Exhibit 14
CAVIT SCIENCES, INC.
CODE OF BUSINESS CONDUCT AND ETHICS
INTRODUCTION
Cavit Sciences, Inc. (the "Company") is committed to maintaining the
highest standards of ethical conduct, promoting integrity, deterring wrongdoing
and complying with applicable laws, rules and regulations. In furtherance of
this commitment, the Board of Directors ("Board") has adopted this Code of
Business Conduct and Ethics ("Code") for all directors, officers and employees
of the Company ("Company Individuals"). The principles set forth in this
document describe how Company Individuals should conduct themselves. All Company
Individuals are expected to comply with the letter and spirit of this Code.
This Code does not address every expectation or condition regarding proper
and ethical business conduct. Accordingly, this Code is intended to serve as a
source of guiding principles for Company Individuals. Company Individuals are
encouraged to discuss issues about particular circumstances that may be relevant
to one or more of the provisions of this Code with the Chairman of the Board
("Chairman"), who may consult with inside or outside legal counsel as
appropriate.
The Board encourages the reporting of any behavior by Company Individuals
which violates the Code and the Board will not tolerate retaliation against any
person who in good faith reports such violations to the Board or the Chairman.
COMPLIANCE WITH CODE
The Code applies to all Company Individuals, and all Company Individuals
are accountable for compliance with the Code. The Board is responsible for
updating the Code and monitoring compliance with the Code. Waivers from the Code
may only be granted by the Board, with any director involved in the
transgression abstaining from voting on any decision made in respect of such
waiver.
REPORTING VIOLATIONS OF THE CODE
Company Individuals must promptly advise either a supervisor or the
Chairman if a Company Individual believes that he or she has observed a
violation of the Code by any Company Individual, or by anyone purporting to be
acting on the Company's behalf. Any such reports may be made anonymously.
Confidentiality will be maintained, to the extent permitted by law. If a Company
Individual is not comfortable reporting such behavior to a supervisor or the
Chairman of the Board, the individual may report to the Company's external legal
counsel.
The Company will not take or allow any reprisal against any Company
Individual who, in good faith, reports a suspected violation of this Policy. Any
reprisal will in itself be a very serious breach of the Code and subject to
disciplinary action.
COMPLIANCE WITH LAWS, RULES AND REGULATIONS
The Company requires strict compliance from all its Company Individuals
with applicable laws, rules and regulations. These include all provincial,
federal and other laws, including securities and insider trading laws, and the
Company's insider trading compliance policies. Company Individuals must comply
with and ensure compliance with all of the laws, rules, and regulations of
countries wherever the Company conducts business. This Code is not a summary of
law and the obligation is on each Company Individual to ensure that the
applicable laws are known to him/her. The Company will provide Company
Individuals with guidelines and materials that the Company or its lawyers have
prepared on specific laws, rules, and regulations as are necessary to maintain
compliance. Any case of non-compliance with an applicable law may subject a
Company Individual to disciplinary action. The fact that in some countries
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certain standards of conduct are legally prohibited but are not enforced in
practice, or their violation is not subject to public criticism or censure, will
not excuse an illegal action by a Company Individual.
CONFLICTS OF INTEREST
Shareholders of the Company expect that business decisions are made in the
best interest of the Company. Any situation that creates or appears to create a
material conflict of interest must be avoided by a Company Individual. A
conflict of interest occurs when a Company Individual's private interest
interferes in any way with the interests of the Company or any of its
subsidiaries and affiliated Companies. If a material conflict of interest
arises, the Company Individual involved must disclose the conflict and take
prompt action to remedy it. The following are examples of conflicts of interest:
* RECEIVING PERSONAL LOANS OR GUARANTEES OF OBLIGATIONS AS A RESULT OF
ONE'S POSITION AS A COMPANY INDIVIDUAL;
* ENGAGING IN CONDUCT OR ACTIVITY OR ENTERING INTO ANY TRANSACTION OR
AGREEMENT THAT COMPETES WITH THE COMPANY'S EXISTING OR PROSPECTIVE
BUSINESS OR TAKES ADVANTAGE OF AN OPPORTUNITY WHICH SHOULD BE OFFERED
TO THE COMPANY FIRST;
* ACCEPTING BRIBES, KICKBACKS OR ANY OTHER IMPROPER PAYMENTS FOR
SERVICES RELATING TO THE CONDUCT OF THE BUSINESS OF THE COMPANY; AND
* ACCEPTING GIFTS, FAVORS, ENTERTAINMENT, OR SERVICES, OTHER THAN SUCH
MINOR GIFTS, ETC. AS ARE THE PRACTICE IN THE INDUSTRY.
