EXHIBIT 14.1
DOV PHARMACEUTICAL, INC.
CODE OF BUSINESS CONDUCT AND ETHICS
Introduction
Purpose and Scope
The board of directors of DOV has established this code to aid our
directors, officers and employees including those of our subsidiaries in making
ethical and legal decisions when conducting DOV's business and performing their
day-to-day duties.
DOV's board will supervise code adherence. Day-to-day responsibility
for administering and interpreting the code has been delegated to a compliance
officer. DOV's general counsel has been appointed to that position.
We expect our directors, officers and employees at all times to
exercise reasonable judgment when conducting company business, to ensure that
they are acting within both the letter and spirit of the code. The code cannot
possibly contain the answer to every situation you may encounter, or every
concern you may have about conducting business ethically and legally. When
concerns arise, or if you have questions about the code, you should speak with
your supervisor or the compliance officer.
Contents of the Code
This code of business conduct and ethics has two further sections. The
first, Standards of Conduct, contains guidelines that our directors, officers
and employees are expected to follow in the conduct of DOV's business. The
second section, Compliance Procedures, contains information about how the code
functions including who can provide guidance under the code and how violations
may be reported, investigated and punished. This section also contains a
discussion about waivers of and amendments to the code.
EXHIBIT 14.1
A Note About Other Obligations
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Each director, officer and employee generally has other legal and
contractual obligations to the company. These include their employment and
assignment of inventions and confidentiality agreements as well as proscriptions
on the use of material, non-public information. This code is not intended to
change these obligations. The standards in this code should be viewed as the
minimum standards that we expect from our directors, officers and employees in
the conduct of DOV's business.
Standards of Conduct
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Conflicts of Interest
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Any transaction or relationship that does, or reasonably could be
expected to, give rise to a conflict of interest, including those with a person
or party related directly or indirectly to DOV or its affiliates, should be
reported promptly to the compliance officer. A conflict of interest exists if
your interests are or could become at odds those of DOV, or reasonably might
seem to, from an outside point of view. Even if the likelihood is slight, you
should report it if the conflict, should it materialize, would be material. Any
direct or indirect (e.g. through one's spouse) interest or relationship
whatsoever with a contract or regulatory agency or its employees dealing with
DOV would be included. If at all possible, conflicts should be reported when
they are identified and still potential. The solution to a reported conflict can
range from full and fair disclosure to DOV, followed by its consent, to
prohibition. A useful rule in judging whether an actual or potential conflict
exists is to ask: if I were my supervisor would I want to know?
The compliance officer may notify the board as he or she deems
appropriate. The compliance officer, in all cases, is required to report actual
or potential conflicts of interest involving a director, executive officer or
member of the legal department to the chairman of the board or, as appropriate,
the chairman of the audit committee.
EXHIBIT 14.1
Compliance With Laws, Rules and Regulations
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We are determined to conduct our business in compliance with both the
letter and spirit of applicable laws, rules and regulations. Our firm policy is
that no director, officer or employee may engage in any unlawful activity in
conducting DOV's business, or in performing his or her day-to-day company
duties, and that no director, officer or employee may instruct others to do so.
Protection and Proper use of DOV Assets
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Loss, theft and misuse of DOV's assets, in particular our intellectual
property, will likely have a direct adverse impact on our business. You are
expected to protect company assets that are entrusted to you and to protect
company assets in general. You are also expected to take steps to ensure that
DOV's assets are used only for legitimate business purposes.
Corporate Opportunities
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Each director, officer and employee owes a duty to DOV to advance our
legitimate business interests whenever the opportunity to do so arises. To this
end, you are prohibited from
o diverting to yourself or to others any opportunity that is
discovered through the use of our property or information, or as a
result of your position with us, unless the opportunity has first
been formally presented to and rejected by us in writing
o using DOV's property or information or your position for improper
personal gain or
o competing with the company.
While each employee is free to terminate at any time, you may not while
still employed recruit other employees to join you. Non-competition agreements
apply to prevent executive staff from joining a competitor while still being
paid by DOV.
Nor may you take with you to use at your new position any information
that is proprietary or confidential to DOV. This sentence is subject to the
more complete statement of your responsibility found in your confidentiality
and assignment of inventions agreement.
EXHIBIT 14.1
Confidentiality
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Confidential information includes all non-public information that might
be of use to competitors or harmful to the company or its customers if
disclosed. You may not disclose company confidential information, except when
disclosure is authorized by us or required by law, rule or regulation. You are
required to use confidential information solely for legitimate company purposes.
You must return all company confidential information in your possession when you
leave.
Fair Dealing
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Competing vigorously, yet lawfully, with competitors and establishing
advantageous, but fair, business relationships with customers and suppliers is a
part of the foundation for our long-term success. We applaud this. However,
unlawful and unethical conduct, apart from being wrong, and even if it leads to
short-term gain, may damage our reputation and long-term business prospects.
