Exhibit 14.1

SCIELE PHARMA, INC.  CODE OF BUSINESS CONDUCT AND ETHICS

February 19, 2008

INTRODUCTION

ThisCode of Business Conduct and Ethics("Code") of Sciele Pharma, Inc. and its subsidiaries ("Sciele
Pharma") has three objectives. First, it describes a wide range of specific business policies and procedures that must be followed by all Sciele Pharma employees and executive officers, and members
the Board of Directors. Second, because it is impossible to cover every issue or situation that may arise, the Code also attempts to familiarize our employees with some basic principles to guide their
decisions and actions. Finally, recognizing that employees may face difficult decisions or situations involving "gray areas," this Code encourages you to ask for guidance and help at any time, and
sets forth the mechanisms to do so.

All
Sciele Pharma employees must conduct themselves according to the standards and basic principles contained in this Code and the Sciele Pharma Employee Handbook and should strive to
avoid even the appearance of improper behavior. Sciele Pharma executive officers are also employees, and thus this Code applies equally to such persons; and, where applicable, the provisions of this
Code also apply to members of Sciele Pharma's Board of Directors. In addition, all Sciele Pharma employees must promptly report suspected violations of this Code. This Code should also be followed by
Sciele Pharma's agents and representatives, including consultants. Although this Code references "employees" throughout, its application to all appropriate persons as described above is presumed.
Always remember that ethical conduct is not just something we acknowledge on a policy form and then ignore.
It is an ongoing process, and each day we need to ensure that we are performing our jobs for Sciele Pharma with the highest level of integrity.

If
a law conflicts with a policy or procedure in this Code, you must comply with the law; however, if a local custom or policy conflicts with this Code, you must comply with this Code.
If you have any questions about these conflicts, you should ask your supervisors, the Human Resources Department, or the Legal Department how to handle the situation.

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

To
aid Sciele Pharma in maintaining the highest level of integrity, Sciele Pharma also encourages any vendor, supplier, stockholder or other person doing business or associated with
Sciele Pharma to report any situation they are in or of which they become aware, including any situation relating to accounting, internal accounting controls or auditing matters, that they believe may
violate or lead to a violation of this Code by following the guidelines described in Section X.

While
the values underlying this Code will remain constant over time, the specifics of this Code may be modified at Sciele Pharma's sole discretion with or without prior notice as our
business changes and evolves. We will post the current version of this Code on our Intranet website and ask that you refer to it as necessary.

This
Code is not intended to, and shall not be deemed or construed to, provide any rights, contractual or otherwise, to Sciele Pharma's employees or to any third parties. In addition,
this Code is not intended to create, directly or indirectly, any duty or obligation on the part of Sciele Pharma which does not otherwise exist under applicable law.

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I.COMPLIANCE WITH LAWS, RULES AND REGULATIONS

Obeying the law, both in letter and in spirit, is one of the foundations on which Sciele Pharma's ethical standards are built. All employees must respect and obey
the laws, rules and regulations of the cities, states and countries in which we operate. Although not every employee is expected to know the details of all of these laws, it is important to know
enough to determine when to seek advice from your supervisors, the Human Resources Department or the Legal Department. Sciele Pharma holds information and training sessions to promote compliance with
laws, rules and regulations. This policy mandates full compliance in the following areas which are not intended to be exhaustive.

1.Safety and Health

Sciele
Pharma is required to provide a safe work environment for its employees. Sciele Pharma's policy is to comply with all applicable safety and health laws and the applicable Sciele
Pharma safety and health programs. As appropriate, Sciele Pharma will develop, implement, review and update programs designed to comply with the U.S. Occupational Safety and Heath Act's (OSHA)
standards and applicable foreign equivalents. All programs will be designed to foster employee involvement and open communication regarding safety and health issues, and will include employee training
and consistent enforcement.

Sciele
Pharma is also committed to maintaining a work environment free from threats or acts of violence. Employees are forbidden from possessing any weapon while working, operating or in
Sciele Pharma vehicles, present on Sciele Pharma premises or present in any other location performing services for Sciele Pharma, or while attending Sciele Pharma-sponsored activities.

