ACURA
PHARMACEUTICALS, INC.
CODE
OF ETHICS
I.
INTRODUCTION
This
Code
of Ethics (the "Code") is established pursuant to Section 406 of the
Sarbanes-Oxley Act of 2002, which requires that the Acura Pharmaceuticals,
Inc.
(the “Company”) establish a code of ethics to apply to the Company's principal
executive officer, principal financial officer, principal accounting officer
or
controller, or persons performing similar functions (the "Designated
Officers"). In addition to the Designated Officers, the Code shall be
applicable to all employees of the Company. The purpose of the Code is to
deter
wrongdoing and to promote:
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Honest and ethical conduct, including the ethical handling of actual
or
apparent conflicts of interest between personal and professional
relationships;
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Full, fair, accurate, timely, and understandable disclosure in
reports and
documents that the Company files with, or submits to, the Securities
and
Exchange Commission and in other public communications made by
the
Company;
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Compliance with applicable governmental laws, rules and
regulations;
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The prompt internal reporting of violations of the Code to an appropriate
person or persons identified in the Code; and
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Accountability for adherence to the
Code.
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All
employees are expected to be familiar with the Code and from time to time
may be
asked to affirm their agreement to adhere to its standards.
II.
CONFLICTS
OF INTEREST
Employees
must avoid any activity or association that creates or appears to create
a
conflict between the Employee’s personal interest and the Company's
interest. For example, a possible conflict of interest exists when an
employee or a member of his or her family has a financial or other interest
in,
or seeks personal loans or services from, a company that does business with
the
Company. Employees are expected to make prompt and full disclosure in
writing to the Chairman of the Audit Committee of any potential conflict
of
interest. Any transaction in which an employee may have a conflict of
interest must be approved by the Audit Committee.
Employees
should avoid the receipt of gifts, gratuities, favors or other benefits that
might affect or appear to affect the exercise of their judgment on the Company's
behalf. Any substantial gift or favor offered by an actual or potential
client, contractor, or provider of goods or services, lender, security holder,
or other affiliate whether it be in tangible form or in the form of a service
or
individual benefit, should be refused unless acceptance of such gift or favor
has been approved by the Audit Committee. This prohibition is not intended
to apply to ordinary courtesies of business life, such as token gifts of
insubstantial value, modest entertainment incidental to a business relationship,
or the giving or receipt of normal hospitality of a social nature.
III.
ACCURATE
AND TIMELY PERIODIC REPORTS
The
Company is committed to full, fair, accurate, timely and understandable
disclosure in reports and documents that it files with, or submits to, the
Securities and Exchange Commission and in other public communications made
by
the Company. The Company expects Designated Officers to establish and
manage the Company's reporting systems and procedures with due care and
diligence and for employees to cooperate with Designated Officers to ensure
that:
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Reports filed with or submitted to the Securities and Exchange
Commission
and other public communications contain information that is full,
fair,
accurate, timely and understandable and do not misrepresent or
omit
material facts;
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Business transactions are properly authorized and completely and
accurately recorded on the Company's books and records in accordance
with
generally accepted accounting principles and the Company's established
financial policies; and,
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Retention or disposal of Company records is in accordance with
established
Company policies and applicable legal and regulatory
requirements.
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IV.
COMPLIANCE
WITH LAWS, RULES & REGULATIONS
Employees
must comply fully with all applicable laws, rules, regulations and corporate
governance standards.
V.
REPORTING
VIOLATIONS
Designated
Officers must promptly report any violations of the Code to the Chairman
of the
Audit Committee.
VI.
DISCIPLINARY
MEASURES
Designated
Officers who violate any applicable laws, rules or regulations or the Code
will
face appropriate disciplinary action, as determined by the Audit Committee,
which may include discharge.
Other
employees who violate any applicable laws, rules or regulations or the Code
will
face appropriate disciplinary action, as determined by the President or CFO
,
which may include discharge. The matter may also be referred to appropriate
governmental agencies.
VII.
AMENDMENT,
MODIFICATION AND WAIVER
The
Code
may be amended or modified by the Audit Committee. Any amendments or
modifications will be publicly disclosed in accordance with the rules of
the
Securities and Exchange Commission. The Audit Committee may waive violations
of
the Code, but any such waiver that constitutes a material departure from
a
provision of the Code will be publicly disclosed in accordance with the rules
of
the Securities and Exchange Commission.