Cardiogenesis - Code of Business Conduct

Any opportunity to engage in a business activity of which a director, officer or employee of Cardiogenesis becomes aware if the resulting opportunity is one that the director, officer or employee should reasonably be expected to believe would be of interest to Cardiogenesis; or

Any opportunity to engage in a business activity of which a director, officer or employee of Cardiogenesis becomes aware and knows is closely related to a business in which Cardiogenesis is engaged or expects to engage.

"Director, officer or employee" means a director, officer or employee of Cardiogenesis Corporation or of any of its subsidiaries.

All directors, officers and employees must cooperate fully with the people responsible for preparing reports filed by the Company with the Securities and Exchange Commission ("SEC") and regulatory authorities and all other materials that are made available to the public to make sure those people are aware in a timely manner of all information that might have to be disclosed in those reports or other materials or that might affect the way in which information is disclosed in such reports or materials.

All directors, officers and employees shall strive to provide full, accurate, timely and understandable disclosure in the reports filed by the Company with the SEC.

Directors, officers and employees must do everything they reasonably can to avoid conflicts of interest or the appearance of conflicts of interest with Cardiogenesis.

A "conflict of interest" exists when an individual's private interest is different from, interferes, or even appears to interfere in any way with Cardiogenesis’ interest. Conflict situations include, but are not limited to, situations:

When a director, officer or employee, or a member of his or her family, will benefit personally from something the director, officer or employee does or fails to do that is not in Cardiogenesis’ best interests,

When a director, officer or employee takes actions or has interests that may make it difficult to perform his or her Cardiogenesis work objectively and effectively, and

When a director, officer or employee, or a member of his or her family, receives improper personal benefits (other than appropriate gifts and entertainment as described immediately below) as a result of his or her position in Cardiogenesis.

When a director, officer or employee, or a member of his or her family, solicits or receives an inappropriate gift, favor, entertainment or anything else of from past, current or prospective clients, partners, suppliers or contractors. It is impossible to set absolute standards for gifts and entertainment that are "inappropriate" rather than "appropriate." As a general rule, gifts and entertainment of nominal value and which are given without obvious intent to gain inappropriate influence or advantage may be regarded as acceptable. This may, for example, include a holiday gift of a bottle of wine or tickets to a local sporting, civic or cultural event. In addition, it is acceptable for a director, officer or employee to accept an offer to attend a more elaborate event or function (including related airfare, hotel accommodations, tickets, etc.) if attendance at such event or function is (i) clearly in Cardiogenesis’ interest,including by virtue of the business contacts established, and (ii) approved in writing in advance by Cardiogenesis’ Chief Executive Officer (or by the Board in the case of attendance by Cardiogenesis’ Chief Executive Officer). In determining whether a particular gift or entertainment is appropriate, you should heed your instincts. If you are in doubt as to the appropriateness of a particular gift or entertainment, you should consult with your supervisor, or the CFO of Cardiogenesis.

If a conflict of interest becomes unavoidable, a director or officer will promptly report the conflict of interest to Cardiogenesis’ Board, and an employee other than a director or officer will promptly report the conflict of interest to such employee's supervisor or, if reporting to the supervisor would be inappropriate, then to the CFO of Cardiogenesis. In each instance the director, officer or employee will work with the individual or individuals to whom a conflict of interest is reported to devise an arrangement by which (i) that individual or those individuals (or their designee) will monitor the situation which creates, or gives the appearance of creating, a conflict of interest, (ii) the director, officer or employee who has a conflict will, to the fullest extent possible,be kept out of any decisions that might be affected by the conflict of interest, (iii) arrangements will be made to ensure that the director, officer or employee will not profit personally from the situation that causes the conflict of interest, and (iv) every reasonable effort will be made to eliminate the conflict of interest      as promptly as possible.

take for himself or herself personally any Corporate Opportunity discovered through the use of Company property, information or position;

assist or make it possible for someone other than Cardiogenesis to take advantage of any Corporate Opportunity, unless Cardiogenesis has expressly decided not to attempt to take advantage of the opportunity;

otherwise use corporate property, information or position for personal gain; or

compete with Cardiogenesis generally or with regard to specific transactions or opportunities.

Directors, officers and employees owe a duty to Cardiogenesis to advance its legitimate interests when the opportunity to do so arises.

Each employee, officer and director will at all times deal fairly with Cardiogenesis customers, suppliers, competitors and employees. While employees,officers and directors are expected to utilize “best efforts” to advance the interests of Cardiogenesis, they are expected to do so in a manner that is consistent with the highest standards of integrity and ethical dealing.