Each
employee has responsibility for maintaining a safe and healthy workplace for all employees by following safety and health rules and practices and reporting accidents, injuries and
unsafe equipment, practices or conditions. In addition, each employee is responsible for reporting threats, attempted violence, acts of violence, bomb threats, suspected terrorist activity and any
other security concerns to their supervisors or the Human Resources Department.

Key
Points:

2.Solicitations and Kickbacks

Sciele
Pharma buys and sells products and services solely on the basis of value and merit. Employees must understand their responsibilities in dealing with Sciele Pharma's vendors,
customers and business partners in these transactions.

National
and local laws regulate sales activities of corporations and, specifically, pharmaceutical corporations. Sciele Pharma employees are prohibited from offering bribes, kickbacks,
lavish gifts or entertainment to a customer in order to secure or retain business. Customers who are health care providers may be only be provided with items of modest value provided for the benefit
of patients. Discounts and rebates provided to a health care purchaser or purchasers of products or services, whether given in the form of a discount, rebate check or credit memo, are generally
permitted provided that they are properly identified and disclosed as discounts and the customer is informed of its responsibility to account for such discounts.

In
addition, it is Sciele Pharma's policy to follow the principles of certain standards established by industry and professional groups that concern industry relationships with medical
professionals and sponsorship of medical education and scientific symposia. These standards include the American

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Medical
Association (AMA) Guidelines on Gifts to Physicians from Industry, the Pharmaceutical Research and Manufacturers of America (PhRMA) Code of Interactions with Healthcare Professionals, and the
Accreditation Council for Continuing Medical Education (ACCME) Guidelines for Commercial Support of Continuing Medical Education.

National
and local laws also impose obligations on corporations to act in the best interests of their shareholders. When purchasing on behalf of Sciele Pharma, all Sciele Pharma
employees have a responsibility to Sciele Pharma shareholders to seek the best and most cost-effective products and services. When selling on behalf of Sciele Pharma, it is important to
recognize that customers and business partners of Sciele Pharma have that same responsibility to their own constituents.

Key
Points:

3.Payments to Government Personnel

The
United States government as well as other national and local governments have laws and regulations regarding business gratuities that may be accepted by U.S. government personnel.
The promise, offer or delivery to an official or employee of the government of a gift, favor or other gratuity in violation of these rules would not only violate Sciele Pharma policy, but could also
be a criminal offense. Sciele Pharma's Legal Department can provide guidance to you in this area.

In
addition, the U.S. Foreign Corrupt Practices Act (FCPA) makes it a crime for U.S. companies and individuals to make payments to foreign officials to influence a foreign official's
acts or decisions or to induce a foreign official to act in violation of a lawful duty in order to obtain or retain business or secure improper advantage. Sciele Pharma's policy is to adhere to the
FCPA. Employees should be aware that many healthcare providers are considered to be functionaries of the government under various countries' political structures.

Key
Points:

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Of
course, you may participate through any political action committee which the Company may sponsor from time to time.

4.Government and Third-Party Investigations

Sciele
Pharma may be subjected to information requests, inspections or investigations by governmental entities or private, third-party litigants. Sciele Pharma's policy is to cooperate
fully with all legal and reasonable information requests, inspections or investigations, but Sciele Pharma's Legal Department is responsible for determining how Sciele Pharma will respond to such
actions. Individual employees are not authorized to respond to such actions without first consulting with the Legal Department.

Key
Points:

5.Political Activities

Sciele
Pharma's policy is to comply with all local, state and federal laws regulating contributions to political candidates, campaigns and parties.

Sciele
Pharma in no way seeks to discourage employees from participating on an individual basis in political activities on the employee's own time. No employee, however, may use Sciele
Pharma's name in connection with the employee's individual political activities, except in limited circumstances approved in advance in writing by Sciele Pharma's Legal Department, or if the employee
is required by law to identify where he or she is employed in connection with a permitted transaction.

