**Exhibit 14.1**

 

**FIRST HORIZON PHARMACEUTICALCORPORATION**

**Codeof Business Conduct and Ethics**

**(January 2006)**

 

**INTRODUCTION**

 

This *Code ofBusiness Conduct and Ethics*  hasthree objectives. First, it describes and communicates a wide range of significantbusiness policies and procedures that must be followed by all First Horizonemployees and executive officers, and members of First Horizon’s Board ofDirectors. Second, because it is impossible to cover every issue or situationthat may arise, the Code also attempts to familiarize our employees withsome basic principles to guide their decisions and actions. Finally,recognizing that employees may face difficult decisions or situationsinvolving “gray areas,” the Code encourages you to ask for guidance and help atany time, and sets forth the mechanisms to do so.

 

Overridingall else, First Horizon is dedicated to its customers who use our products. Ourtop priority is the well being and health of our customers. We expect all ofour employees, contractors and other representatives to make that their numberone priority, as well.

 

All First Horizonemployees must conduct themselves according to the standards and basicprinciples contained in this Code and the First Horizon Employee Handbook andshould strive to avoid even the appearance of improper behavior. First Horizonexecutive officers are also employees, and thus this Code applies equally tosuch persons; and, where applicable, the provisions of this Code also apply tomembers of First Horizon’s Board of Directors. In addition, all First Horizonemployees must promptly report suspected violations of the Code. The Codeshould also be followed by First Horizon’s agents and representatives,including consultants. Although this Code references “employees” throughout,its application to all appropriate persons as described above is presumed. Alwaysremember that ethical conduct is not just something we acknowledge on a policy form andthen ignore. It is an ongoing process, and each day we need to ensure that weare performing our jobs for First Horizon with the highest level of integrity.

 

If a law conflicts with apolicy in this Code, you must comply with the law; however, if a local customor policy conflicts with this Code, you must comply with the Code. If you have anyquestions about these conflicts, you should ask your supervisors, the HumanResources Department, or the Legal Department how to handle the situation.

 

Employees who violate thestandards in this Code, or who fail to promptly report violations of the Code,will be subject to disciplinary action, up to and including termination ofemployment. If you are in or become aware of a situation that you believe may violateor lead to a violation of this Code, follow the guidelines described in Section X,the Compliance Procedures & Reporting section of this Code.

 

To aid First Horizon inmaintaining the highest level of integrity, First Horizon also encourages anyvendor, supplier, stockholder or other person doing business or associated withFirst Horizon to report any situation they are in or of which they becomeaware, including any situation relating to accounting, internal accountingcontrols or

 

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auditing matters, that theybelieve may violate or lead to a violation of this Code by following theguidelines described in Section X.

 

Whilethe values underlying this Code will remain constant over time, the specificsof the Code may be modified at First Horizon’s sole discretion with orwithout prior notice as our business changes and evolves. We will post the currentversion of the Code on our Intranet website and ask that you refer to it asnecessary.

 

ThisCode is not intended to and shall not be deemed or construed to provide anyrights, contractual or otherwise, to First Horizon’s employees or to any third parties.In addition, this Code is not intended to create, directly or indirectly, anyduty or obligation on the part of First Horizon which does not otherwiseexist under applicable law.**COMPLIANCE WITH LAWS, RULES ANDREGULATIONS**

 

Obeying the law, both inletter and in spirit, is one of the foundations on which First Horizon’sethical standards are built. All employees must respect and obey the laws, rules andregulations of the cities, states and countries in which we operate. Althoughnot every employee is expected to know the details of all of these laws, it isimportant to know enough to determine when to seek advice from yoursupervisors, the Human Resources Department or the Legal Department. FirstHorizon holds information and training sessions to promote compliance withlaws, rules and regulations. This policy mandates full compliance in thefollowing areas but is not intended to be exhaustive.

