Code of Ethics for Chief Executive Officer and Senior Financial Officers - IPIX Corp.
IPIX CORPORATION
CHIEF EXECUTIVE OFFICER AND SENIOR FINANCIAL OFFICERS
CODE OF ETHICS
The Company has developed and adopted this Code of Ethics applicable to
its Chief Executive Officer and senior financial officers to promote honest and
ethical conduct; full, fair, accurate, timely and understandable disclosure; and
compliance with applicable laws, rules and regulations. As used herein, "senior
financial officers" means the Company's principal financial officer and
principal accounting officer or controller, or persons performing similar
functions. This Code is separate and apart from, and in addition to, any
policies our Company may have in effect, from time to time, relating to our
employees, officers and Board of Directors. The Company's Chief Executive and
senior financial officers are also subject to the following specific policies
(this Code of Ethics shall be deemed to constitute the code of ethics referred
to in Item 406 of Regulation S-K promulgated by the SEC):
1. The Chief Executive Officer and all senior financial officers shall
at all times conduct themselves in an honest and ethical manner, including the
ethical handling of actual or apparent conflicts of interest between personal
and professional relationships.
2. The Chief Executive and all senior financial officers are
responsible for full, fair, accurate, timely and understandable disclosure in
(a) the reports and documents that the Company files with, or submits to, the
SEC and (b) the Company's other communications with the public, including both
written and oral disclosures, statements and presentations. It shall be the
responsibility of the Chief Executive Officer and each senior financial officer
promptly to bring to the attention of the Company's Board or Audit Committee any
material information of which he or she may become aware that may render the
disclosures made by the Company in its public filings or otherwise materially
misleading, and to assist the Company's Board and Audit Committee in fulfilling
their responsibilities.
3. The Chief Executive Officer and all senior financial officers shall
promptly bring to the attention of the Audit Committee any information he or she
may have concerning (a) significant deficiencies in the design or operation of
internal controls which could adversely affect the Company's ability to record,
process, summarize and report financial data or (b) any fraud, whether or not
material, that involves management or other employees who have a significant
role in the Company's financial reporting, disclosures or internal controls.
4. The Chief Executive Officer and all senior financial officers shall
promptly bring to the attention of the Chief Executive Officer or, where he or
she deems appropriate, to the Board or to the Audit Committee, any information
he or she may have concerning any violation of the Company's Code of Ethics,
including any actual or apparent conflicts of interest between personal and
professional relationships, involving any management or other employees who have
a significant role in the Company's financial reporting, disclosures or internal
controls.
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5. The Chief Executive Officer and all senior financial officers shall
promptly bring to the attention of the Chief Executive Officer and to the Audit
Committee any information he or she may have concerning evidence of a material
violation of the securities or other laws, rules or regulations applicable to
the Company and the operation of its business, by the Company or any agent
thereof, or of violation of the Code of Business Conduct and Ethics or of these
additional procedures.
6. The Board of Directors shall determine, or designate appropriate
persons to determine, appropriate actions to be taken in the event of violations
of the Code of Ethics by the Chief Executive Officer and the Company's senior
financial officers. Such actions shall be reasonably designed to deter
wrongdoing and to promote accountability for adherence to the Code of Ethics,
and shall include written notices to the individual involved that the Board has
determined that there has been a violation, censure by the Board, demotion or
re-assignment of the individual involved, suspension with or without pay or
benefits (as determined by the Board) and termination of the individual's
employment. In determining what action is appropriate in a particular case, the
Board of Directors or such designee shall take into account all relevant
information, including the nature and severity of the violation, whether the
violation was a single occurrence or 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 individual in question had committed other
violations in the past.
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