INSIDE INFORMATION AND SECURITIES TRADING
Confidential Company information may not be used for personal benefit. It
is prohibited to trade securities or to inform or tip others to trade securities
of the Company or affiliated companies on the basis of material information
obtained as a Company Individual before it is made publicly available to the
public through appropriate media. Such information includes news about
acquisitions, investments, new business relationships, financial results,
important management changes and other information that has the potential to
affect the stock price of the Company or another company.
If doubt exists about whether the information is material or has been
released to the public, a Company Individual shall not trade before consulting
with the Chairman or the Company's legal counsel. No Company Individual may
engage in "short sales" or trade in puts, calls or other options on Company
stock.
Company Individuals may, at any time, purchase Company securities and
exercise options granted to them in accordance with the applicable arrangements,
as long as those purchases are not decisions based on inside information.
CORPORATE OPPORTUNITY
Except as may be approved by the Board or the Chairman, Company
Individuals are prohibited from:
* TAKING ANY OPPORTUNITIES THAT BELONG TO THE COMPANY;
* TAKING ANY OPPORTUNITIES THAT ARE DISCOVERED THROUGH THE USE OF
COMPANY CORPORATE PROPERTY, INFORMATION, OR FROM THE POSITION AS
DIRECTOR;
* USING CORPORATE PROPERTY, INFORMATION, OR POSITION;
* COMPETING WITH THE COMPANY, THAT WILL BENEFIT THEMSELVES PERSONALLY,
OR BENEFIT THEIR FAMILY, OR BE TO THE BENEFIT OF PERSONS OR ENTITIES
OUTSIDE THE COMPANY, WHETHER OR NOT IT HAS A MATERIAL IMPACT ON THE
COMPANY'S FINANCIAL PERFORMANCE.
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CONFIDENTIALITY
All Company Individuals must maintain the confidentiality of confidential
non-public information entrusted to them by the Company in their capacity as a
Company Individual, except when the Company authorizes disclosure or when
required by laws, regulations or legal proceedings. "Confidential Information"
is all non-public information entrusted to or obtained by a Company Individual
by reason of his or her position as a Company Individual. It includes, but is
not limited to, non-public information that might be of use to competitors or
harmful to the Company, its shareholders, or its customers if disclosed, such
as:
* NON-PUBLIC INFORMATION ABOUT THE COMPANY'S FINANCIAL CONDITION,
DETAILED SALES AND PROFIT FIGURES, NEW PRODUCT OR MARKETING PROSPECTS
OR PLANS, ITS MARKETING AND SALES PROGRAMS AND RESEARCH AND
DEVELOPMENT INFORMATION, MANUFACTURING PROCESSES, SALARY DATA,
EMPLOYEE LISTS AS WELL AS INFORMATION RELATING TO MERGERS AND
ACQUISITIONS, STOCK SPLITS AND DIVESTITURES;
* NON-PUBLIC INFORMATION CONCERNING POSSIBLE TRANSACTIONS WITH OTHER
COMPANIES OR INFORMATION ABOUT THE COMPANY'S CUSTOMERS, SUPPLIERS OR
JOINT VENTURE PARTNERS, WHICH THE COMPANY IS UNDER AN OBLIGATION TO
MAINTAIN AS CONFIDENTIAL; AND
* NON-PUBLIC INFORMATION ABOUT DISCUSSIONS AND DELIBERATIONS RELATING TO
BUSINESS ISSUES AND DECISIONS, BETWEEN AND AMONG COMPANY INDIVIDUALS.
