**Exhibit 14**

 

**Adopted: 12/11/2003**

 

**CURIS, INC.**

 

**CODE OF BUSINESS CONDUCT AND ETHICS**

 

This Code of Business Conduct and Ethics (the “Code”) sets forth legal and ethical standards of conduct for directors, officers and employees ofCuris, Inc. (the “Company”). This Code is intended to deter wrongdoing and to promote the conduct of all Company business in accordance with high standards of integrity and in compliance with all applicable laws and regulations. This Codeapplies to the Company and all of its subsidiaries and other business entities controlled by it worldwide.****

 

If you have any questions regarding this Code or its application to you in any situation, you should contact your supervisor or the General Counsel or theChairman of the Board of Directors of the Company. 

 

**Compliance with Laws,Rules and Regulations**

 

The Company requires that allemployees, officers and directors comply with all laws, rules and regulations applicable to the Company wherever it does business. You are expected to use good judgment and common sense in seeking to comply with all applicable laws, rules andregulations and to ask for advice when you are uncertain about them. 

 

If you become aware of the violation of any law, rule or regulation by the Company, whether by its officers, employees, directors, or any third party doing business on behalf of the Company, it is your responsibility to promptly report thematter to your supervisor or to the General Counsel or the Chairman of the Board of Directors. While it is the Company’s desire to address matters internally, nothing in this Code should discourage you from reporting any illegal activity,including any violation of the securities laws, antitrust laws, environmental laws or any other federal, state or foreign law, rule or regulation, to the appropriate regulatory authority. Employees, officers and directors shall not discharge,demote, suspend, threaten, harass or in any other manner discriminate or retaliate against an employee because he or she reports any such violation, unless it is determined that the report was made with knowledge that it was false. This Code shouldnot be construed to prohibit you from testifying, participating or otherwise assisting in any state or federal administrative, judicial or legislative proceeding or investigation. 

 

**Conflicts of Interest**

 

Employees, officers and directors must act in the best interests of the Company. You must refrain from engaging in any activity or having a personalinterest that presents a “conflict of interest.” A conflict of interest occurs when your personal interest interferes, or appears to 

interfere, with the interests of the Company. A conflict of interest can arise whenever you, as an officer, director oremployee, take action or have an interest that prevents you from performing your Company duties and responsibilities honestly, objectively and effectively. 

 

For example: 

 
 •No employee, officer or director shall perform services as a consultant, employee, officer, director, advisor or in any other capacity for, or have a financial interest in, a directcompetitor of the Company, other than services performed at the request of the Company and other than a financial interest representing less than one percent (1%) of the outstanding shares of a publicly-held company; and 
 
 •No employee, officer or director shall use his or her position with the Company to influence a transaction with a supplier or customer in which such person has any personalinterest, other than a financial interest representing less than one percent (1%) of the outstanding shares of a publicly-held company. 
 

It is your responsibility to disclose any material transaction or relationship that reasonably could be expected to give rise to a conflict of interest tothe General Counsel or to the Chairman of the Board of Directors, who shall be responsible for determining whether such transaction or relationship constitutes a conflict of interest. 

 

**Insider Trading**

 

Employees, officers and directors who have material non-public information about the Company or other companies, including our suppliers and customers, asa result of their relationship with the Company are prohibited by law and Company policy from trading in securities of the Company or such other companies, as well as from communicating such information to others who might trade on the basis of thatinformation. To help ensure that you do not engage in prohibited insider trading and avoid even the appearance of an improper transaction, the Company has adopted an Insider Trading Policy, which is available in the “Curis Policies”section of the Company’s Intranet (http://webint). 

 

If youare uncertain about the legal constraints on your purchase or sale of any Company securities or the securities of any other company that you are familiar with by virtue of your relationship with the Company, you should consult with the GeneralCounsel before making any such purchase or sale. 