No employee, officer or director is to take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of facts or any other unfair-dealing practice.

Directors, officers and employees must maintain the confidentiality of all information entrusted to them by Cardiogenesis or its customers that is treated by them as confidential or is considered confidential under applicable law (such as the Health Insurance Portability and Accountability Act), except when disclosure is authorized by Cardiogenesis or legally mandated.

Confidential information includes all information that may be of use to Cardiogenesis’ competitors, or that could be harmful to Cardiogenesis or its customers, if disclosed.

Directors, officers and employees will comply with all confidentiality policies adopted by Cardiogenesis from time to time, and with confidentiality provisions in agreements to which they or Cardiogenesis are parties.

Directors, officers and employees will, in all practicable ways, protect Cardiogenesis’ assets and ensure their efficient use.

Directors, officers and employees will use Cardiogenesis’ assets only for Cardiogenesis’ legitimate business purposes, except for incidental uses of Cardiogenesis’ assets as permitted by Cardiogenesis’ written policies.

It is the responsibility of the CEO and each senior financial officer to promptly bring to the attention of the Board's Audit Committee (the "Audit Committee")any material information of which he or she may become aware that affects the disclosures made by Cardiogenesis in its public filings or otherwise assist the      Audit Committee in fulfilling its responsibilities as specified in its Bylaws.

The CEO and each senior financial officer shall promptly bring to the attention of the Audit Committee any information he or she may have concerning (i)significant deficiencies in the design or operation of internal controls which could adversely affect Cardiogenesis’ ability to record, process, summarize and report financial data or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Cardiogenesis’financial reporting, disclosures or internal controls.

For directors and executive officers, any waiver of any provision of this Code must be approved by the Audit Committee, or if any of its members will be personally affected by the waiver, by a committee consisting entirely of independent directors who will not be personally affected by the waiver.

For employees (other than directors or executive officers), any waiver of any provision of this Code must be approved in writing the CFO of Cardiogenesis. 

No waiver of any provision of this Code with regard to a director or executive officer will be effective until that waiver has been reported to the individual responsible for the preparation and filing with the SEC of Cardiogenesis’ reports on Form 8-K (or any successor to that form) in sufficient detail to enable that individual to prepare a report on Form 8-K containing any required disclosure with regard to the waiver.

Any change in or waiver of provisions of this Code will be promptly reported in filings with the SEC and otherwise reported to Cardiogenesis’ stockholders to the full extent required by the SEC's rules and by any applicable rules of any securities exchange or securities quotation system on which Cardiogenesis’securities are listed or quoted.

In accepting a position with Cardiogenesis, each director, officer, and employee agrees to the terms of this Code.

Directors, officers and employees must report promptly any violations of this Code (including any violations of the requirement of compliance with law) as provided below. Failure to report a violation can lead to disciplinary action against the individual who failed to report the violation, which may be as severe as the disciplinary action against the individual who committed the violation.

Violations and possible violations of this Code involving accounting, internal accounting controls, or auditing matters should be reported using the procedures set forth in Section 11 below.

Violations and possible violations of this Code by an employee other than an officer or director may be reported to the supervisor of the employee who commits the violation. If a person believes that, in a particular situation, it would not be appropriate to report a violation or possible violation by an employee to the supervisor of the employee who commits the violation, the person may report the violation or possible violation to the CFO of Cardiogenesis. If an employee believes that a supervisor to whom a violation or possible violation has been reported has not taken appropriate action, the employee should contact the CFO of Cardiogenesis. 

Violations and possible violations of this Code by a director or an officer should be reported to the CFO of Cardiogenesis. If a person believes that, in a particular situation, it would not be appropriate to report a violation or possible violation by a director or officer to the General Counsel, the person may      report the possible violation to the CEO, the chairman of the Audit Committee or to any other officer or director to whom the person believes it would be appropriate to report the possible violation.

The identity of the employee who reports a possible violation of this Code will be kept confidential, except to the extent the employee who reports the possible violation consents to be identified or the identification of that employee is required by law.

Violations and possible violations may be reported orally or in writing and may be reported anonymously.

Cardiogenesis will not allow retaliation for reports of possible violations made in good faith.

The Board shall determine, or designate appropriate persons to determine, appropriate actions to be taken if this Code is violated. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to this Code and may include termination of employment or service as a director.