You may accept modest gifts (up to $100) if the gifts are not cash as long as it is not being provided as a bribe or payoff, and does not violate the law, a regulation, Pernix policy or the Code. You should never accept a gift that could be construed as a personal benefit in exchange for past, current or future Pernix business (i.e., quid pro quo is strictly prohibited).

14 | Page    

Pernix's policy is to comply fully with both the letter and spirit of antirust and competition laws. One general concept is that all companies should compete individually rather than enter into agreements with others to restrict competition. In order to avoid creating even the appearance of improper agreements, the Company prohibits:

• discussions or other contacts with competitors regarding price fixing, stabilization, or discrimination;
• discussions or other contacts with suppliers and customers about issues that could unfairly restrict trade, such as excluding competitors from the marketplace;
• discussions or other contacts with competitors regarding territories or markets in which competitive products will be sold, allocation of markets or customers, or limitations on the sale of products; and
• discussions or other contacts with others to boycott customers or suppliers.

Many countries have antitrust or competition laws that vary significantly from U.S. laws. Antitrust and competition laws in other countries may regulate, among other things, distribution agreements; patent, copyright, and trademark licenses; territorial and other restrictions on resellers and licensees; rebates and discounts to customers; refusals to deal; and licensing and pricing policies generally. All customers within the same competitive market must generally be treated on a fair and equitable basis with respect to prices, terms, and trade promotion. Violation of antitrust and competition laws carry stiff financial penalties and sometimes jail sentences. Given the legal complexities involved, please consult the Legal Department before acting if you have any questions.

Pernix is committed to outperforming its competition fairly and honestly. Engaging in unfair competitive practices in dealing with competition is prohibited. Misappropriating proprietary information, making inaccurate or malicious statements about competitors or competitive products, obtaining market data and other information from unauthorized sources, possessing trade secret or other proprietary information that was obtained without the owner's consent, or inducing such disclosures by past or present employees of other companies is prohibited. You should endeavor to respect the rights of and deal fairly with Pernix's customers, suppliers and competitors and their employees.

15 | Page    

At Pernix, we have developed a quality management system designed to ensure the production of the high quality products our customers have come to expect. Our manufacturing operations are conducted in compliance with applicable laws, regulations (e.g. Good Manufacturing Practices (" GMP ")), and internal standards which complement the efficacy of our research and development processes. Pernix conducts audits and oversight at key points throughout our supply chain. Pernix personnel are expected to immediately report actual or potential instances of non-compliance, using the processes described in this Code.

Adverse Events

Pernix is committed to providing safe and effective high quality products to our customers. All Pernix personnel have a duty to promptly report actual and potential safety, quality or performance issues associated with Pernix products, including but not limited to Adverse Events (" AEs "). An AE is any unintended sign, symptom, or disease associated with the use of a product, irrespective of causal relationship. Examples of AE's include (but are not limited to):

• A product quality defect;
• Misuse, abuse, or overdose (whether intentional, accidental, or prescribed);
• Reports of suspected falsified products;
• Drug-drug or drug-food interactions; and
• An unintended beneficial effect.

These types of events may be identifiable through direct reports (e.g. telephone, meetings, studies), casual conversations in social settings, via social media, or otherwise. Adverse Events may be reported internally to Medical affairs, or by phone at 800-793-2145 , or via email at drugsafety@pernixtx.com.

16 | Page    

Corporate Opportunities

The taking for personal gain of opportunities that are discovered using Pernix corporate property, information or position without the informed prior consent of the Pernix Compliance or Legal Departments is not permitted. As a duty is owed to Pernix to advance its legitimate interests when such an opportunity arises. It is not appropriate to use Company property or information obtained as a result of your working relationship with Pernix for a purpose that does not advance the interests of the Company, or otherwise advances your own personal interests.

Conflicts of Interest

A "conflict of interest" exists when a private interest interferes or conflicts with the interests of Pernix, or impairs, or could be perceived to impair, business judgment. Decisions should be made strictly on the basis of Pernix's best interests, without regard to personal concerns or interests. Situations and activities should be avoided that present potential conflicts of interest, either real or perceived, or that make it difficult or appear to make it difficult for you to perform your work objectively and effectively. Examples of when a conflict of interest or potential conflict of interest may arise include, but are not limited to:

• Actions or interests that may make it difficult to perform work activities objectively and effectively.
• Receipt of improper personal benefits as a result of your relationship with Pernix.
• Simultaneously working for or assisting a competitor, customer or supplier on an unauthorized basis. Pernix employees are not allowed to work for a competitor in any capacity .
• Service on the board of directors or an advisory board of any company that competes with Pernix.
• A material investment in a customer, supplier, developer or competitor of Pernix. ¹
• Conducting Pernix business with a relative ² or significant other ³ , or with a business with which a relative or significant other is associated in any significant role, without appropriate disclosure and approval from the Legal Department.

