is contrary to Company policy and U.S.
securities laws.

         Insider trading is a crime, penalized by fines of up to $5,000,000 and
20 years in jail for individuals. In addition, the SEC may seek the imposition
of a civil penalty of up to three times the profits made or losses avoided from
the trading. Insider traders must also disgorge any profits made, and are often
subjected to an injunction against future violations. Finally, insider traders
may be subjected to civil liability in private lawsuits.

         Employers and other controlling persons (including supervisory
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 or losses avoided by the trader if they recklessly fail to take
preventive steps to control insider trading.

         Thus, it is important both to you and the Company that insider-trading
violations not occur. You should be aware that stock market surveillance
techniques are becoming increasingly



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QUOVADX CODE OF BUSINESS CONDUCT AND ETHICS - Page 7


sophisticated, and the chance that U.S. federal or other regulatory authorities
will detect and prosecute even small-level trading is significant. Insider
trading rules are strictly enforced, even in instances when the financial
transactions seem small. You should contact the Chief Financial Officer or the
Legal Department if you are unsure as to whether or not you are free to trade.

         The Company has imposed a trading blackout period on members of the
Board of Directors, executive officers and certain designated employees who, as
a consequence of their position with the Company, are more likely to be exposed
to material nonpublic information about the Company. These directors, executive
officers and employees generally may not trade in Company securities during the
blackout period.

         For more details, and to determine if you are restricted from trading
during trading blackout periods, you should review the Company'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 the Insider Trading Compliance
Program carefully, paying particular attention to the specific policies and the
potential criminal and civil liability and/or disciplinary action for insider
trading violations. Employees, agents and contractors of the Company who violate
this Policy are also subject to disciplinary action by the Company, which may
include termination of employment or of business relationship. All questions
regarding the Company's Insider Trading Compliance Program should be directed to
the Company's Chief Financial Officer or General Counsel.

               G. PROHIBITION AGAINST SHORT SELLING OF COMPANY STOCK

         No Company director, officer or other employee, agent or contractor
may, directly or indirectly, sell any equity security, including derivatives, of
the Company if he or she (1) does not own the security sold, or (2) if he or she
owns the security, does not deliver it against such sale (a "short sale against
the box") within twenty days thereafter, or does not within five days after such
sale deposit it in the mails or other usual channels of transportation. No
Company director, officer or other employee, agent or contractor may engage in
short sales of any equity security of the Company. A short sale, as defined in
this policy, means any transaction whereby one may benefit from a decline in the
Company's stock price. While employees who are not executive officers or
directors are not prohibited by law from engaging in short sales of Company's
securities, the Company has adopted as policy that employees may not do so.

               H. USE OF COMPANY'S ASSETS

                   (i) GENERAL. Protecting the Company's assets is a key
fiduciary responsibility of every employee, agent and contractor. Care should be
taken to ensure that assets are not misappropriated, loaned to others, or sold
or donated, without appropriate authorization. All Company employees, agents and
contractors are responsible for the proper use of Company assets, and must
safeguard such assets against loss, damage, misuse or theft. Employees, agents
or contractors who violate any aspect of this policy or who demonstrate poor
judgment in the manner in which they use any Company asset may be subject to
disciplinary action, up to and including



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QUOVADX CODE OF BUSINESS CONDUCT AND ETHICS - Page 8


termination of employment or business relationship at the Company's sole
discretion. Company equipment and assets are to be used for Company business
purposes only. Employees, agents and contractors may not use Company assets for
personal use, nor may they allow any other person to use Company assets.
Employees who have any questions regarding this policy should bring them to the
attention of the Company's Human Resources Department.

                   (ii) PHYSICAL ACCESS CONTROL. The Company has and will
continue to develop procedures covering physical access control to ensure
privacy of communications, maintenance of the security of the Company
communication equipment, and safeguard Company assets from theft, misuse and
destruction. You are personally responsible for complying with the level of
access control that has been implemented in the facility where you work on a
permanent or temporary basis. You must not defeat or cause to be defeated the
purpose for which the access control was implemented.

                   (iii) COMPANY FUNDS. Every Company employee is personally
responsible for all Company funds over which he or she exercises control.
Company agents and contractors should not be allowed to exercise control over
Company funds. Company funds must be used only for Company business purposes.
Every Company employee, agent and contractor must take reasonable steps to
ensure that the Company receives good value for Company funds spent, and must
maintain accurate and timely records of each and every expenditure. Expense
reports must be accurate and submitted in a timely manner. Company employees,
agents and contractors must not use Company funds for any personal purpose.