Key
Points:

6.Environmental Protection

Sciele
Pharma's policy is to respect and protect natural resources and the environment through its compliance with all applicable local, state, and federal environmental and health and
safety laws and regulations.

7.Money Laundering

If
there is any concern about the reputation, integrity or source of funds of a customer or business associate, Sciele Pharma will investigate the matter and may not conduct business
with that person or business. Sciele Pharma takes a strong stance against the practice of money laundering and takes all reasonable measures to prevent our services from being used for illegal
purposes. No business opportunity is worth the potential harm and lack of trust that would be associated with our name from the public, our shareholders and employees.

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8.U.S. Foreign Trade Controls.

All
Sciele Pharma employees shall comply fully with U.S. foreign trade control laws and equivalent statutes of other countries in which we do business. Those laws severely restrict, and
in some cases prohibit, trade with specified foreign countries, whether such trade originates in the U.S. or abroad. In addition, U.S. laws severely restrict or prohibit trade with several thousand
persons and companies the U.S. government believes may be acting on behalf of those countries, or on behalf of certain terrorist or narcotics trafficking groups.

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

Violations
of (or attempts to violate) foreign trade control laws may subject Sciele Pharma and its employees to substantial penalties, including fines and imprisonment. Prior
consultation with and written approval by Sciele Pharma's Legal Department is required before any business unit enters into or performs any transaction involving any of the countries, entities,
persons, or groups that are the subject of the U.S. foreign trade sanctions.

Employees
should not market or sell Sciele Pharma products to any person or business in, or government of, a country to which trade is restricted. Employees should consult Sciele
Pharma's Legal Department if they are unsure if a country, person or company is on a restricted list.

9.Anti-trust Laws

All
Sciele Pharma employees are prohibited from entering into any agreement or understanding, both written and oral, which violates either foreign or U.S. antitrust or competition laws.
The following is a representative list of the types of arrangements with competitors which have been clearly identified as violations of antitrust and competition laws: (i) agreements with
competitors to fix or affect prices, or other terms or conditions of sale; (ii) agreements to allocate customers, markets or territories; (iii) agreements to fix production levels or
quotas; (iv) agreements to boycott third parties; and (v) agreements with a customer concerning the price or price levels at which the customer can resell products.

Other
activities such as price discrimination, tie-in sales, "most favored nations" clauses, and exclusive dealing or reciprocity arrangements may violate the law if they are
found to substantially reduce competition. Employees should consult with Sciele Pharma's Legal Department before agreeing to any such activity.

10.Food and Drug Laws

All
Sciele Pharma employees are required to comply with all U.S. and foreign laws and regulations that apply to its business, including, among others, those relating to good
manufacturing, good clinical and good laboratory practices, and to reporting of adverse events with respect to Sciele Pharma products. Each employee has an obligation to comply with these regulations
and Sciele Pharma's Standard Operating Procedures. Each employee must promptly alert their immediate supervisor or Sciele Pharma's Regulatory Department of any deviation from the regulations or Sciele
Pharma's Standard Operating Procedures.

11.Drug Samples

It
is illegal for any person to sell, trade, or purchase prescription drug samples. Prescription drug samples may only be distributed to appropriately licensed practitioners and only in
response to a written request. The law mandates certain storage, handling, and record keeping requirements for prescription drug samples. Outside the U.S., local laws regarding the distribution,
frequency, and volume of sampling must be reviewed with local counsel. The Compliance Field Manual provides

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guidance
and required procedures to monitor sample distribution, accountability, and storage. It is essential that all employees engaged in drug sample activities adhere to these and immediately bring
any questions to the attention of your immediate supervisor or Sciele Pharma's Compliance Department.

In
no event should an employee encourage a practitioner or healthcare provider to sell or seek reimbursement for samples. Any knowledge of this type of activity or other questionable
drug-sampling activities, whether inside or outside the U.S., should be reported immediately to your immediate supervisor or Sciele Pharma's Compliance Department.

