Arrowhead Research Corp – ‘8-K’ for 3/31/04 – EX-14

On:  Tuesday, 4/6/04, at 4:11pm ET   ·   For:  3/31/04   ·   Accession #:  1015402-4-1376   ·   File #:  0-21898

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4     19K 
 2: EX-14       Material Foreign Patent                               10     37K 

EX-14   —   Material Foreign Patent
Exhibit Table of Contents

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ARROWHEAD RESEARCH CORPORATION
 CODE OF CORPORATE CONDUCT

Arrowhead  Research Corporation ("Arrowhead") strives to conduct its business in
accordance  with  the  highest  ethical  standards  and  in  compliance with all
applicable governmental laws, rules and regulations.  Arrowhead believes that is
imperative  that  its  officers,  directors and employees act at all times in an
honest  and  ethical  manner in connection with their service to Arrowhead.  The
principles  of integrity, accountability and fair dealing are the cornerstone of
Arrowhead's  business,  and  are  critical  to  its  future  success.           

The  following  information  constitutes  Arrowhead's Code of Corporate Conduct,
which  applies to all Arrowhead officers, directors and employees.  This Code of
Conduct  is  intended  to  meet  the requirements for a code of ethics under the
Sarbanes-Oxley  Act  of  2002  and NASDAQ listing standards, and is specifically
applicable  to  Arrowhead's principal executive officer, principal financial and
accounting  officer  and controller or persons performing similar functions. Any
waiver  of  this  Code  of  Corporate  Conduct  for any of Arrowhead's executive
officers  or  directors  may  be made only by the Board of Directors and must be
promptly  disclosed  to  stockholders,  as  required  by  applicable  law.      

All references to "Arrowhead" or the "Company" in this Code of Conduct should be
read to include Arrowhead's subsidiaries.  This Code of Corporate Conduct cannot
anticipate every possible situation or cover every topic in detail.  If you have
a  question about a topic covered in this Code of Corporate Conduct or a concern
regarding  any  illegal  or  unethical  conduct,  please  contact your immediate
supervisor.  If  you  are  uncomfortable talking with your immediate supervisor,
you  may  contact  any  member of Arrowhead's senior management with concerns or
questions  regarding  this  Code  of  Corporate  Conduct.                       

I.     COMPLIANCE  WITH  APPLICABLE  LAWS                                       

Arrowhead  is committed to conducting its business in strict compliance with all
applicable  governmental  laws, rules and regulations, including but not limited
to  laws,  rules  and  regulations  related to securities, labor, employment and
workplace  safety  matters.  All Arrowhead officers, directors and employees are
expected  at  all  times  to  conduct their activities on behalf of Arrowhead in
accordance  with  this  principle.  Any  violation  of applicable laws, rules or
regulations  by  an  Arrowhead  employee, officer or director should be reported
immediately  to  Arrowhead's  General  Counsel  or another member of Arrowhead's
senior  management.                                                             

As  a  public  reporting company, we are subject to regulation by the Securities
and  Exchange Commission ("SEC") and compliance with Federal securities laws and
regulations,  as  well  as  state  and  local laws.  Arrowhead insists on strict
compliance  with  the  spirit  and  the  letter  of  these laws and regulations.

II.     CONFLICTS  OF  INTEREST                                                 

A "conflict of interest" exists any time employees, officers or directors face a
choice  between  what is in their personal interest (financial or otherwise) and
the  interest  of  Arrowhead.  A                                                

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conflict  of  interest  also  exists when an employee, officer or director takes
actions  or  has  interests that make it difficult to perform effectively his or
her  duties  on  behalf of Arrowhead.  When a conflict of interest arises, it is
important  that  employees act with great care to avoid even the appearance that
their  actions  were not in Arrowhead's best interests.  This obligation applies
to both business relationships and personal activities.  If you find yourself in
a  position  where  your  objectivity  may  be  questioned because of individual
interest or family or personal relationships, notify Arrowhead's General Counsel
immediately.                                                                    

PERSONAL  BUSINESS  RELATIONSHIPS  AND  ACTIVITIES                              

Arrowhead's  employees,  officers and directors must plan personal relationships
and  business  affairs  so  as  to avoid situations that might lead to actual or
perceived  conflicts  between  the  self-interest  of such individuals and their
obligations  and  duties  to  Arrowhead  and  its  stockholders.  Any  financial
interest  held  by  an  Arrowhead  employee,  officer or director in a financial
institution  or  other  entity  with whom Arrowhead has business dealings, or an
Arrowhead  competitor  (other  than interests of less than 2% of the outstanding
securities  of  competitors  whose  securities  are  publicly  traded)  must  be
disclosed  to  and  approved  in  advance  by  Arrowhead's  Board  of Directors.