                   (iv) COMPUTERS AND OTHER EQUIPMENT. The Company strives to
furnish employees with the equipment necessary to efficiently and effectively do
their jobs. You must care for that equipment and use it responsibly only for
Company business purposes. If you use Company equipment at your home or off
site, take precautions to protect it from theft or damage, just as if it were
your own. If the Company no longer employs you, you must immediately return all
Company equipment. While computers and other electronic devices are made
accessible to employees to assist them to perform their jobs and to promote
Company's interests, all such computers and electronic devices, whether used
entirely or partially on the Company's premises or with the aid of the Company's
equipment or resources, must remain fully accessible to the Company and, to the
maximum extent permitted by law, will remain the sole and exclusive property of
the Company.

         Employees, agents and contractors should not maintain any 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
and through its employees, agents, contractors, or representatives, at any time,
either with or without an employee's or third party's knowledge, consent or
approval.


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QUOVADX CODE OF BUSINESS CONDUCT AND ETHICS - Page 9



                   (v) SOFTWARE. All software used by employees to conduct
Company 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 constitute copyright infringement and may expose you
and the Company to potential civil and criminal liability. In addition, use of
illegal or unauthorized copies of software may subject the employee to
disciplinary action, up to and including termination. The Company's IT
Department will inspect Company computers periodically to verify that only
approved and licensed software has been installed. Any non-licensed/supported
software will be removed.

                   (vi) ELECTRONIC USAGE. Employees are expected to utilize
electronic communication devices in a legal, ethical, and appropriate manner;
this includes the use of computers, e-mail, connections to the Internet,
intranet and extranet and any other public or private networks, voice mail,
video conferencing, facsimiles, and telephones. Posting or discussing
information concerning the Company's products or business on the Internet
without the prior written consent of the Company's CFO or General Counsel is
prohibited. Any other form of electronic communication used by employees
currently or in the future is also intended to be encompassed under this policy.
It is not possible to identify every standard and rule applicable to the use of
electronic communications devices. Employees are therefore encouraged to use
sound judgment whenever using any feature of our communications systems.

               I. MAINTAINING AND MANAGING RECORDS

         The purpose of this policy is to set forth and convey the Company's
business and legal requirements in managing records, including all recorded
information regardless of medium or characteristics. Records include paper
documents, CDs, computer hard disks, email, floppy disks, microfiche, microfilm
or all other media. The Company is required by local, state, federal, foreign
and other applicable laws, rules and regulations to retain certain records and
to follow specific guidelines in managing its records. Civil and criminal
penalties for failure to comply with such guidelines can be severe for
employees, agents, contractors and the Company, and failure to comply with such
guidelines may subject the employee, agent or contractor to disciplinary action,
up to and including termination of employment or business relationship at the
Company's sole discretion.

               J. RECORDS ON LEGAL HOLDA legal hold suspends all document
destruction procedures in order to preserve appropriate records under special
circumstances, such as litigation or government investigations. The Company's
Legal Department determines and identifies what types of Company records or
documents are required to be placed under a legal hold. Every Company employee,
agent and contractor must comply with this policy. Failure to comply with this
policy may subject the employee, agent or contractor to disciplinary action, up
to and including termination of employment or business relationship at the
Company's sole discretion.

         The Company's Legal Department will notify you if a legal hold is
placed on records for which you are responsible. You then must preserve and
protect the necessary records in accordance with instructions from the Company's
Legal Department. RECORDS OR SUPPORTING



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QUOVADX CODE OF BUSINESS CONDUCT AND ETHICS - Page 10


DOCUMENTS THAT HAVE BEEN PLACED UNDER A LEGAL HOLD MUST NOT BE DESTROYED,
ALTERED OR MODIFIED UNDER ANY CIRCUMSTANCES. A legal hold remains effective
until it is officially released in writing by the Company's Legal Department. If
you are unsure whether a document has been placed under a legal hold, you should
preserve and protect that document while you check with the Company's Legal
Department.

         If you have any questions about this policy you should contact the
Company's Legal Department.

               K. PAYMENT PRACTICES

                   (i) ACCOUNTING PRACTICES. The Company's responsibilities to
its stockholders and the investing public require that all transactions be fully
and accurately recorded in the Company's books and records in compliance with
all applicable laws. False or misleading entries, unrecorded funds or assets, or
payments without appropriate supporting documentation and approval are strictly
prohibited and violate Company policy and the law. Additionally, all
documentation supporting a transaction should fully and accurately describe the
nature of the transaction and be processed in a timely fashion.