 

a)              Safety and Health

 

First Horizon is required toprovide a safe work environment for its employees. First Horizon’s policy is tocomply with all applicable safety and health laws and the applicable FirstHorizon safety and health programs. As appropriate, First Horizon will develop,implement, review and update programs designed to comply with the OccupationalSafety and Heath Act’s (OSHA) standards. All programs will be designed tofoster employee involvement and open communication regarding safety and healthissues, and will include employee training and consistent enforcement.

 

In line with its policy to providea safe workplace for its employees, First Horizon follows ergonomics standardsin accordance with applicable law. First Horizon is also committed tomaintaining a work environment free from threats or acts of violence. Employeesare forbidden from possessing any weapon while working, operating or in FirstHorizon vehicles, present on First Horizon premises or present in any otherlocation performing services for First Horizon, or while attending FirstHorizon-sponsored activities.

 

Each employee hasresponsibility for maintaining a safe and healthy workplace for all employeesby following safety and health rules and practices and reportingaccidents, injuries and unsafe equipment, practices or conditions. In addition,each employee is responsible for reporting threats, attempted violence, acts ofviolence, bomb threats, suspected terrorist activity and any other securityconcerns to their supervisors or the Human Resources Department.

 

*KeyPoints:*

 

### •                  *Employees must take an active role inensuring compliance with safety and health standards in their workplace byreporting unsafe working conditions to their supervisors.*

 

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### •                  *Employees should consult the First HorizonEmployee Handbook or with the Human Resources Department for further guidanceand information.*

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b.              Solicitations andKickbacks

 

First Horizon buys and sellsproducts and services solely on the basis of value and merit. Employees mustunderstand their responsibilities in dealing with First Horizon’s vendors,customers and business partners in these transactions.

 

The law regulates salesactivities of corporations and, specifically, pharmaceutical corporations. FirstHorizon employees are prohibited from offering bribes, kickbacks, lavish giftsor entertainment to a customer in order to secure or retain business. Customerswho are health care providers may be provided with items of modest value(e.g., items related to that customer’s professional practice such as pads,pens and similar items with the customer’s logo) and items provided for thebenefit of patients may be provided if they are not of substantial value. Discountsand rebates provided to a health care purchaser or purchasers of products orservices, whether given in the form of a discount, rebate check or creditmemo, are generally permitted provided that they are properly identified anddisclosed as discounts and the customer is informed of its responsibility toaccount for such discounts.

 

In addition, it is FirstHorizon’s policy to comply with certain standards established by industry andprofessional groups that concern industry relationships with medicalprofessionals and sponsorship of medical education and scientific symposia. Thesestandards include the American Medical Association (AMA) Guidelines on Gifts toPhysicians from Industry, the Pharmaceutical Research and Manufacturers ofAmerica (PhRMA) Code of Pharmaceutical Marketing Practices, and theAccreditation Council for Continuing Medical Education (ACCME) Guidelines for CommercialSupport of Continuing Medical Education.

 

The law also imposesobligations on corporations to act in the best interests of their shareholders.When purchasing on behalf of First Horizon, all First Horizon employees have aresponsibility to First Horizon shareholders to seek the best and mostcost-effective products and services. When selling on behalf of First Horizon,it is important to recognize that customers and business partners of FirstHorizon have that same responsibility to their own constituents.

 

*KeyPoints:*

 

### •                  *Employees should not accept or provide giftsunless they are of a nominal value (generally $50 or less). Employees alsoshould not accept or provide excessive or extravagant entertainment. Gifts orentertainment must be reasonable under the circumstances of the businessrelationship and consistent with customary business practice in the industryand with First Horizon policy. In addition, no employee may give orreceive any gift which may have the effect or give the appearance of beingoffered for the purpose of obtaining favorable business or personal treatment.*

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### •                  *Employees should not receive or provide anygifts or entertainment when there is any obligation to pay back on the part ofthe recipient.*

 

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### •                  *Employees should not receive or provide,regardless of the amount, cash, stock, bonds or other similar items, orsales-related commissions, bribes, payoffs or kickbacks.*

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### •                  *Employees offered anything they cannotaccept under this policy or other applicable First Horizon policies shouldreport the event to their supervisors, the Human Resources Department or theLegal Department as soon as possible.*

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c.               Government andThird-Party Investigations

 

First Horizon may besubjected to information requests, inspections or investigations bygovernmental entities or private, third-party litigants. First Horizon’s policyis to cooperate fully with all legal and reasonable information requests,inspections or investigations; however, First Horizon’s Legal Department is responsiblefor determining how First Horizon will respond to such actions. Individualemployees are not authorized to respond to such actions without firstconsulting with the Legal Department.

