METAMORPHIX, INC.

CODE OF BUSINESS CONDUCT AND ETHICS

For Employees, Officers and Directors

Introduction

     To further MetaMorphixs fundamental principles of honesty, loyalty, fairness and forthrightness we have established the MetaMorphix, Inc. Code of Business Conduct and Ethics. Our Code strives to deter wrongdoing and promote the following six objectives:

Honest and ethical conduct;

Avoidance of conflicts of interest between personal and professional relationships;

Full, fair, accurate, timely and transparent disclosure in periodic reports required to be filed by MetaMorphix with the Securities and Exchange Commission and in other public communications made by MetaMorphix;

Compliance with the applicable government regulations;

Prompt internal reporting of Code violations; and

Accountability for compliance with the Code.

Accounting Controls, Procedures & Records

     Applicable laws and company policy require MetaMorphix to keep books and records that accurately and fairly reflect its transactions and the dispositions of its assets. In this regard, our employees shall:

Provide information that is accurate, complete, objective, relevant, timely and understandable.

Comply with rules and regulations of federal, state, provincial and local governments, and other appropriate private and public regulatory agencies.

Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing independent judgment to be subordinated.

     All directors, officers, employees and other persons are prohibited from directly or indirectly falsifying or causing to be false or misleading any financial or accounting book, record or account. Furthermore, no director, officer or employee of MetaMorphix may directly or indirectly:

 

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