EXHIBIT
10.15


CODE
OF ETHICS


OF




CELLCEUTIX
CORPORATION





It is the
policy of Cellceutix Corporation.(the "Company") that all directors, officers
and employees of the Company shall, to the best of their knowledge and ability,
adhere to, comply with and advocate the principles set out in this code of
ethics (the "Code") governing their professional and ethical conduct in the
fulfillment of their responsibilities.





The
purposes of the Code are to:





•
            Promote
      honest and ethical conduct, including the ethical handling of actual or
      apparent conflicts of interest between personal and professional
      relationships;•
            Promote
      full, fair, accurate, timely and understandable disclosure in reports and
      documents that the Company files with, or submits to the U.S. Securities
      and Exchange Commission and in other public communications made by the
      Company;•
            Promote
      compliance with applicable governmental laws, rules and
      regulations;•
            Promote
      the prompt internal reporting of violations of the Code to appropriate
      persons of authority within the Company; and•
            Promote
      accountability for adherence to the
Code.





The Code
embodies principles to which all directors, officers and employees are expected
to adhere and advocate. Any violations of the Code may result in disciplinary
action, up to and including termination or removal, as applicable.





All
directors, officers and employees of the Company will:


1.
            Act
      with honesty and integrity, avoiding actual or apparent conflicts between
      personal and the interests of the Company, including refraining from
      receiving improper personal benefits as a result of holding a particular
      position with the Company;2.
            Not
      solicit or accept, for personal or other benefit, business or similar
      opportunities that could reasonably be expected to otherwise accrue to the
      benefit of the Company;3.
            Where
      applicable, provide the U.S. Securities and Exchange Commission (the
      "Commission") and the public with complete, fair, accurate, timely and
      understandable disclosure in periodic reports and other documents filed or
      submitted to the Commission and in other public
      communications;4.
            Endeavor
      to comply with applicable laws and regulations of federal, state, local
      and foreign governments and government agencies having jurisdiction over
      the Company, and with applicable regulations of private or self-regulatory
      authorities having jurisdiction over the Company;5.
            Act
      in good faith, responsibly with due care and diligence and without
      misrepresentation or omission of material facts and strive to maintain
      independent judgment in the performance and fulfillment of their duties
      and responsibilities;6.
            Promote
      ethical behavior among subordinates and peers at the
    Company;7.
            Use
      corporate assets entrusted to them in a responsible manner and refrain
      from competing directly or indirectly with the Company or using corporate
      information or opportunities for personal gain;8.
            Respect
      the confidentiality of information acquired or obtained in the course of
      performance of their responsibilities, never use confidential information
      for personal advantage, and disclose confidential information of the
      Company or third parties only when such disclosure is legally required or
      is otherwise authorized.9.
            Not
      fraudulently influence, coerce, manipulate, mislead or fail to disclose
      relevant information to any auditor engaged in the performance of an audit
      for the purpose of rendering the financial statements materially
      misleading.




Only the
Company's Board of Directors (the "Board") is authorized to permit a waiver of
this Code of Ethics. Any waiver of the Code for any director or executive
officer of the Company must be disclosed on Form 8-K within five days, or such
shorter period as may be required under applicable regulation.





It is the
duty of each director, officer and employee of the Company to report violations
of the Code promptly to the attention of the Company's Chief Executive Officer,
Chief Financial Officer, or to any member of the Board.





Financial Information Integrity
Policy.





The
Company will handle all inquiries discretely and make every effort to maintain,
within the limits allowed by law, the confidentiality of anyone requesting
guidance or reporting questionable behavior or other matters of concern under
the Code.





The Board
shall promptly determine, or designate appropriate persons promptly to determine
appropriate actions to be taken in the event of violations of the Code by any
director, officer or employee. In determining what actions are appropriate in a
particular case, the Board (or its designee) shall act consistently and take
into account relevant information including the nature and severity of the
violation, whether the violation was a single occurrence or a series of repeated
occurrences, whether the violation appears to have been intentional or
inadvertent, whether the individual in question had been advised prior to the
violation as to the proper course of action, and whether or not the director,
officer or employee in question had committed other violations in the
past.





If the
Board believes that standards for compliance with the Code are not objective, or
that the process for determining violations is not fair or that the Code is not
conducive to prompt and consistent enforcement, or that the protection for
persons reporting questionable behavior pursuant to the Code is inadequate
(either under the Code or under the Company's other policies), the Board shall
adopt appropriate changes to the Code or other Company policies.





It is the
Company’s intention that the Code be the Company's written code of ethics under
Section 406 of the Sarbanes-Oxley Act of 2002 complying with the standards set
forth in Securities and Exchange Commission Regulation S-B Item
406.