 

*KeyPoints:*

 

### •                  *Employees should notify First Horizon’sLegal Department immediately about any governmental or third-party informationrequest, inspection, investigation, search warrant or subpoena of First Horizonor its personnel or customers.*

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### •                  *Employees should notify First Horizon’sLegal Department immediately about any information request, inspection orinvestigation by any stock exchange or self-regulatory organization that isdirected to First Horizon or its personnel before any information is given tothe entity.*

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d.              Political Activities

 

First Horizon’s policy is tocomply with all local, state and federal laws regulating contributions topolitical candidates, campaigns and parties.

 

First Horizon in no wayseeks to discourage employees from participating on an individual basis in politicalactivities on the employee’s own time. No employee, however, may use FirstHorizon’s name in connection with the employee’s individual politicalactivities, except in limited circumstances approved in advance in writing by FirstHorizon’s Legal Department, or if the employee is required by law to identifywhere he or she is employed in connection with a permitted transaction.

 

*KeyPoints:*

 

### •                  *A personal contribution to a politicalcandidate does not violate this policy, provided that such person does not useFirst Horizon’s name.*

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### •                  *Employees are prohibited from using FirstHorizon for political purposes. Casual visits to First Horizon by politicalfigures do not violate this policy.*

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### •                  *Employees should obtain written approval ofFirst Horizon’s Legal Department before establishing any state or federalpolitical action committee.*

 

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e.               EnvironmentalProtection

 

First Horizon’s policy is torespect and protect natural resources and the environment through itscompliance with all applicable local, state, and federal environmental andhealth and safety laws and regulations. Furthermore, First Horizon will besensitive to all potential environmental liabilities in its corporate and realestate matters.

 

f.                 Money Laundering

 

People involved in criminalactivities such as drug trafficking, fraud, smuggling, organized crime andothers, may try to “launder” the proceeds of their crimes by structuringtransactions or using other methods to move their money through variousfinancial systems or institutions around the world to hide the origin of themoney, making their funds appear legitimate.

 

First Horizon takes a strongstance against the practice of money laundering and takes all reasonablemeasures to prevent our services from being used for illegal purposes. If thereis any concern about the reputation, integrity or source of funds of a customeror business associate, First Horizon will not conduct business with that personor business. No business opportunity is worth the potential harm and lack oftrust that would be associated with our name from the public, our shareholdersand employees.

 

g.              Payments toGovernment Personnel

 

The United States governmenthas a number of laws and regulations regarding business gratuities that may beaccepted by U.S. government personnel. The promise, offer or delivery to anofficial or employee of the U.S. government of a gift, favor or other gratuityin violation of these rules would not only violate First Horizon policy,but could also be a criminal offense. Local and state governments may havesimilar rules. First Horizon’s Legal Department can provide guidance to you inthis area.

 

In addition, the ForeignCorrupt Practices Act (FCPA) makes it a crime for U.S. companies and individualsto make payments to foreign officials to influence a foreign official’s acts ordecisions or to induce a foreign official to act in violation of a lawful dutyin order to obtain or retain business or secure improper advantage. FirstHorizon’s policy is to adhere to the FCPA.