                   (ii) POLITICAL CONTRIBUTIONS. The Company reserves the right
to communicate its position on important issues to elected representatives 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
regarding political contributions. The Company's funds or assets must not be
used for, or be contributed to, political campaigns or political practices under
any circumstances without the prior written approval of the Company's General
Counsel and, if required, the Board of Directors.

                   (iii) PROHIBITION OF INDUCEMENTS. Under no circumstances may
employees, agents or contractors offer to pay, make payment, promise to pay, or
issue authorization to pay any money, gift, or anything of value to customers,
vendors, consultants, etc. that is perceived as intended, directly or
indirectly, to improperly influence any business decision, any act or failure to
act, any commitment of fraud, or opportunity for the commission of any fraud.
Inexpensive gifts, infrequent business meals, celebratory events and
entertainment, provided that they are not excessive or create an appearance of
impropriety, do not violate this policy. Questions regarding whether a
particular payment or gift violates this policy should be directed to Human
Resources or the Legal Department.

               L. FOREIGN CORRUPT PRACTICES ACTThe Company requires full
compliance with the Foreign Corrupt Practices Act (FCPA) by all of its
employees, agents, and contractors.

         The anti-bribery and corrupt payment provisions of the FCPA make
illegal any corrupt offer, payment, promise to pay, or authorization to pay any
money, gift, or anything of value to any foreign official, or any foreign
political party, candidate or official, for the purpose of: influencing any act
or

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QUOVADX CODE OF BUSINESS CONDUCT AND ETHICS - Page 11


failure to act, in the official capacity of that foreign official or party;
or inducing the foreign official or party to use influence to affect a decision
of a foreign government or agency, in order to obtain or retain business for
anyone, or direct business to anyone.

         All Company employees, agents and contractors whether located in the
United States or abroad, are responsible for FCPA compliance and the procedures
to ensure FCPA compliance. All managers and supervisory personnel are expected
to monitor continued compliance with the FCPA to ensure compliance with the
highest moral, ethical and professional standards of the Company. FCPA
compliance includes the Company's policy on Maintaining and Managing Records in
Section III.I of this Code of Business Conduct and Ethics.

         Laws in most countries outside of the United States also prohibit or
restrict government officials or employees of government agencies from receiving
payments, entertainment, or gifts for the purpose of winning or keeping
business. No contract or agreement may be made with any business in which a
government official or employee holds a significant interest, without the prior
approval of the Company's General Counsel.

               M. EXPORT CONTROLS

         A number of countries maintain controls on the destinations to which
products or software may be exported. Some of the strictest export controls are
maintained by the United States against countries that the U.S. government
considers unfriendly or as supporting international terrorism. The U.S.
regulations are complex and apply both to exports from the United States and to
exports of products from other countries, when those products contain
U.S.-origin components or technology. Software created in the United States is
subject to these regulations even if duplicated and packaged abroad. In some
circumstances, an oral presentation containing technical data made to foreign
nationals in the United States may constitute a controlled export. The Legal
Department can provide you with guidance on which countries are prohibited
destinations for Company products or whether a proposed technical presentation
to foreign nationals may require a U.S. Government license.

         IV.   RESPONSIBILITIES TO OUR CUSTOMERS AND OUR SUPPLIERS

               A. CUSTOMER RELATIONSHIPS

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

               B. PAYMENTS OR GIFTS FROM OTHERS

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QUOVADX CODE OF BUSINESS CONDUCT AND ETHICS - Page 12


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

         Gifts given by the Company to suppliers or customers or received from
suppliers or customers should always be appropriate to the circumstances and
should never be of a kind that could create an appearance of impropriety. The
nature and cost must always be accurately recorded in the Company's books and
records.

               C. PUBLICATIONS OF OTHERS

         The Company subscribes to many publications that help employees do
their jobs better. These include newsletters, reference works, online reference
services, magazines, books, and other digital and printed works. Copyright law
generally protects these works, and their unauthorized copying and distribution
constitute copyright infringement. You must first obtain the consent of the
publisher of a publication before copying publications or significant parts of
them. When in doubt about whether you may copy a publication, consult the Legal
Department.

