CYTOGEN CORPORATION
CODE OF BUSINESS CONDUCT AND ETHICS
(Amended October 2004)
This Code of Business Conduct and Ethics (the "Code") sets forth legal and
ethical standards of conduct for directors, officers and employees of Cytogen
Corporation (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 Code
applies 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 Company's Legal
Department.
COMPLIANCE WITH LAWS, RULES AND REGULATIONS
The Company requires that all employees, 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 and regulations 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
the matter to your supervisor, the Company's Legal Department or to Ethicspoint
at www.ethicspoint.com, a third-party, independent and anonymous violation
reporting system provider. 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 should not 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 personal
interest 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 or employee, take action or have an interest that prevents you
from performing your Company duties and responsibilities honestly, objectively
and effectively.
For example:
o 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 competitor 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
o 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 personal interest, 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 to the Legal Department or, if you are an executive officer or
director, to the Board of Directors, who shall be responsible for determining
whether such transaction or relationship constitutes a conflict of interest.
Employees and Officers. Employees and officers must not:
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o perform services as a consultant, employee, officer, director, advisor
or in any other capacity, or permit any close relative to perform
services as an officer or director, for a customer, supplier or
competitor of the Company, other than at the Company's request;
o have, or permit any close relative to have, a financial interest in a
supplier or customer of the Company, other than an investment
representing less than one percent (1%) of the outstanding shares of a
publicly-held company or less than five percent (5%) of the
outstanding shares of a privately-held company;
o have, or permit any close relative to have, a financial interest in a
competitor of the Company, other than an investment representing less
than one percent (1%) of the outstanding shares of a publicly-held
company;
o supervise, review or influence the job evaluation or compensation of a
member of his or her immediate family; or
o engage in any other activity or have any other interest that the
Company's Board of Directors determines to constitute a conflict of
interest.
Directors. Directors must not:
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o perform services as a consultant, employee, officer, director, advisor
or in any other capacity, or permit any close relative to perform
services as an officer or director, for a competitor of the Company;
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o have, or permit any close relative to have, a financial interest in a
competitor of the Company, other than an investment representing less
than one percent (1%) of the outstanding shares of a publicly-held
company;
o use his or her position with the Company to influence any decision of
the Company relating to a contract or transaction with a supplier or
customer of the Company if the director or a close relative of the
director:
o performs services as a consultant, employee, officer, director,
advisor or in any other capacity for such supplier or customer;
or
o has a financial interest in such supplier or customer, other than
an investment representing less than one percent (1%) of the
outstanding shares of a publicly-held company.
o supervise, review or influence the job evaluation or compensation of a
member of his or her immediate family; or
o engage in any other activity or have any other interest that the
Company's Board of Directors determines to constitute a conflict of
interest.
A "close relative" means a spouse, dependent child or any other person
living in the same home with the employee, officer or director. "Immediate
family" means a close relative and a parent, sibling, child, mother- or
father-in-law, son- or daughter-in-law or brother- or sister-in-law. A
"significant customer" is a customer that has made during the Company's last
full fiscal year, or proposes to make during the Company's current fiscal year,
payments to the Company for property or services in excess of five percent (5%)
of (i) the Company's consolidated gross revenues for its last full fiscal year
or (ii) the customer's consolidated gross revenues for its last full fiscal
year. A "significant supplier" is a supplier to which the Company has made
during the Company's last full fiscal year, or proposes to make during the
Company's current fiscal year, payments for property or services in excess of
five percent (5%) of (i) the Company's consolidated gross revenues for its last
full fiscal year or (ii) the customer's consolidated gross revenues for its last
full fiscal year.
It is your responsibility to disclose any transaction or relationship that
reasonably could be expected to give rise to a conflict of interest to the
Company's Legal Department or, if you are an executive officer or director, to
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, as
a 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 that information. To help ensure that you do not engage in
prohibited insider trading and avoid even the appearance of an improper
transaction,
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the Company has adopted an Insider Trading Policy, which is available from the
Company's Legal Department.
If you are uncertain about the 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 Company's Legal Department before making any such purchase or sale.
CONFIDENTIALITY
Employees, officers and directors must maintain the confidentiality of
confidential information entrusted to them by the Company or other companies,
including our suppliers and customers, except when disclosure is authorized by a
supervisor or legally mandated. Unauthorized disclosure of any confidential
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 communicated
within 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. Subject
to the exceptions noted in the preceding paragraph, employees, officers and
directors (other than the Company's authorized spokespersons) 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 confidentiality agreement 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 security holders. 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 one of
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 from the Company's Legal Department.
You also 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 the Company and non-competition obligations.