 

*KeyPoints:*

 

### •                  *Employees should not pay money or giveanything of value to any member of a public international organization orgovernment, political party or candidate for the purpose of obtaining orretaining business or to secure any improper advantage.*

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### •                  *Employees should not make payments toofficials of the U.S. or any foreign government in order to get them to takeroutine actions, unless such payments are approved in advance by First Horizon’sLegal Department and truthfully and completely disclosed.*

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h.              United States(U.S.) Foreign Trade Controls

 

All First Horizon employeesshall comply fully with U.S. foreign trade control laws. Those laws severelyrestrict, and in some cases, prohibit trade with specified foreign

 

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countries, whether suchtrade originates in the U.S. or abroad. In addition, U.S. laws severelyrestrict or prohibit trade with certain groups and/or companies the U.S.government believes may be acting on behalf of those countries, or onbehalf of certain terrorist or narcotics trafficking groups.

 

These laws also regulate theconditions under which certain goods, technology, funds, and services may besupplied to or obtained from foreign parties and locations, not only to or fromthe U.S. but, also if a product is of U.S. origin or has a specified thresholdof U.S. content.

 

Violations of (or attemptsto violate) U.S. foreign trade control laws may subject First Horizon andits employees to substantial penalties, including fines and imprisonment. Priorconsultation with and written approval by First Horizon’s Legal Department isrequired before any business unit enters into or performs any transactioninvolving any of the countries, entities, persons, or groups that are thesubject of the U.S. foreign trade sanctions.

 

Employees should not marketor sell First Horizon products to any person or business in or government of acountry to which trade is restricted. Employees should consult First Horizon’sLegal Department if they are unsure if a country, person or company is on arestricted list.

 

i.                  Anti-trust Laws 

 

First Horizon believes incompeting fairly in the market, accordingly, all First Horizon employees areprohibited from entering into any agreement or understanding, both written andoral, which violates either foreign or U.S. antitrust or competition laws. Thefollowing is a representative list of the types of arrangements withcompetitors which have been clearly identified as violations of antitrust andcompetition laws:  (i) agreements tofix or affect prices, or other terms or conditions of sale; (ii) agreementsto allocate customers, markets or territories; (iii) agreements to fixproduction levels or quotas; (iv) agreements to boycott third parties; and(v) agreements with a customer concerning the price or price levels atwhich the customer can resell products.

 

Other activities such asprice discrimination, tie-in sales, most favored nations clauses, and exclusivedealing or reciprocity arrangements may violate the law if they are foundto substantially reduce competition. Employees should consult with FirstHorizon’s VP, Legal and/or his/her designee before agreeing to any suchactivity.

 

j.                  Food and DrugLaws

 

All First Horizon employeesare required to comply with all U.S. and foreign laws and regulations thatapply to its business, including, among others, those relating to goodmanufacturing, good clinical and good laboratory practices, and to reportadverse events with respect to First Horizon’s products. Each employee has anobligation to comply with these regulations and First Horizon’s StandardOperating Procedures. Each employee must promptly alert his/her immediatesupervisor or First Horizon’s Regulatory Department of any deviation from theregulations or First Horizon’s Standard Operating Procedures.

 

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k.               Drug Samples

 

It is illegal for any personto sell, trade, or purchase prescription drug samples. Prescription drugsamples may only be distributed to state-licensed practitioners and onlyin response to a written request. The law mandates certain storage, handling,and record keeping requirements for prescription drug samples. Outside theU.S., local laws regarding the distribution, frequency, and volume of samplingmust be reviewed with local counsel. We have developed Standard OperatingProcedures to monitor sample distribution, accountability, and storage. It isessential that all employees engaged in drug sample activities adhere to theseStandard Operating Procedures and immediately bring any questions to theattention of your immediate supervisor or First Horizon’s RegulatoryDepartment.

 

In no event should anemployee encourage a practitioner or healthcare provider to sell or seek reimbursementfor samples. Any knowledge of this type of activity or other questionabledrug-sampling activities, whether inside or outside the U.S., must be reportedimmediately to your immediate supervisor or First Horizon’s Legal Department.