 

**Confidentiality**

 

Employees, officers and directors must maintain theconfidentiality of confidential information entrusted to them by the Company or other companies, including our suppliers and 

 

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customers, except when disclosure is authorized by a supervisor or legally mandated. Unauthorized disclosure of anyconfidential information is prohibited. Additionally, employees should take appropriate precautions to ensure that confidential or sensitive business information, whether it is proprietary to the Company or another company, is not communicatedwithin the Company except to employees who have a need to know such information to perform their responsibilities for the Company.****

 

Third parties may ask you for information concerning the Company. Employees, officers and directors (other than the Company’s authorizedspokespersons) must not discuss internal Company matters with, or disseminate internal Company information to, anyone outside the Company, except as required in the performance of their Company duties and after an appropriate confidentialityagreement is in place. This prohibition applies particularly to inquiries concerning the Company from the media, market professionals (such as securities analysts, institutional investors, investment advisers, brokers and dealers) and securityholders. All responses to inquiries on behalf of the Company must be made only by the Company’s authorized spokespersons. If you receive any inquiries of this nature, you must decline to comment and refer the inquirer to your supervisor or oneof the Company’s authorized spokespersons. The Company’s policies with respect to public disclosure of internal matters are described more fully in the Company’s Disclosure Policy, which is available in the “Curis Policies”section of the Company’s Intranet (http://webint). 

 

Youalso must abide by any lawful obligations that you have to your former employer. These obligations may include restrictions on the use and disclosure of confidential information, restrictions on the solicitation of former colleagues to work at theCompany and non-competition obligations. 

 

**Honest and Ethical Conduct andFair Dealing**

 

Employees, officers and directors shouldendeavor to deal honestly, ethically and fairly with the Company’s suppliers, customers, competitors and employees. Statements regarding the Company’s products and services must not be untrue, misleading, deceptive or fraudulent. You mustnot take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice. 

 

**Protection and Proper Use of Corporate Assets**

 

Employees, officers and directors should seek to protect the Company’s assets. Theft, carelessness and waste have adirect impact on the Company’s financial performance. Employees, officers and directors must use the Company’s assets and services solely for legitimate business purposes of the Company and not for any personal benefit or the personalbenefit of anyone else. 

 

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Employees, officers and directors must advance the Company’s legitimate interests when theopportunity to do so arises. You must not take for yourself personal opportunities that are discovered through your position with the Company or the use of property or information of the Company. 

 

**Gifts and Gratuities**

 

It is the Company’s policy that you and members of your immediate family may not accept or give gifts if such giftswould influence or appear to influence business decisions or judgments by anyone doing business with the Company. Gifts in excess of $250 should be reviewed with the Company’s General Counsel or the Chairman of the Board of Directors.

 

The use of Company funds or assets for gifts, gratuities orother favors to employees or government officials is prohibited, except to the extent such gifts are in compliance with applicable law, insignificant in amount and not given in consideration or expectation of any action by the recipient. 

 

Employees, officers and directors must not accept, or permit any member ofhis or her immediate family to accept, any gifts, gratuities or other favors from any customer, supplier or other person doing or seeking to do business with the Company, other than items of insignificant value. Any gifts that are not ofinsignificant value should be returned immediately and reported to your supervisor. If immediate return is not practical, they should be given to the Company for charitable disposition or such other disposition as the Company, in its solediscretion, believes appropriate. 

 

Common sense and moderationshould prevail in business entertainment engaged in on behalf of the Company. Employees, officers and directors should provide, or accept, business entertainment to or from anyone doing business with the Company only if the entertainment isinfrequent, modest and intended to serve legitimate business goals. 

 

Bribes and kickbacks are criminal acts, strictly prohibited by law. You must not offer, give, solicit or receive any form of bribe or kickback anywhere in the world. Bribes shall be interpreted in the broadest sense to include any type ofpreferential treatment secured by providing, directly or indirectly, an individual or his or her family members or associates with personal gain in relation to business conducted by or on behalf of the Company. 

 

**Accuracy of Books and Records and Public Reports**

 

Employees, officers and directors must honestly and accurately report allbusiness transactions. You are responsible for the accuracy of your records and reports. Accurate information is essential to the Company’s ability to meet legal and regulatory obligations. 