HONEST AND ETHICAL CONDUCT AND FAIR DEALING
Employees, officers and directors should endeavor 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 must not take unfair advantage
of anyone through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts or any other unfair-dealing practice.
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PROTECTION AND PROPER USE OF CORPORATE ASSETS
Employees, officers and directors should seek to protect the Company's
assets. Theft, carelessness and waste have a direct 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 personal benefit of anyone else.
Employees, officers and directors must advance the Company's legitimate
interests when the opportunity 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
The use of Company funds or assets for gifts, gratuities or other 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 of
his 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 of
insignificant 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 sole discretion, believes appropriate.
Common sense and moderation should 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 is infrequent, 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.
ACCURACY OF BOOKS AND RECORDS AND PUBLIC REPORTS
Employees, officers and directors must honestly and accurately report all
business 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.
All Company books, records and accounts shall be maintained in accordance
with all applicable regulations and 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 or unrecorded 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 made without adequate supporting
documentation.
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It is the policy of the 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 auditing
matters or complaints regarding accounting, internal accounting controls or
auditing matters may confidentially, and anonymously if they wish, submit such
concerns or complaints by contacting the Company's Legal Department at 650
College Road East, 3rd Floor, Princeton, New Jersey 08540, or by contacting
Ethicspoint, a third-party, independent and anonymous violation reporting system
provider, via the web at www.ethicspoint.com or the toll-free hotline by calling
866-ETHICSP. See "Reporting and Compliance Procedures." All such concerns and
complaints will be forwarded directly to the Audit Committee of the Board of
Directors. 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 any member of the Audit Committee of the Board of
Directors.
The Audit Committee will evaluate the merits 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 against
any 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 in
connection 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
accountant in connection with) any audit, review or examination of the Company's
financial statements or the preparation 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 public accountant 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 to any 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 the Company's Legal Department must be obtained. The Company's
Legal Department shall be responsible for maintaining a record of all requests
for exceptions to any of these policies and the disposition of such requests.
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Any executive officer or director who seeks an exception to any of these
policies should contact the Company's Legal Department. Any waiver 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 Nasdaq regulation.
REPORTING AND COMPLIANCE PROCEDURES
Every employee, officer and director has the responsibility to ask
questions, 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 is engaging in Company-related conduct that violates applicable law or this
Code should report such information to his or her supervisor, to the Company's
Legal Department or to Ethicspoint, a third-party, independent and anonymous
violation reporting system provider, as described below.
You may report such conduct openly or anonymously 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 who cooperates in any
investigation or inquiry regarding such conduct. Any supervisor who receives a
report of a violation of this Code must immediately inform the Company's Legal
Department.
You may report violations of this Code, on a confidential or anonymous
basis, by contacting the Company's Legal Department at 650 College Road East,
3rd Floor, Princeton, New Jersey 08540, or by e-mail to wthomas@cytogen.com or
by contacting Ethicspoint, via the web at www.ethicspoint.com or the toll-free
hotline by calling 866-ETHICSP. Upon receipt of a complaint, the Company's Legal
Department or Ethicspoint will forward the complaint to the Company's Audit and
Finance Committee for investigation. The Ethicspoint system is completely
confidential, easy to use and accessible 24-hours a day from any place in the
world provided you have Internet access.
While we prefer that you identify yourself when reporting violations so
that we may follow up with you, as necessary, for additional information, you
may communicate with Ethicspoint anonymously if you wish.
If information is received regarding an alleged violation of this Code, the
appropriate Company officials 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 to conduct 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 Company's
Chief Executive Officer 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 to cooperate fully with any inquiry or
investigation by the Company regarding an alleged violation of this Code.
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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 occurred
and, 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 of Directors, 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 in
disciplinary 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 to the 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 report it, also will be subject to disciplinary action,
up to and including discharge.
DISSEMINATION AND AMENDMENT
This Code shall be 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.
The Company reserves the right to amend, alter or terminate this Code at
any time for any reason. The most current version of this Code can be obtained
from the Company's Legal Department.
This document is not an employment contract between the Company and any of
its employees, officers or directors.
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CERTIFICATION
I, do hereby certify that:
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(Print Name Above)
1. I have received and carefully read the Code of Business Conduct and
Ethics of Cytogen Corporation.
2. I understand the Code of Business Conduct and Ethics.
3. I have complied and will continue to comply with the terms of the Code
of Business Conduct and Ethics.
Date:
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(Signature)
EACH EMPLOYEE, OFFICER AND DIRECTOR IS REQUIRED TO SIGN, DATE AND RETURN THIS
CERTIFICATION TO THE COMPANY'S LEGAL DEPARTMENT WITHIN 10 DAYS OF ISSUANCE.
FAILURE TO DO SO MAY RESULT IN DISCIPLINARY ACTION.