12.Advertising

It
is Sciele Pharma's policy to advertise, promote, and label its products in a factual and informative manner. All employees are responsible for truthfully conveying product and service
attributes. Each employee must not misstate facts or create false, misleading or deceptive impressions in any advertising, packaging, literature or public statements. Omissions of important facts or
overemphasis of certain material may be misleading. The total impression of the message must be considered. Additionally, promotion of a product manufactured or sold by Sciele Pharma for a use other
than that specified in the official product literature is not permissible. All advertising and promotional materials must conform with applicable state, federal and/or foreign laws and regulations,
including those of the Federal Trade Commission, the Food and Drug Administration and the U.S. Department of Agriculture or applicable international equivalents, as they relate to particular products
or services.

II.FINANCIAL INTEGRITY

Uncompromising financial integrity is of paramount importance to Sciele Pharma, and it must be recognized as an absolute necessity in our daily operations. Sciele
Pharma's financial statements (internal and external), including associated disclosures, must at all times be:



III.DISCRIMINATION AND HARASSMENT

The diversity of Sciele Pharma's employees is a tremendous asset. We are firmly committed to providing equal opportunity in all aspects of employment and will not
tolerate any illegal discrimination or harassment of any kind. Sciele Pharma forbids any form of discrimination or harassment related to an individual's race, sex, religion, national origin, age,
disability, sexual orientation, or any other protected group status as defined by law or Sciele Pharma's policies.

IV.CONFLICTS OF INTEREST

A "conflict of interest" exists when a person's private interests interfere in any way with the interests of Sciele Pharma. Conflicts of interest are prohibited
as a matter of Sciele Pharma policy. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to objectively and effectively
perform his or her work for Sciele Pharma. The best policy is to avoid any direct or indirect business connection with our customers, suppliers or competitors, except on our behalf.

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Conflicts
of interest may also arise when an employee, officer or director, or members of his or her family, receives improper personal benefits such as payments, gifts, entertainment,
or promises of employment as a result of his or her position with Sciele Pharma or takes for personal gain, or for the gain of third parties, opportunities that are discovered by virtue of his or her
position with Sciele Pharma. In general, business transactions between Sciele Pharma and businesses in which an employee, officer, director or their family members have a substantial interest must be
disclosed to and approved by the Audit Committee

Conflicts
of interest may not always be clear-cut, so if you have a question, you should consult with Sciele Pharma's Legal Department. Any employee, officer or director who
becomes aware of a conflict or potential conflict should bring it to the attention of their supervisors, the Human Resources Department, the Legal Department, or consult the procedures described in
the Compliance Procedures & Reporting section of this Code.

V.INSIDER TRADING

Employees, officers and directors who have access to confidential information about Sciele Pharma or any actual or potential business partner of Sciele Pharma are
not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of Sciele Pharma
business. All non-public information about Sciele Pharma should be considered to be confidential information. To use non-public information, sometimes referred to as "inside
information," for personal financial benefit or to "tip" others who might make an investment decision on the basis of this information is not only unethical, but also illegal. Each employee and member
of our Board of Directors must adhere to our Insider Trading Policy. If you have any questions, please consult Sciele Pharma's Legal Department.

VI.COMPETITION AND FAIR DEALING

We seek to outperform our competition fairly and honestly. We seek competitive advantages through superior performance, never through unethical or illegal
business practices. Stealing proprietary information, possessing trade secret information that was obtained without the owner's consent, or inducing such disclosures by past or present employees of
other companies is prohibited. Each employee should endeavor to respect the rights of and deal fairly with Sciele Pharma's customers, suppliers, business partners, competitors and employees. No
employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing
practice.

VII.RECORD-KEEPING

Sciele Pharma requires honest and accurate recording and reporting of information in order to make responsible business decisions.

Many
employees regularly use business expense accounts, which must be documented and recorded accurately. If you are not sure whether a certain expense is legitimate, ask your
supervisor. Rules and guidelines are available from a member of the Finance and Accounting Department. Contact information for members of this department is available on our Intranet website.

