Code of Conduct and Business Ethics

CELLERATION, INC.

Celleration is committed to upholding practices that are of the highest quality and that encompass the spirit of our Corporate Purpose and Values. Our reputation for ethical and legal behavior is one our most valuable assets. We are all responsible for safeguarding this important asset.

It is not possible to develop a detailed set of rules, policies or procedures that cover all circumstances. The best guidelines are individual integrity, common sense and compliance with the law. This Code of Conduct and Business Ethics provides a basic guide to assist employees, officers and directors in understanding their responsibilities. This Code of Conduct and Business Ethics applies to each of our employees, officers and directors.

Celleration’s Statement of Purpose

To become the best at building and delivering unique wound care solutions that serve patients, healthcare providers and payers.

Celleration’s Corporate Values

We have a responsibility to society to provide unique products and vital services that consistently meet high standards.

We serve an important purpose in our world because no one provides products as good as ours and services these products as well as we do. We stay in close communications with our customers in order to thoroughly understand their expectations and needs and how we can best fulfill them. We anticipate marketplace changes and respond to them with innovative products and ideas. We are committed to applying science and engineering to the needs of humanity.

We continually strive to improve product quality, performance, and value.

A distinguishing characteristic of a great company is that it doesn’t stop trying to change, improve, or do new things. A great company never arrives nor believes it is good enough; it celebrates its successes but only as brief stopping points along a never completed journey. To this end, we encourage employees to take calculated risks and try new things.

Our future rests with our employees. We encourage teamwork, entrepreneurship, creativity, fun, trust, and hard work.

People are our greatest resource. Employees are given clear expectations of performance and conduct and we strive to provide adequate training, fair compensation, meaningful recognition and rewards for outstanding performance. We value each person’s contribution to the success of the organization and create an atmosphere where open communications and a sense of ownership thrive. We also value mutual commitment where each employee views the problems of others as his/her own and takes action with a sense of urgency.

We have a responsibility to our community, as citizens, to conform to high standards of ethical behavior.

We must be a good citizen. We share our success and resources with our community and adhere to socially responsible business practices.

We balance the needs of our employees, customers, distributors, shareholders, suppliers, and society, as we manage the company for long-term prosperity.

We treat each stakeholder as individuals with equal respect and dignity and we strive not to allow any single group or individual to benefit in a manner that is detrimental to this objective. Our goal is not to maximize profits, but to achieve sufficient profit to cover the risks of doing business, fuel growth, and provide a secure place to work.

The Code of Conduct and Business Ethics requires that each employee, independent contractor, independent distributor, officer, board member, board observer and director of Celleration to:

Act honestly and ethically in the performance of his or her duties at Celleration.
Deal fairly with Celleration’s customers, suppliers and employees.
Avoid actual and apparent conflicts of interest between personal and professional relationships. A “conflict of interest” exists when an individual’s private interests interfere or conflict in any way (or even appear to interfere or conflict) with the interests of Celleration.
Promptly bring to the attention of the Chief Executive Officer or Chief Financial Officer (or contact the Company’s Hotline – see below) any noncompliance with all laws, rules and regulations of federal, state and local governments and related regulatory agencies that affect the conduct of the Company’s business, as well as those in other countries in which the Company does business.
Make no bribes, kickbacks, or other payments in any form, that illegally benefit customers, government employees or officials, or others. This includes not only direct payments, but also indirect payments made in any form through consultants or other third parties.
Promptly bring to the attention of the Chief Executive Officer or Chief Financial Officer (or contact the Company’s Hotline) any information 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.
Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing the employee’s independent judgment to be subordinated.
Respect the confidentiality of information acquired in the course of work, except when authorized or otherwise legally obligated to disclose such information. Do not use such confidential information for personal advantage.
Proactively promote ethical behavior among peers and colleagues at Celleration and in the community.
Carry out assignments in a manner that is consistent with producing products of the highest quality and safety.
Maintain a pro-active, cooperative attitude toward issues of safety throughout the Company.
Support a workplace that is committed to being free from discrimination and harassment of any kind.
Responsibly use and exert control over all assets and resources of Celleration entrusted to the employee.
Adhere to and promote this Code of Conduct and Business Ethics.
Acknowledge all violations I am aware of have been reported.

Any person who has information concerning any actual or contemplated conduct which he or she reasonably believes may constitute a violation of this Code of Business Conduct and Ethics shall promptly bring such information to the attention of Celleration’s Chief Executive Officer, Chief Financial Officer, or Human Resources. Alternatively, the Company has established an Ethics Reporting Form whereby employees may report their concerns while being assured of anonymity. This form is located on Celleration’s website, http://www.celleration.com/. Under the Company tab, the ethics form can be completed and submitted online.

If contacted directly, the Company will protect your confidentiality as much as is reasonably possible, given the need to properly address all compliance issues, and the Company will not retaliate against you for reporting a concern in good faith. If the matter is brought to the attention of Celleration’s Chief Executive Officer or Chief Financial Officer and such person determines that a conflict of interest exists, the matter will be referred to an independent director of the Board of Directors for resolution.

Managers and supervisors are responsible for the communication and enforcement of this Code of Conduct and Business Ethics among persons reporting to them.

Celleration expects all of its employees, officers and directors to comply at all times with the principles in this Code of Conduct and Business Ethics. A violation of this Code of Conduct and Business Ethics will be dealt with promptly and will be grounds for disciplinary action up to and including discharge or termination of service. Such disciplinary actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to this Code of Conduct and Business Ethics.