 

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All Company books, records and accounts shall be maintained in accordance with all applicable regulationsand standards and accurately reflect the true nature of the transactions they record. The financial statements of the Company shall conform to generally accepted accounting rules and the Company’s accounting policies. No undisclosed orunrecorded account or fund shall be established for any purpose. No false or misleading entries shall be made in the Company’s books or records for any reason, and no disbursement of corporate funds or other corporate property shall be madewithout adequate supporting documentation. 

 

It is the policy ofthe Company to provide full, fair, accurate, timely and understandable disclosure in reports and documents filed with, or submitted to, the Securities and Exchange Commission and in other public communications. 

 

**Concerns Regarding Accounting or Auditing Matters**

 

Employees with concerns regarding questionable accounting or auditingmatters or complaints regarding accounting, internal accounting controls or auditing matters may confidentially, and anonymously if they wish, submit such concerns or complaints in writing to the Company’s General Counsel or the Chairman of theBoard of Directors at the address listed below. See “Reporting and Compliance Procedures.” All such concerns and complaints will be forwarded to the Audit Committee of the Board of Directors, unless they are determined to be without meritby the General Counsel and Chief Financial Officer of the Company. In any event, a record of all complaints and concerns received will be provided to the Audit Committee each fiscal quarter. Any such concerns or complaints may also be communicated,confidentially and, if you desire, anonymously, directly to the Chairman of the Audit Committee of the Board of Directors by fax, mail or email at: Martyn D. Greenacre, 327 South Valley Road, Paoli, PA 98102; facsimile (610) 722-9112;mdgreenacre@aol.com. 

 

The Audit Committee will evaluate themerits of any concerns or complaints received by it and authorize such follow-up actions, if any, as it deems necessary or appropriate to address the substance of the concern or complaint. 

 

The Company will not discipline, discriminate against or retaliate againstany employee who reports a complaint or concern, unless it is determined that the report was made with knowledge that it was false. 

 

**Dealings with Independent Auditors**

 

No employee, officer or director shall, directly or indirectly, make or cause to be made a materially false or misleading statement to an accountant inconnection with (or omit to state, or cause another person to omit to state, any material fact necessary in order to make statements made, in light of the circumstances under which such statements were made, not misleading to, an 

 

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accountant in connection with) any audit, review or examination of the Company’s financial statements or thepreparation or filing of any document or report with the SEC. No employee, officer or director shall, directly or indirectly, take any action to coerce, manipulate, mislead or fraudulently influence any independent public or certified publicaccountant engaged in the performance of an audit or review of the Company’s financial statement. 

 

**Waivers of this Code of Business Conduct and Ethics**

 

While some of the policies contained in this Code must be strictly adhered to and no exceptions can be allowed, in other cases exceptions may be appropriate. Any employee or officer who believes that an exception toany of these policies is appropriate in his or her case should first contact his or her immediate supervisor. If the supervisor agrees that an exception is appropriate, the approval of either the General Counsel or the Chairman of the Board ofDirectors must be obtained. The General Counsel shall be responsible for maintaining a record of all requests for exceptions to any of these policies and the disposition of such requests. 

 

Any executive officer or director who seeks an exception to any of these policies should contact the General Counsel. Anywaiver of this Code for executive officers or directors or any change to this Code that applies to executive officers or directors may be made only by the Board of Directors of the Company and will be disclosed as required by law or NASDAQregulation. 

 

**Reporting and Compliance Procedures**

 

Every employee, officer and director has the responsibility to askquestions, seek guidance, report suspected violations and express concerns regarding compliance with this Code. Any employee, officer or director who knows or believes that any other employee or representative of the Company has engaged or isengaging in Company-related conduct that violates applicable law or this Code should report such information to his or her supervisor or to the General Counsel or the Chairman of the Board, as described below. You may report such conduct openly oranonymously without fear of retaliation. The Company will not discipline, discriminate against or retaliate against any employee who reports such conduct, unless it is determined that the report was made with knowledge that it was false, or whocooperates in any investigation or inquiry regarding such conduct. Any supervisor who receives a report of a violation of this Code must immediately inform the General Counsel. 