All
of Sciele Pharma's books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect Sciele Pharma's transactions, and must
conform both to applicable legal requirements and to Sciele Pharma's system of internal controls.

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VIII.PROTECTION AND PROPER USE OF COMPANY ASSETS

All employees should try to protect Sciele Pharma's assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on Sciele Pharma's
profitability. Sciele Pharma owns a broad range of property and employees have a responsibility to safeguard the property owned by Sciele Pharma. The law forbids persons from stealing the property of
Sciele Pharma, including cash, credit cards and other tangible and intangible assets. Any suspected incident of fraud or theft should be immediately reported for investigation. Sciele Pharma's
information technology system and other technology resources may be used only for legitimate business-related communications, though occasional personal use that is professional and does not interfere
with Sciele Pharma's business may be permitted. Employees are prohibited from sharing their passwords. The unauthorized use and/or disclosure of any other person's password is prohibited. Employees
must abide by all security restrictions on all of Sciele Pharma's technology systems and resources and are prohibited from attempting to evade, disable or "crack" passwords or other security
provisions or otherwise attempt to improperly access such systems or resources.

The
obligation of employees to protect Sciele Pharma's assets includes its confidential information. Confidential information includes intellectual property such as trade secrets,
patents, trademarks, and copyrights, as well as lists of customers, employees, data, codes, programs, methods, processes, and procedures in connection with the development and providing of Sciele
Pharma's products, market research, marketing plans, Sciele Pharma's agreements with vendors and other third parties, financial information and projections, research developments and results, and
other commercially sensitive information which is not readily available to the public through legitimate origins. Unauthorized use or distribution of this information violates Sciele Pharma policy,
and could also be illegal and result in civil or even criminal penalties. The obligation to preserve confidential information continues even after employment ends.

IX.WAIVERS OF THE CODE OF BUSINESS CONDUCT AND ETHICS

Any employee, officer or member of the Board of Directors who desires a waiver of any provision of this Code shall request a waiver in writing from the Legal
Department, which will review the request and decide upon it in conjunction with the independent members of the Board of Directors or the Audit Committee, as applicable (as determined pursuant to
applicable rules of Nasdaq and federal securities laws). An independent director requesting such a waiver shall recuse themselves from consideration of the waiver request. In determining whether to
grant a waiver, the independent directors or the Audit Committee, as applicable, shall consider, among other factors, whether granting the waiver is consistent with the interests of Sciele Pharma. The
Legal Department will notify the person requesting the waiver of the decision in writing. If the waiver is approved, the Legal Department will make appropriate notifications of such decision as
required by law or stock exchange regulation.

X.COMPLIANCE PROCEDURES & REPORTING

Sciele Pharma employees must work together to ensure compliance with the law and this Code, and to protect Sciele Pharma from unethical or illegal actions by
anyone. All Sciele Pharma employees are responsible for acquiring sufficient knowledge to recognize compliance issues applicable to their jobs and for appropriately seeking advice regarding such
issues. However, in some situations it is difficult to know right 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.

These
are the steps to keep in mind:



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OR



OR



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XI.ENFORCEMENT

Any violation of applicable law or any deviation from the standards embodied in this Code will result in appropriate corrective and/or disciplinary action, up to
and including termination of employment.

XII.RECORD RETENTION

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

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SCIELE PHARMA, INC.        CODE OF BUSINESS CONDUCT AND ETHICS

ACKNOWLEDGMENT FORM

I acknowledge that: (i) I have carefully read Sciele Pharma'sCode of Business Conduct and Ethics;(ii) I fully understand the standards and principles described in the Code; and (iii) I agree to practice and conduct business in accordance with the Code. I also understand that this
Code is issued for informational purposes, and that it is not an express or implied contract of (continued) employment and that it does not create any contractual obligations by Sciele Pharma to
continue my employment or to follow any stated policy or procedure with respect to my employment.

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

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