               D. HANDLING THE CONFIDENTIAL INFORMATION OF OTHERS

         The Company has many kinds of business relationships with many
companies and individuals. Sometimes, they will volunteer confidential
information about their products or business plans to induce the Company to
enter into a business relationship. At other times, we may request that a third
party provide confidential information to permit the Company to evaluate a
potential business relationship with that party. Whatever the situation, we must
take special care to handle the confidential information of others responsibly.
We handle such confidential information in accordance with our agreements with
such third parties. See also the Company's policy on Maintaining and Managing
Records in Section III.I of this Code of Business Conduct and Ethics and the
Company's Policy and Agreement to Ensure Security and Confidentiality of HIPAA
Specified Protected Health Information.

                   (i) APPROPRIATE NONDISCLOSURE AGREEMENTS. Confidential
information may take many forms. An oral presentation about a company's product
development plans may contain protected trade secrets. A customer list or
employee list may be a protected trade secret. A demo of a version of the
company's software that is not in general release may contain information
protected by trade secret and copyright laws.

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QUOVADX CODE OF BUSINESS CONDUCT AND ETHICS - Page 13


         You should never accept information offered by a third party that is
represented as confidential, or which appears from the context or circumstances
to be confidential, unless an appropriate nondisclosure agreement has been
signed with the party offering the information. THE LEGAL DEPARTMENT CAN PROVIDE
NONDISCLOSURE AGREEMENTS TO FIT ANY PARTICULAR SITUATION, AND WILL COORDINATE
APPROPRIATE EXECUTION OF SUCH AGREEMENTS ON BEHALF OF THE COMPANY. Even after a
nondisclosure agreement is in place, you should accept only the information
necessary to accomplish the purpose of receiving it, such as a decision on
whether to proceed to negotiate a deal. If more detailed or extensive
confidential information is offered and it is not necessary, for your immediate
purposes, it should be refused.

                   (ii) NEED-TO-KNOW. Once a third party's confidential
information has been disclosed to the Company, we have an obligation to abide by
the terms of the relevant nondisclosure agreement and limit its use to the
specific purpose for which it was disclosed and to disseminate it only to other
Company employees with a need to know the information. Every employee, agent and
contractor involved in a potential business relationship with a third party must
understand and strictly observe the restrictions on the use and handling of
confidential information. When in doubt, consult the Legal Department.

                   (iii) NOTES AND REPORTS. When reviewing the confidential
information of a third party under a nondisclosure agreement, it is natural to
take notes or prepare reports summarizing the results of the review and, based
partly on those notes or reports, to draw conclusions about the suitability of a
business relationship. Notes or reports, however, can include confidential
information disclosed by the other party and so should be retained only long
enough to complete the evaluation of the potential business relationship.
Subsequently, they should be either destroyed or turned over to the Legal
Department for safekeeping or destruction. They should be treated just as any
other disclosure of confidential information is treated: marked as confidential
and distributed only to those the Company employees with a need to know.

                   (iv) COMPETITIVE INFORMATION. You should never attempt to
obtain a competitor's confidential information by improper means, and you should
especially never contact a competitor regarding their confidential information.
While the Company may, and does, employ former employees of competitors, we
recognize and respect the obligations of those employees not to use or disclose
the confidential information of their former employers.

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QUOVADX CODE OF BUSINESS CONDUCT AND ETHICS - Page 14


               E. SELECTING SUPPLIERS

         The Company's suppliers make significant contributions to our success.
To create an environment where our suppliers have an incentive to work with the
Company, they must be confident that they will be treated lawfully and in an
ethical manner. The Company's policy is to purchase supplies based on need,
quality, service, price and terms and conditions. The Company's policy is to
select significant suppliers or enter into significant supplier agreements
though a competitive bid process where possible. Under no circumstances should
any Company employee, agent or contractor attempt to coerce suppliers in any
way. The confidential information of a supplier is entitled to the same
protection as that of any other third party and must not be received before an
appropriate nondisclosure agreement has been signed. A supplier to the Company
is generally free to sell its products or services to any other party, including
competitors of the Company. In some cases where the products or services have
been designed, fabricated, or developed to our specifications the agreement
between the parties may contain restrictions on sales.