____________________________

¹ In deciding whether an investment is material, consider whether it was made based upon confidential, non-public information, whether the Company would be concerned about or not approve of such an investment, the size and nature of the investment, your ability to influence decisions of Pernix or of the other company, your access to confidential information of Pernix or of the other company, and the nature of the relationship between Pernix and the other company.
² Relatives include spouse, sister, brother, daughter, son, mother, father, grandparents, aunts, uncles, nieces, nephews, cousins, step relationships and in-laws.
³ Significant others include persons living in a spousal or familial fashion (including same sex) with an employee, officer or director.

17 | Page    

Conflicts of interest must be avoided and, in all cases, must be promptly and fully disclosed to your supervisor and the Legal Department. Pernix also requires each Director and employee to disclose any transaction or arrangement among such individual or any family member or affiliated entity of such individual, on the one hand, and any other Director, employee or any family member or affiliated entity of such other individual, on the other hand, that in any way relates to or arises out of such individual's professional or working relationship with Pernix. In the case of any Director, the Chief Executive Officer, or any other executive officer, disclosure must be made to the Chairman of the Audit Committee. No person, including any Board member, shall weigh in on a matter if s/he has an actual or perceived conflict with any individual who is subject to the conflict request. Following such disclosure, the matter shall be considered by the General Counsel or external counsel if requested by the Board, who shall determine whether a material conflict exists and/or what, if any, corrective action is required. As conflicts of interest may not always be obvious, you should consult with higher levels of management or Pernix's General Counsel when in doubt. If you become aware of a conflict or potential conflict, promptly bring it to the attention of your supervisor or otherwise report the conflict to the Compliance, Legal or Human Resources Department or anonymously through the Pernix AlertLine.

FAQ

Yes, this is a potential conflict. Any potential conflict, or even the appearance of a conflict, might damage your reputation or that of the Company and therefore must be disclosed to your manager or the Legal Department to assess the situation.

No, this is considered a conflict. Pernix does not permit sales representatives to be compensated on prescriptions that may be written by someone who is a family member. This could implicate a risk to Pernix and to you under Federal laws.

18 | Page    

Pernix's assets should be protected and efficiently used at all times. Pernix equipment should not be used for non-Pernix business, though limited incidental personal use is permitted.

Pernix's assets include its proprietary information, such as intellectual property (e.g. trade secrets, patents, trademarks and copyrights), as well as business or marketing plans, scientific and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports. Protection of the Company's proprietary information is essential to maintaining competitive advantage in the market. Unauthorized use or distribution of such information would violate Pernix policy and could also be illegal and could result in civil or even criminal penalties.

Additionally, Pernix personnel are expected to respect the proprietary information rights of third parties, such as other companies. Unauthorized use, theft or misappropriation of third-party intellectual property or protected information could also be illegal and result in significant fines, lawsuits, or other civil and criminal penalties for the Company and you. Please contact the Legal or Compliance Department if you have any questions or concerns.

Any suspected incident of fraud, theft or misuse of Company or third party assets must be promptly reported to your supervisor and/or to the Compliance, Legal or Human Resources Departments or anonymously through the Pernix AlertLine.

FAQ

Not necessarily. You may use the Internet for personal tasks as long as it's infrequent and does not interfere with your job performance.

Yes, any suspected incident of misuse, fraud, or theft of Pernix assets should immediately be reported for investigation.

19 | Page    

The federal securities laws require Pernix to disclose certain information in various reports that the Company must file with or submit to the SEC. In addition, from time to time, Pernix makes other public communications, such as issuing press releases.

Pernix expects all persons that are involved in the preparation of SEC reports or other public documents to ensure that the information disclosed in those documents is complete, fair, accurate, timely and understandable.

To the extent that you reasonably believe that questionable accounting or auditing conduct or practices have occurred or are occurring, you should promptly report those concerns to your supervisor, the Legal Department, the Chair of Pernix's Audit Committee or anonymously through the Pernix AlertLine.

Insider Trading

The use or sharing of confidential information for stock trading purposes or for any other purpose, except the conduct of the Company's business, is strictly prohibited. All non-public information about Pernix should be considered confidential information until it has been adequately disclosed to the public. Trading in the securities of other companies about which you learn material, non-public information through the course of relationship with, or service to, Pernix is also prohibited.

" Material non-public information " includes information that is not available to the public at large that could affect the market price of Pernix securities or another company's securities and that a reasonable investor would consider important in deciding whether to buy, sell or hold the securities. To use material non-public information for personal financial benefit or to "tip" others who might make an investment decision on the basis of this information is not only unethical, but also illegal, and could result in criminal prosecution, in addition to the termination of your relationship with the Company. Pernix personnel are required to comply with Pernix's policy on insider trading. Questions regarding Pernix's insider trading policy or as to whether information should be considered to be material and non-public should be promptly directed to the Legal Department.