Accordingly, it is our policy that directors, officers and employees must deal
ethically and lawfully with our business partners, licensees, customers,
suppliers and competitors in all business dealings. No director, officer or
employee should take unfair advantage of another person in business dealings on
our behalf through the abuse of privileged or confidential information or
through improper manipulation, concealment or misrepresentation of material
facts.
No director, officer or employee may cause us to enter into a
transaction with the intent to document or record it in a deceptive or unlawful
manner. No director, officer or employee may create any false or artificial
documentation or book entry for any transaction entered into by the company.
Officers and employees who have responsibility for accounting and financial
reporting matters are required to timely and accurately record all funds, assets
and transactions on our books and records. More detailed instructions for
reporting financial irregularities, internal accounting controls and auditing
matters are found in the DOV audit committee complaint procedures.
EXHIBIT 14.1
Quality of Public Disclosures
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We are committed to providing our shareholders with complete and
accurate information about our business, financial condition and results of
operations, related party transactions if any and other reporting matters in
accordance with the securities laws of the United States. DOV's policy is that
the reports and documents it files with or submits to the Securities and
Exchange Commission, and its earnings releases and similar public
communications, include fair, timely and understandable disclosure. Directors,
officers and employees who are responsible for these filings and disclosures
must use reasonable judgment and perform their responsibilities honestly,
ethically and objectively in order to ensure that this public disclosure policy
is carried out.
Compliance Procedures
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Dissemination of Code
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All directors, officers and employees will be supplied with a copy of
the code. Updates will be provided from time to time. A copy of the code is also
posted on the company's website at www.dovpharm.com. The website also has the
names of the compliance officer, board chairman and chairman of the audit
committee and their contact information.
Monitoring Compliance and Disciplinary Action
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DOV's management, under the supervision of the board or, in the case of
accounting, internal accounting controls or auditing matters, the audit
committee, will take reasonable steps from time to time to monitor compliance
with the code. This will include establishment of monitoring systems designed to
investigate and detect conduct in violation of the code. DOV will impose and
enforce appropriate disciplinary measures for code violations. Disciplinary
measures may include counseling, oral or written reprimands, warnings, probation
or suspension with or without pay, demotions, reductions in salary, termination
of employment or service and restitution.
The compliance officer will report periodically to the board and, as
appropriate, the audit committee on compliance efforts including reports
received on alleged code violations and actions taken on each report and
violation.
EXHIBIT 14.1
Reporting Concerns/Receiving Advice/Communication Channels
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Be Proactive. Every director, officer and employee is required to be
proactive and ask questions, seek guidance and report to the compliance officer
suspected violations of the code as well as any violation or suspected violation
of law, rule or regulation arising in the conduct of the our business or
occurring on our property.
Seek Guidance. The best starting point for seeking advice on
ethics-related issues or reporting potential violations of the code will usually
be your supervisor. If the conduct in question involves your supervisor, or if
you have reported the conduct to your supervisor and do not believe the matter
has been dealt with properly, or if for any reason you do not feel that you can
discuss the matter with your supervisor, the matter should be taken up with the
compliance officer.
Communication Alternatives. A director, officer or employee may
communicate with the compliance officer by any method including orally.
Reporting Accounting and Similar Concerns. Any concerns or questions
regarding potential violations of the code or any other company policy or
procedure involving accounting, internal accounting controls or auditing matters
should be directed to the audit committee chairman. The communication may be
confidential or anonymous, or both. The procedures for communicating such
matters are found in the audit committee complaint procedures. These procedures
are posted on the company's website.
EXHIBIT 14.1
Reporting Anonymity. If a reporting person wishes to remain anonymous,
he or she may do so, and DOV will use reasonable efforts to protect the
confidentiality of the reporting person subject to applicable law or legal
proceedings. If a report is made anonymously, however, the compliance officer or
audit committee may not have sufficient information to look into or otherwise
investigate or evaluate the allegations. Accordingly, persons who make reports
anonymously should provide as much detail as is reasonably necessary to permit
the compliance officer or audit committee to evaluate the matter and, if
appropriate, conduct an appropriate investigation without further help of the
reporting person.
No Retaliation
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DOV absolutely forbids any retaliation against any officer or employee
who, acting in good faith, reports suspected misconduct even if the report turns
out to be mistaken. Any person who participates in any such retaliation will be
subject to disciplinary action including termination.
Waivers and Amendments
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No waiver of any provision of the code for the benefit of a director or
an executive officer will be effective unless approved by the board and, if
applicable, the waiver is disclosed to our shareholders in accordance with
securities laws and the rules and regulations of Nasdaq. Waivers of the code for
other employees may be made by the compliance officer, and reported to the
board.
All amendments to the code must be approved by the board and, if the
law requires, must be disclosed to our shareholders in accordance with
applicable securities laws and the rules and regulations of Nasdaq.
Adopted December 18, 2003