               F. GOVERNMENT RELATIONS

         It is the Company's policy to comply fully with all applicable laws and
regulations governing contact and dealings with government employees and public
officials, and to adhere to high ethical, moral and legal standards of business
conduct. This policy includes strict compliance with all local, state, federal,
foreign and other applicable laws, rules and regulations. If you have any
questions concerning government relations you should contact the Company's Legal
Department.
               G. LOBBYING

         Employees, agents or contractors whose work requires lobbying
communication with any member or employee of a legislative body or with any
government official or employee in the formulation of legislation must have
prior written approval of such activity from the Company's General Counsel.
Activity covered by this policy includes meetings with legislators or members of
their staffs or with senior executive branch officials. Preparation, research,
and other background activities that are done in support of lobbying
communication are also covered by this policy even if the communication
ultimately is not made.

               H. GOVERNMENT CONTRACTS

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


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QUOVADX CODE OF BUSINESS CONDUCT AND ETHICS - Page 15


               I. FREE AND FAIR COMPETITION

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

         These laws often regulate the Company's relationships with its
distributors, resellers, dealers, and customers. Competition laws generally
address the following areas: pricing practices (including price discrimination),
discounting, terms of sale, credit terms, promotional allowances, secret
rebates, exclusive dealerships or distributorships, product bundling,
restrictions on carrying competing products, termination, and many other
practices.

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

         No employee, agent or contractor shall at any time or under any
circumstances enter into an agreement or understanding, written or oral, express
or implied, with any competitor concerning prices, discounts, other terms or
conditions of sale, profits or profit margins, costs, allocation of product or
geographic markets, allocation of customers, limitations on production, boycotts
of customers or suppliers, or bids or the intent to bid or even discuss or
exchange information on these subjects. In some cases, legitimate joint ventures
with competitors may permit exceptions to these rules as may bona fide purchases
from or sales to competitors on non-competitive products, but the Company's
Legal Department must review all such proposed ventures in advance. These
prohibitions are absolute and strict observance is required. Collusion among
competitors is illegal, and the consequences of a violation are severe.

         Although the spirit of these laws, known as "antitrust," "competition,"
or "consumer protection" or unfair competition laws, is straightforward, their
application to particular situations can be quite complex. To ensure that the
Company complies fully with these laws, each of us should have a basic knowledge
of them and should involve our Legal Department early on when questionable
situations arise.

               J. INDUSTRIAL ESPIONAGE

         It is the Company's policy to lawfully compete in the marketplace. This
commitment to fairness includes respecting the rights of our competitors and
abiding by all applicable laws in the course of competing. The purpose of this
policy is to maintain the Company's reputation as a lawful



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QUOVADX CODE OF BUSINESS CONDUCT AND ETHICS - Page 16


competitor and to help ensure the integrity of the competitive marketplace. The
Company expects its competitors to respect our rights to compete lawfully in the
marketplace, and we must respect their rights equally. Company employees, agents
and contractors may not steal or unlawfully use the information, material,
products, intellectual property, or proprietary or confidential information of
anyone including suppliers, customers, business partners or competitors.

         V.   WAIVERS

         Any waiver of any provision of this Code of Business Conduct and Ethics
for a member of the Company's Board of Directors or an executive officer must be
approved in writing by the Company's Board of Directors and promptly disclosed.
Any waiver of any provision of this Code of Business Conduct and Ethics with
respect any other employee, agent or contractor must be approved in writing by
the Company's General Counsel.

         VI.  DISCIPLINARY ACTIONS

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

         The Company will take appropriate action against any employee, agent,
contractor or consultant whose actions are found to violate these policies or
any other policies of the Company. Disciplinary actions may include immediate
termination of employment or business relationship at the Company's sole
discretion. Where the Company has suffered a loss, it may pursue its remedies
against the individuals or entities responsible. Where laws have been violated,
the Company will cooperate fully with the appropriate authorities.


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QUOVADX CODE OF BUSINESS CONDUCT AND ETHICS - Page 17


         VII.  ACKNOWLEDGMENT OF RECEIPT OF CODE OF BUSINESS CONDUCT AND ETHICS

         I have received and read the Company's Code of Business Conduct and
Ethics. I understand the standards and policies contained in the Company Code of
Business Conduct and Ethics and understand that there may be additional policies
or laws specific to my job. I further agree to comply with the Company Code of
Business Conduct and Ethics.

         If I have questions concerning the meaning or application of the
Company Code of Business Conduct and Ethics, any Company policies, or the legal
and regulatory requirements applicable to my job, I know I can consult my
manager, the Human Resources Department or the Legal Department, knowing that my
questions or reports to these sources will be maintained in confidence.




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Employee Name


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Signature


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Date



Please sign and return this form to the Human Resources Department