FAQ

No, to use such information for personal financial benefit or to "tip" others who might make an investment decision on the basis of it, is unethical, illegal, and could result in criminal prosecution, and termination of your employment.

20 | Page    

During the course of business activities, you may learn the identity of a patient/study subject or other personal medical information. Any personal medical information that you learn about must be kept confidential at all times, both inside and outside the workplace. The disclosure of confidential medical information is strictly prohibited by law in most countries. Therefore, please contact the Legal Department if you become aware that, or have reason to believe that, confidential patient personal information has been inappropriately disclosed.

FAQ

No, viewing patient information or medical data under these circumstances is prohibited by Pernix's policies and by law and is contrary to patients' expectation of confidentiality and privacy

Record-Keeping

Pernix requires honest and accurate recording and reporting of information in order to make responsible business decisions and to comply with the law. For example, employees who must report their hours worked should only report the true and actual number of hours worked (whether for purposes of individual pay or for purposes of reporting such information to customers).

Many Pernix employees regularly use business expense accounts, which must be documented and recorded accurately in accordance with the Company's travel and expense policies. If you are not sure whether you may seek reimbursement for a certain expense, ask your supervisor or the Finance Department.

All of Pernix's books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect Pernix's transactions and must conform both to applicable legal requirements and to Pernix's system of internal controls. Unrecorded or "off the books" funds or assets should not be maintained unless expressly permitted by applicable law or regulation and the Principal Accounting Officer and Corporate Controller is informed in writing and expressly agrees to the maintenance of such funds or assets. If the Principal Accounting Officer and Corporate Controller does agree to such an arrangement, they must inform and receive the approval of the Chair of the Audit Committee before such an arrangement can be effectuated.

Business records and communications (including internal or external e-mails) very often become public, therefore, you should avoid exaggeration, derogatory remarks, guesswork or inappropriate characterizations of people and companies that can be misunderstood or misconstrued. This policy applies equally to e-mail, internal memos and formal reports. You should always remember that writings or images on your computer screen, screen savers, and pictures or videos you retain or view on your computer screen must comply with the Company's policies including, without limitation, harassment and discrimination.

21 | Page    

Company records should always be retained or destroyed according to Pernix's record retention policies. In accordance with those policies, in the event of litigation or governmental investigation, the deletion or alteration of any e-mail that is directly or indirectly related to the subject of the litigation or investigation is prohibited, as is any action that could be construed as an effort to obstruct the litigation or investigation. Pernix personnel found to have violated this policy could be subject to civil and criminal penalties, as well as company discipline up to and including termination of their relationship with the Company.

Pernix's document retention program was prepared in a manner intended to ensure that Company records are maintained, stored, and, when appropriate, destroyed in accordance with Pernix needs and in compliance with applicable legal, regulatory, environmental, tax, employment and trade requirements. Pernix personnel are expected to be familiar with the specific requirements applicable to their duties.

Note that regular document destruction must stop immediately upon notice of a legal request to preserve such documents or if the General Counsel or outside counsel has issued a document hold notice. If uncertain whether a document has been placed under a "legal hold," preserve and protect that document and contact the Legal Department for clarification.

Confidentiality and Non-Solicitation

Information that we create and collect about Pernix products and its business is proprietary to Pernix. Confidential Information entrusted to you by Pernix must be protected and not disclosed to third parties, except when disclosure is authorized by Pernix's established written policies, the Legal Department or required by laws or regulations. " Confidential Information " includes all non-public information that might be of use to competitors, or harmful to Pernix, if disclosed, as well as information that suppliers and other business partners have entrusted to us, such as marketing plans, sales data, clinical and medical data, research, development, and commercial strategies, customer lists and records, manufacturing processes, business development opportunities and trade secrets. The obligation to preserve confidential information continues even after the conclusion of your relationship/employment with Pernix.

Pernix employees and Affiliates are required to execute certain agreements with the Company in order to protect its Confidential Information, as well as its business interests. Please contact the Legal Department or the Human Resources Department if you require a copy of your executed agreement(s) or if you do not recall signing such an agreement when you began your employment or the commencement of services to Pernix. As part of our effort to protect the Company's business interests, Pernix employees may not solicit other Pernix employees during their employment with Pernix and for one (1) year after their separation from Pernix.

22 | Page    

Social media refers to digital communications that enable persons to create and share opinions, experiences, insights, content, and to post comments. All Pernix personnel must use social media responsibly and comply with all Company policies when doing so. All communications, even in personal activities on social media, must be developed in consciousness of the fact that personal conduct and comments may impact the public's view of Pernix. When appropriate, applicable disclaimers must be used.

Please be alert to reporting obligations regarding AE reporting procedures. Also, be careful not to reveal Confidential Information when engaging in social media activities.