Exhibit
10.18


 


Adhera
Therapeutics, Inc.


 


CODE
OF BUSINESS CONDUCT AND ETHICS


 


Effective
Date: May 3, 2004


 


	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.


 


	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. You must cooperate in any internal or external investigations of possible
violations. Reprisal, threats, retribution or retaliation against any person 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.


 


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 Human Resources 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 our employment 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 know when to seek advice from the Human Resources 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.


 




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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
Board Service. It is a conflict of interest to serve as a director, general partner, manager, officer or similar position of any
company that competes with the Company. Although you may serve as a director, general partner, manager, officer or similar position of
a Company supplier, customer, developer, or other business partner, our policy requires that you first obtain approval from the Company’s
Chief Financial Officer before accepting such a position. Employees are required to obtain prior written authorization from our Company
for service as a director, general partner, manager, officer or similar position with any privately-held or public business entity or
as an appointee to any kind of governmental or quasi-governmental agency or body. Any compensation you receive should be commensurate
to your responsibilities. Such approval may be conditioned upon the completion of specified actions. Service solely as a director or
trustee of nonprofit corporations engaged in charitable activities does not require approval unless that activity could involve improper
conflicts of interest.


 


(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. Any proposed personal investments in other companies which with the Company does business should be notified in
advance to the Chief Financial
Officer who shall advise you on the appropriate approvals, if any, required in such circumstances.

 




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(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 and you may not attempt to give or direct Company business
to companies in which a relative or significant other has a financial or other interest unless such transaction has been disclosed to
the Chief Financial Officer and the appropriate Company approvals have been obtained. 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 Audit
Committee of 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 Human Resources Department.


 




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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.


 


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 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 Company’s Chief Financial Officer 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 outside counsel. In addition, all Company materials that contain Company confidential information,
including presentations, must be reviewed and approved by the Company’s Chief Financial Officer 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 advance by the Company’s Chief
Financial Officer 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.


 




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(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 Chief
Financial Officer. 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 Company’s 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 Investor 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 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 Company’s Chief Financial Officer if you are unsure as to whether or not you are
free to trade.


 




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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 Chief Financial Officer. 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.


 


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) 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. 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 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.


 




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(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.


 


(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.


 




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(vi) Electronic
Usage. The purpose of this policy is to make certain that employees utilize electronic communication devices in a legal, ethical,
and appropriate manner. This policy addresses the Company’s responsibilities and concerns regarding the fair and proper use of
all electronic communications devices within the organization, including 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
Chief Financial Officer 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.
The complete set of policies with respect to electronic usage of the Company’s assets is located with the Manager of Information
Technology. You are expected to review, understand, and sign indicating your acknowledgment of such policies and procedures.


 


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, 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. Employees should refer to the Company’s
Document Retention Policy for further information.


 


J.
Records on Legal Hold.




 


A
legal hold suspends all document destruction procedures in order to preserve appropriate records under special circumstances, such as
litigation or government investigations. The Company 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.


 




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The
Company 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. RECORDS OR SUPPORTING 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 Chief Financial Officer. 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 Chief Financial Officer.


 


If
you have any questions about this policy you should contact the Company’s Chief Financial Officer.


 


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 Chief
Financial Officer 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.


 


L.
Foreign Corrupt Practices Act.




 


The
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 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.


 




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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
Chief Financial Officer.


 


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 Company’s outside counsel 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.


 




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B.
Payments or Gifts from Others




 


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 the Company’s
Director of Human Resources.


 


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.


 


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.


 


(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.


 


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 COMPANY’S
IN-HOUSE LEGAL COUNSEL 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.


 




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(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 Company’s Chief Financial Officer or In-house Legal Counsel.


 


(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 Company’s Chief Financial Officer or in- house Legal Counsel 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 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.


 


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’s performance should never be discussed with anyone outside the Company. 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.


 




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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 Chief Financial Officer.


 


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 Chief
Financial Officer. 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 outside counsel must review and approve all contracts with any government entity.


 


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.


 




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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 outside counsel 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 counsel 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 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 to any other employee, agent or contractor must be approved in writing by the Company’s
Chief Financial Officer.


 


	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.


 




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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. You should review the
Company’s policies and procedures contained in the Employee Handbook for more detailed information.


 


	VII.	HOW
                                            TO REPORT YOUR CONCERNS



 


A. Where
to Direct Questions. If you have questions about this Code of Business Conduct and Ethics or concerns about any of the matters listed
here, please first consider speaking with your immediate manager or supervisor if that person was not involved in the matter giving rise
to your questions. If you do not wish to communicate with that person on the matter, please feel free to contact any member of our management.


 


B. Good
Faith Concerns Are Protected. We encourage each of our employees to report any concerns that others in the Company may have engaged
in illegal or unethical conduct relating to our business. We do not discriminate against employees who report their good faith concerns
to us. In addition, the Company may not discharge or otherwise discriminate in any manner against, or threaten or harass, an employee
for any lawful act by the employee to provide information or assist in an investigation by us or any other governmental authority or
agency, of violations of applicable securities laws or any applicable law relating to fraud against shareholders.


 


C. False
Claims Are Prohibited. It is a violation of our standards for any employee to communicate a report claiming illegal or unethical
conduct which the employee knows to be false.


 


D. Where
to Report Your Concerns. If you wish to report or discuss any problem concerning our Company or the matters outlined in this document,
please promptly inform your supervising manager, or report the matter to the Chief Financial Officer. If you wish to communicate any
matter anonymously, you are free to do so, and we will maintain the confidentiality of your communication to the extent possible under
applicable laws. The Company has established a toll-free telephone number through a third party vendor for communications intended to
be confidential. The phone number is posted on the Company intranet and on the bulletin board in the lunchroom. The third party vendor
acts as an intermediary to anonymously report back any communications to the Company’s Director of Human Resources. Communications
may also be made in writing by mailing a letter without indicating your name or address to the Company’s address, Attention:
Chairman of the Audit Committee.


 


E. Audit
Committee Available to Hear About Accounting Matters. In addition to the above, if you have concerns about accounting, internal accounting
controls, or auditing matters relating to our Company, you are also free to contact the audit committee of our board of directors directly.
Inquiries or communications intended to be anonymous should be mailed in writing without indicating your name or address to the Company’s
address, Attention: Chairman of the Audit Committee.


 




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F. Procedures
for Investigating and Resolving Concerns. Reports of possible violations of this code will be forwarded to the Audit Committee. The
Audit Committee may, in its discretion, assume responsibility for evaluating any possible violation and directing or conducting any investigation
or may delegate any portion of such responsibility the board of directors (the “Board”), another committee, the Chief Financial
Officer or another person or entity. If the Audit Committee chooses to assume responsibility for evaluating any possible violation or
directing or conducting any investigation where the investigation concerns a possible violation by a member of the Board, the Audit Committee,
not including that member, shall assume such responsibility. The Audit Committee shall have the authority to engage independent counsel
and other advisers, as it deems necessary, to assist in its investigation and decision process. After conducting the investigation, the
results will be evaluated and the Company shall authorize such swift response, follow-up and preventive actions, if any, as are deemed
necessary and appropriate to address the substance of the reported possible violation. The Company reserves the right to take whatever
action it believes appropriate, up to and including discharge of any employee determined to have engaged in improper conduct.


 


	VIII.	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 or the Company’s Human Resources Department,
knowing that my questions or reports to these sources will be maintained in confidence.


 


Employee
Name


 


Signature


 


Date


 


Please
sign and return this form to your supervisor.


 




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