 

l.                  Advertising

 

It is First Horizon’s policyto advertise, promote, and label its products in a factual and informativemanner. All employees are responsible for truthfully conveying product andservice attributes. Each employee must not misstate facts or create false,misleading or deceptive impressions in any advertising, packaging, literatureor public statements. Omissions of important facts or overemphasis of certainmaterial may be misleading the total impression of the message must beconsidered. Additionally, promotion of a product manufactured or sold by FirstHorizon for a use other than that specified in the official product literatureis not permissible. All advertising and promotional materials must conform withapplicable state, federal and/or foreign laws and regulations, including thoseof the Federal Trade Commission, the Food and Drug Administration and the U.S.Department of Agriculture, as they relate to particular products or services.

 

# **II.**                                     FINANCIAL INTEGRITY

# ** **

Uncompromising financialintegrity is of paramount importance to First Horizon, and it must berecognized as an absolute necessity in our daily operations. First Horizon’sfinancial statements (internal and external), including associated disclosures,must at all times be:

 

•                            Prepared in compliance withGAAP and SEC guidelines, as well as other rules and regulations of local,state, and federal governments, and other appropriate private and publicregulatory agencies; and

 

•                            Accurate, reliable andcomplete in all material respects.

 

# **III.**                                 DISCRIMINATION ANDHARASSMENT

# ** **

The diversity of FirstHorizon’s employees is a tremendous asset. We are firmly committed to providingequal opportunity in all aspects of employment and will not tolerate anyillegal discrimination or harassment of any kind. First Horizon forbids any form ofdiscrimination or harassment related to an individual’s race, sex, religion,national origin, age, disability, sexual orientation, or any other protectedgroup status as defined by law or First Horizon’s policies.

 

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# **IV.**                                CONFLICTS OF INTEREST

# ** **

A “conflict of interest”exists when a person’s private interests interfere in any way with theinterests of First Horizon. Conflicts of interest are prohibited as a matter ofFirst Horizon policy. A conflict situation can arise when an employee, officeror director takes actions or has interests that may make it difficult toobjectively and effectively perform his or her work for First Horizon. Thebest policy is to avoid any direct or indirect business connection with ourcustomers, suppliers or competitors, except on our behalf.

 

Conflicts of interest may alsoarise when an employee, officer or director, or members of his or her family,receives improper personal benefits such as payments, gifts, entertainment, orpromises of employment as a result of his or her position with First Horizon ortakes for personal gain, or for the gain of third parties, opportunities thatare discovered by virtue of his or her position with First Horizon. In general,business transactions between First Horizon and businesses in which anemployee, officer, director or their family members have a substantial interestmust be disclosed to and approved by the Audit Committee.

 

Conflicts of interest may notalways be clear-cut, so if you have a question, you should consult with amember of First Horizon’s Legal Department. Any employee, officer or directorwho becomes aware of a conflict or potential conflict should bring it to theattention of his/her supervisor, the Human Resources Department, the LegalDepartment, or consult the procedures described in the Compliance Procedures &Reporting section of this Code.

 

# **V.**                                    INSIDER TRADING

# ** **

Employees, officers anddirectors who have access to confidential information are not permitted to useor share that information for stock trading purposes or for any other purposeexcept to conduct First Horizon business. All non-public information aboutFirst Horizon should be considered confidential information. To use non-publicinformation, sometimes referred to as “inside information,” for personalfinancial benefit or to “tip” others who might make an investment decision onthe basis of this information is not only unethical, but also illegal. If youhave any questions, please consult First Horizon’s Legal Department.

 

# **VI.**                                COMPETITION AND FAIRDEALING

# ** **

We seek to outperform ourcompetition fairly and honestly. We seek competitive advantages throughsuperior performance, never through unethical or illegal business practices. Stealingproprietary information, possessing trade secret information that was obtainedwithout the owner’s consent, or inducing such disclosures by past or presentemployees of other companies is prohibited. Each employee should endeavor torespect the rights of and deal fairly with First Horizon’s customers,suppliers, business partners, competitors and employees. No employee shouldtake unfair advantage of anyone through manipulation, concealment, abuse ofprivileged information, misrepresentation of material facts, or any otherintentional unfair-dealing practice.