Conflicts  of  interest  also  arise  when  an  Arrowhead  employee,  officer or
director,  or  a  member  of  his or her family, receives improper benefits as a
result  of  his  or her position with Arrowhead.  An example of such an improper
benefit  would  be  a  loan  or  loan  guarantee  from  Arrowhead  or any of its
subsidiaries to any Arrowhead employee, officer or director.  Such loans or loan
guarantees,  as  well  as other similar conflicts of interest, are prohibited by
this  Code  of  Corporate  Conduct.                                             

Arrowhead's  Board  of  Directors  will  determine  if a proposed transaction or
relationship would involve a conflict of interest. If it is appropriate to grant
an exception from this Code of Corporate Conduct, the exception will be promptly
disclosed  to  the  public  as  required  by  applicable  law  and  regulation. 

ORGANIZATIONAL  RELATIONSHIPS                                                   

Arrowhead  employees,  officers  and  directors  may  not:                      

-    Acquire  a  direct  or  indirect  financial interest in the business of any
     financial  institution  or  other  entity  with whom Arrowhead has business
     dealings,  or  an  Arrowhead competitor (other than de minimus interests of
     less  than 2% of the outstanding securities of competitors whose securities
     are  publicly  traded) unless such interest is disclosed to and approved in
advance  by  Arrowhead's  General  Counsel.                           

-    Enter  into a business relationship on Arrowhead's behalf with an immediate
     family  member  or  with  a  company  that the employee or immediate family
     member  has  a  substantial  financial interest unless such relationship is
     disclosed  to  and  approved  in advance by Arrowhead's Board of Directors.
     Immediate family member includes the employee's spouse or domestic partner,
the  employee's  and/or  the  employee's  spouse's                    

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or  domestic  partner's  grandparents,  parents,  siblings,  children,
grandchildren,  aunts,  uncles,  nephews  and  nieces.                

-    Accept,  directly  or indirectly, anything (including gifts) of a nature or
     value  that  could create the appearance that the person providing the gift
     is  receiving  or  will  receive favorable prices, terms, and conditions of
     sale, purchase orders, or other preferential treatment from Arrowhead. This
    extends  to  financial  institutions,  vendors,  entities  or  individuals
     currently  doing  or seeking to do business with Arrowhead or any Arrowhead
entity.                                                               

-    Participate  in other employment (including self-employment) or serve as an
     officer,  director,  partner  or  consultant for other organizations unless
     such  activity is disclosed to and approved by Arrowhead's General Counsel.
     Such  activity  is prohibited under any circumstances if it interferes with
     your ability to act in the best interests of Arrowhead, requires you to use
     proprietary,  confidential  or non-public information, procedures, plans or
   techniques  of  Arrowhead,  or  creates  an  appearance  of  impropriety.

CORPORATE  OPPORTUNITIES                                                        

Arrowhead's employees, officers and directors owe a duty to Arrowhead to advance
its legitimate interests when the opportunity to do so arises.  For this reason,
such  persons  are  prohibited  from  taking  "corporate  opportunities"  for   
themselves.  Accordingly,  Arrowhead's  employees,  officers  and  directors are
prohibited,  without  the  prior consent of Arrowhead's Board of Directors, from
(i)  taking  for themselves personally opportunities that are discovered through
the  use  of Arrowhead property, information or position, or (ii) competing with
Arrowhead.  Such  persons  are  also  prohibited  from using Arrowhead property,
information  or  position  for  personal  gain.                                 

III.     COMMUNICATION  OF  FALSE  OR  DEROGATORY  INFORMATION                  

The  communication  of false or derogatory information about Arrowhead, entities
with whom it has business dealings or employees is also a violation of corporate
policy,  federal  and  state  law  and  possibly  laws  of  other jurisdictions.

Arrowhead  has  business relationships and other involvements and communications
with  financial  institutions,  investors,  suppliers,  vendors,  and government
authorities.  In  all  interactions  and  communications,  Arrowhead  employees,
officers,  and  directors  must  always  be  truthful  and:                     

-    Never  make dishonest statements, misrepresentations or statements intended
to  mislead  or  misinform.                                           

-    Always  respond  promptly  and  accurately  to  requests for information or
     documents  from  government  agencies. These requests should immediately be
     brought  to  the  attention  of  Arrowhead's General Counsel and authorized
prior  to  providing  documentation  to  outside  parties.            

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-    Direct  all  media  requests  for  information  or  statements to Arrowhead
Investor  Relations.                                                  

-    Apply  the  same  principles  of  honesty  to  all  aspects  of  internal  
communications  and  record  keeping.  Falsification,  alteration,  or
     unauthorized  destruction  of  any  document,  or  misrepresentation of any
     information  could result in termination of employment, as well as referral
to  appropriate  authorities.                                         

All  documents  whether originals, drafts, or duplicates, including all computer
files,  disk  drives, hard disks, floppy disks, CD-ROMs, or any other media must
be  retained  in  accordance  with  applicable law and Arrowhead's policies with
respect  to  retention  and  preservation  of  documents.  No  document  may  be
destroyed,  altered,  or  removed  from  any  file or premise in which it is now
stored  without  prior  approval.                                               