 

You may report violations of this Code, on a confidential or anonymous basis, by contacting the Company’s GeneralCounsel by fax, mail or e-mail at: Curis, Inc., Beth Potthoff, General Counsel, 61 Moulton Street, Cambridge, MA 02138; facsimile (617) 492-8287; bpotthoff@curis.com or the Company’s Chairman of the Board of Directors by mail, fax, or e-mailat: Curis, Inc., James R. McNab, Chairman of the Board of Directors, 10 Sylvan Drive, Suite 900, St. Simons Island, GA 31522; facsimile (912) 638-0244; jim254@aol.com. While we prefer that you identify yourself when reporting violations so that wemay follow up with you, as necessary, for additional information, you may leave messages anonymously if you wish. 

 

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If the General Counsel receives information regarding an alleged violation of this Code, he or she shall,as appropriate, (a) evaluate such information, (b) if the alleged violation involves an executive officer or a director, inform the Chief Executive Officer and Board of Directors of the alleged violation, (c) determine whether it is necessary toconduct an informal inquiry or a formal investigation and, if so, initiate such inquiry or investigation and (d) report the results of any such inquiry or investigation, together with a recommendation as to disposition of the matter, to the GeneralCounsel for action, or if the alleged violation involves an executive officer or a director, report the results of any such inquiry or investigation to the Board of Directors or a committee thereof. Employees, officers and directors are expected tocooperate fully with any inquiry or investigation by the Company regarding an alleged violation of this Code. Failure to cooperate with any such inquiry or investigation may result in disciplinary action, up to and including discharge. 

 

The Company shall determine whether violations of this Code have occurredand, if so, shall determine the disciplinary measures to be taken against any employee who has violated this Code. In the event that the alleged violation involves an executive officer or a director, the Chief Executive Officer and the Board ofDirectors, respectively, shall determine whether a violation of this Code has occurred and, if so, shall determine the disciplinary measures to be taken against such executive officer or director. 

 

Failure to comply with the standards outlined in this Code will result indisciplinary action including, but not limited to, reprimands, warnings, probation or suspension without pay, demotions, reductions in salary, discharge and restitution. Certain violations of this Code may require the Company to refer the matter tothe appropriate governmental or regulatory authorities for investigation or prosecution. Moreover, any supervisor who directs or approves of any conduct in violation of this Code, or who has knowledge of such conduct and does not immediately reportit, also will be subject to disciplinary action, up to and including discharge. 

 

**Dissemination and Amendment**

 

This Code shallbe distributed to each new employee, officer and director of the Company upon commencement of his or her employment or other relationship with the Company and shall also be distributed annually to each employee, officer and director of the Company,and each employee, officer and director shall certify that he or she has received, read and understood the Code and has complied with its terms. 

 

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The Company reserves the right to amend, alter or terminate this Code at any time for any reason. Themost current version of this Code can be found in the “Curis Policies” section of the Company’s Intranet (http://webint). 

 

This document is not an employment contract between the Company and any of its employees, officers or directors and does not alter the Company’sat-will employment policy. 

 

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**Certification**

 

I,                                                 do hereby certify that: 

(Print Name Above) 

 

1. I have received and carefully read the Code of Business Conduct and Ethicsof Curis, Inc. 

 

2. I understand the Code of Business Conductand Ethics. 

 

3. I have complied and will continue to complywith the terms of the Code of Business Conduct and Ethics. 

 

Date:
 
 
             (Signature)
 

**EACH EMPLOYEE, OFFICER AND DIRECTORIS REQUIRED TO SIGN, DATE AND RETURN THIS CERTIFICATION TO THE LEGAL DEPARTMENT WITHIN SEVEN (7) DAYS OF ISSUANCE. FAILURE TO DO SO MAY RESULT IN DISCIPLINARY ACTION.**