 

# **VII.**                            RECORD-KEEPING

# ** **

First Horizon requireshonest and accurate recording and reporting of information in order to makeresponsible business decisions.

 

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Many employees regularly usebusiness expense accounts, which must be documented and recorded accurately. Ifyou are not sure whether a certain expense is legitimate, ask your supervisor. Rules andguidelines are available from a member of the Finance and Accounting Department.Contact information for members of this department is available on our Intranetwebsite.

 

All of First Horizon’sbooks, records, accounts and financial statements must be maintained inreasonable detail, must appropriately reflect First Horizon’s transactions, andmust conform both to applicable legal requirements and to First Horizon’ssystem of internal controls.

 

# **VIII.**                        PROTECTION AND PROPERUSE OF COMPANY ASSETS

# ** **

All employees should try toprotect First Horizon’s assets and ensure their efficient use. Theft,carelessness, and waste have a direct impact on First Horizon’s profitability. FirstHorizon owns a broad range of property and employees have a responsibility tosafeguard the property owned by First Horizon and its shareholders. The lawforbids persons from stealing the property of First Horizon, including cash,credit cards and other tangible and intangible assets. Any suspected incidentof fraud or theft should be immediately reported for investigation. FirstHorizon’s information technology system and other technology resources may beused only for legitimate business-related communications, though occasionalpersonal use that is professional and does not interfere with First Horizon’sbusiness may be permitted. Employees are prohibited from sharing their informationtechnology system passwords. The unauthorized use and/or disclosure of anyother person’s password is prohibited. Employees must abide by all securityrestrictions on all of First Horizon’s technology systems and resources and areprohibited from attempting to evade, disable or “crack” passwords or othersecurity provisions or otherwise attempt to improperly access such systems orresources.

 

The obligation of employeesto protect First Horizon’s assets includes its confidential information. Confidentialinformation includes intellectual property such as trade secrets, patents,trademarks, and copyrights, as well as lists of customers, data, codes,programs, methods, processes, and procedures in connection with the developmentand providing of First Horizon’s products, market research, marketing plans,First Horizon’s agreements with vendors and other third parties, financialinformation and projections, and other commercially sensitive information whichis not readily available to the public through legitimate origins. Unauthorizeduse or distribution of this information violates First Horizon policy, andcould also be illegal and result in civil or even criminal penalties. Theobligation to preserve confidential information continues even after employmentends.

 

# **IX.**                                WAIVERS OF THE CODEOF BUSINESS CONDUCT AND ETHICS

# ** **

Any employee, officer ormember of the Board of Directors who desires a waiver of any provision of thisCode shall request a waiver in writing from a member of the Legal Department,which will review the request and decide upon it in conjunction with theindependent members of the Board of Directors or the Audit Committee, asapplicable (as determined pursuant to applicable rules of NASDAQ andfederal securities laws). An independent director requesting such a waivershall recuse themselves from consideration of the waiver request. Indetermining whether to grant a waiver, the independent directors or the AuditCommittee, as applicable, shall consider, among other factors, whether grantingthe waiver is consistent with the interests of First

 

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Horizon. The VP, Legal orhis/her designee will notify the person requesting the waiver of the decisionin writing. If the waiver is approved, the VP, Legal will make appropriatenotifications of such decision as required by law or stock exchange regulation.

 

# **X.**                                    COMPLIANCE PROCEDURES &REPORTING

# ** **

First Horizon employees mustwork together to ensure compliance with the law and this Code, and to protectFirst Horizon from unethical or illegal actions by anyone. All First Horizonemployees are responsible for acquiring sufficient knowledge to recognizecompliance issues applicable to their jobs and for appropriately seeking adviceregarding such issues. However, in some situations it is difficult to knowright from wrong. Since we cannot anticipate every situation that will arise,it is important that we have a way to approach a new question or problem. Theseare the steps to keep in mind:

 

•                            Ask yourself:  What specifically am I being asked todo?  Does it seem unethical orimproper?  This will enable you to focuson the specific question you are faced with, and the alternatives you have. Useyour judgment and common sense; if something seems unethical or improper, it may verywell be.