Company Individuals must keep confidential information strictly
confidential, limiting access to those who have a need to know, avoiding
discussion of confidential information in public areas such as airplanes,
elevators and restaurants and on cellular phones and avoiding inadvertent
disclosure of confidential information through the use of laptop computers or
other similar electronic devices in public places.
Whenever feasible, Company Individuals should consult an appropriate
supervisor if they believe they have a legal obligation to disclose confidential
information.
Generally, no Company Individual shall:
* USE CONFIDENTIAL INFORMATION FOR HIS OR HER OWN PERSONAL BENEFIT OR TO
BENEFIT PERSONS OR ENTITIES OUTSIDE THE COMPANY; OR
* DISCLOSE CONFIDENTIAL INFORMATION OUTSIDE THE COMPANY, EITHER DURING
OR AFTER HIS OR HER SERVICE AS A COMPANY INDIVIDUAL OF THE COMPANY,
EXCEPT AS REQUIRED TO CONDUCT THE COMPANY'S BUSINESS OR AS MAY BE
OTHERWISE REQUIRED BY LAW.
FAIR DEALING
All Company Individuals must treat the Company's customers, suppliers,
competitors, creditors, directors, officers and employees fairly and with
respect. No Company Individual may take unfair advantage of anyone dealing or
involved with the Company through manipulation, concealment, abuse of privileged
information, misrepresentation of material facts or any other unfair dealing
practice. All Company Individuals have the right to pursue their careers at the
Company free from harassment and free from discrimination based on any ground
prohibited by law, including race, color, ancestry, place of origin, political
belief, religion, marital status, family status, physical or mental disability,
sex, sexual orientation or age.
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PROTECTION AND PROPER USE OF COMPANY ASSETS
All Company Individuals must perform their duties in a manner that protects
the Company's assets and resources and ensures their efficient use. Company
assets may only be used for legitimate Company business purposes and not for
personal benefit or gain. "Assets" include equipment, inventory, supplies and
intellectual property.
Examples of prohibited personal use of company assets are:
* REMOVAL OF COMPANY PROPERTY FOR PERSONAL USE;
* UNAUTHORIZED USE OF COMPANY VEHICLES OR RESIDENCES;
* USE OF COMPANY-PAID CONTRACTORS TO PERFORM WORK AT A COMPANY
INDIVIDUAL'S HOME; AND
* UNAUTHORIZED COPYING OF SOFTWARE, TAPES, BOOKS AND OTHER LEGALLY
PROTECTED WORK.
All Company Individuals must comply with security procedures in place to protect
Company assets.
ACCURACY OF BUSINESS RECORDS
Honest and accurate recording and reporting of information is extremely
important. Investors rely on the Company to provide accurate information about
it and its affiliates and to make responsible business decisions based on
reliable records. All books, records and accounts must accurately reflect
transactions and events and all financial records must conform both to generally
accepted accounting principles and to the Company's internal control systems.
Undisclosed or unrecorded funds or assets are not allowed. No entry may be made
that intentionally hides or disguises the true nature of any transaction.
ACCOUNTING
The Audit Committee of the Board is responsible for establishing procedures
for the receipt, retention and treatment of complaints regarding accounting,
internal accounting controls or auditing matters. Company Individuals who have
concerns or complaints regarding such matters must promptly submit those
concerns or complaints to the Chairman of the Audit Committee or the Company's
legal counsel.
COMPETITIVE INFORMATION
Information about competitors, customers and suppliers is a valuable asset
in the competitive markets in which the Company operates. The Company will
obtain this information legally. Theft of proprietary information, inducing
disclosures by a competitor's past or present employees and any actions that
could create an appearance of an improper agreement in respect of competitors is
prohibited. Any Company Individual who is authorized to retain a consultant to
gather competitive information must take steps to ensure that the consultant
adheres to these policies. When in doubt about the propriety of any
information-gathering technique or about whether a competitor, supplier, or
other external contact has provided confidential information, a Company
Individual should contact an appropriate supervisor or the Chairman of the
Board.
AMENDMENT
This Code may be amended by the Company's Board, subject to the disclosure
and other provisions of applicable corporate securities law and policy.
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