 

•                            Clarify your responsibilityand role. In most situations, there is shared responsibility. Are yourcolleagues informed?  It may help toget others involved and discuss the problem.

 

•                            Always ask first, actlater:  If you are unsure of what to doin any situation, seek guidance before you act.

 

•                            Discuss the problem withyour supervisor. This is the basic guidance for all situations. In many cases,your supervisor will be more knowledgeable about the question, and willappreciate being brought into the decision-making process. Remember that it isyour supervisor’s responsibility to help solve problems.

 

•                            Seek help from other FirstHorizon resources. In situations where you do not feel comfortable approachingyour supervisor with your issue, discuss it with one of the followingresources: 

 

A Human Resources Department manager or director, principally ReginaBryant.

 

**OR**

 

Any member of the Legal Department, principally Leslie Zacks.

 

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**OR**

 

Any First Horizon executive, including:

 

Patrick Fourteau

President and Chief Executive Officer

 

Darrell Borne

Chief Financial Officer

 

Contact information, including e-mail addresses, telephone numbers, andmailing addresses, for members of the Human Resources and Legal Departments andFirst Horizon’s executives is available on our Intranet website.

 

First Horizon encourages any person, including any employee, supplier,vendor or stockholder, reporting a situation he/she believes violates or may leadto a violation of this Code, including a situation relating to accounting,internal accounting controls or auditing matters, to make a full and completereport by providing in writing:  (a) thenames of the persons involved, if any; (b) specific facts and details ofthe situation which violate or may violate this Code’ (c) the time,date and place of the violation and whether the violation is on-going’  (d) such records and documents thatevidence a violation or potential violation of this Code, if any; and (e) anyother material facts and details of the situation.

 

If a person is reporting a situation relating to **accounting, internal accounting controls or auditingmatters**, the person may call First Horizon’s Financial Ethicshotline, 1(800) 792-8117, in which reports may be made anonymously andconfidentially.

 

**OR**

 

A person may report a situation (**not**related to accounting, internal accounting controls or auditing matters) he/shebelieves violates or may lead to a violation of this Code by:  (a) writing to First HorizonPharmaceutical Corporation, Attn:  VP,Legal, 6195 Shiloh Road, Alpharetta, Georgia 30005; or (b) by calling First Horizon’s Code of Ethics hotline, (678)341-1591 in which reports may be made anonymously and confidentially.

 

•                            You may report ethicalviolations or other conduct that is inconsistent with this Code anonymously andin confidence, and without fear of retaliation. All reports will be promptlyand thoroughly investigated, and done so as confidentially as possibleconsistent with the appropriate management of First Horizon. First Horizonemployees must cooperate with these investigations.

 

•                            First Horizon does notpermit retaliation of any kind against employees for good faith reports ofethical violations and for participating in an investigation.

 

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# **XI.**                                ENFORCEMENT

# ** **

Any violation of applicablelaw or any deviation from the standards embodied in this Code will result inappropriate corrective and/or disciplinary action, up to and includingtermination of employment.

 

**XII.****                           ****RECORD RETENTION**

 

Any recipient of a report ofa violation of this Code shall not alter, modify or otherwise change any recordof, or documentation related to, the report in any manner whatsoever and theCompany shall retain originals if feasible or otherwise copies of such recordor document of the report for a period of not less than 5 years.

 

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**FIRST HORIZON PHARMACEUTICAL CORPORATION**

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**CODE OF BUSINESS CONDUCT ANDETHICS**

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****ACKNOWLEDGMENT FORM****

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I acknowledge that:  (i) I have carefully read First Horizon’s*Code of Business Conduct and Ethics;*(ii) I fully understand thestandards and principles described in the Code; and (iii) I agree topractice and conduct business in accordance with the Code. I also understandthat this Code is issued for informational purposes, and that it is not anexpress or implied contract of (continued) employment and that it does notcreate any contractual obligations by First Horizon to continue my employmentor to follow any stated policy or procedure with respect to my employment.

 
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