IV.     FAIR  DEALING                                                           

Arrowhead  expects  its  employees,  officers  and directors to deal fairly with
Arrowhead's  financial institutions, suppliers, vendors, competitors, agents and
employees,  to  base  business  relationships  on  lawful,  efficient  and  fair
practices  and  to  use  only  ethical  practices  when  dealing  with actual or
potential  financial  institutions,  vendors, competitors, agents, employees and
other  parties.  It  is  the  obligation  of every Arrowhead employee to conduct
business  in  a  manner  that  avoids  even  the  appearance of ethical or legal
impropriety  and  is  consistent  with  all  applicable  laws  and  regulations.
Specifically,  no  Arrowhead  employee, officer or director should do any of the
following:                                                                      

-    Give  or  accept  anything of value from any current or potential financial
     institutions,  supplier  or  vendor  as  an inducement for or in return for
business  or  preferential  treatment;  or                            

-    Take  advantage  of  any  financial  institution,  supplier,  competitor or
employee  through  manipulation,  concealment,  abuse  of  privileged 
     information,  misrepresentation  of  material  facts,  or  any other unfair
business  practice.                                                   

V.     CONFIDENTIAL  INFORMATION                                                

All  Arrowhead  employees,  officers  and directors are required to maintain the
confidentiality of all non-public information (including electronic information)
that  they  receive  or  have  access to during their employment or service with
Arrowhead,  except  when  disclosure  is  authorized  or legally mandated.  This
obligation  applies  not  only  to confidential information about Arrowhead, but
also  to  confidential  information about its financial institutions, suppliers,
business  partners  and  employees.  You  are  also  prohibited  from disclosing
confidential  information  that  you obtained at a previous employer, including,
but  not  limited  to,  trade  secrets.                                         

During  and  following  your  employment at Arrowhead, you shall not directly or
indirectly  publish, disclose, describe or communicate confidential information,
or  authorize  anyone  else  to  do  so  for  any  purpose other than legitimate
corporate  purposes.  Even  within  Arrowhead,  you                             

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shall  only  disclose  confidential  information  to  those employees who have a
business-related "need to know". You are responsible for avoiding the release of
nonpublic  information.  Should  you  have  any  questions  regarding  your     
confidentiality  obligations, you should seek guidance from Arrowhead management
or  Arrowhead's  General  Counsel.                                              

VI.     INSIDE  INFORMATION  AND  SECURITIES  TRADING                           

In  the  course  of your relationship with Arrowhead, you may receive non-public
information  about Arrowhead, its customers, suppliers, licensees or acquisition
targets.  It  is a violation of federal law, and prohibited by Arrowhead policy,
for any Arrowhead employee, officer or director to purchase or sell Arrowhead' s
securities  based  on  knowledge  of  material  non-public  information.  This  
prohibition  extends  to  any  trading  in  the securities of any of Arrowhead's
customers,  suppliers,  licensees  or  other entities with which Arrowhead has a
business  relationship  while  in  possession  of material nonpublic information
learned  in  the  course  of  your  employment  with  Arrowhead.                

"Material" information is information of such importance that it can be expected
to  affect  the judgment of investors as to whether or not to buy, sell, or hold
the  securities  in question. "Nonpublic" means it is not generally available to
the  public.  Examples  of  material  nonpublic information include, but are not
limited  to,  financial  results,  projections  of  future  earnings  or losses,
significant  litigation exposure due to actual or threatened litigation, news of
a  pending  or  proposed  acquisition  or  merger,  corporate  partnerships,    
acquisitions  or  strategic  alliances,  news  of the disposition of assets, new
equity  or  debt  offerings,  changes  in  senior  management.                  

Arrowhead  prohibits  "insiders"  from  disclosing  or  trading  on  "inside    
information"  and further requires all directors, officers and certain employees
of  Arrowhead  to  obtain  approval  from  Arrowhead's  General Counsel prior to
trading  in  Arrowhead  securities.  Those  persons  who  are  subject  to  this
requirement  are  identified  in  Arrowhead's  Insider Trading Policy and may be
obtained  from  Arrowhead's  General Counsel.  EMPLOYEES, OFFICERS AND DIRECTORS
ARE  EXPECTED  TO  HAVE  READ  AND  BE FAMILIAR WITH ARROWHEAD'S INSIDER TRADING
POLICY,  AND  TO  COMPLY  FULLY  WITH  ITS  RULES AND GUIDELINES.  All questions
regarding  securities trading should be directed to Arrowhead's General Counsel.

VII.     FINANCIAL  REPORTING  AND  ACCURACY  OF  COMPANY  RECORDS              

As  a public company, Arrowhead is required by law to make full, fair, accurate,
timely and understandable disclosure in the reports and documents that Arrowhead
files  with,  or  submits  to  the SEC and in all other public communications it
makes.                                                                          

In  order for Arrowhead to comply with its public disclosure obligations, it has
adopted  the  following  principles:                                            

-    Business  transactions  must  be  properly authorized and be completely and
     accurately  recorded  on  Arrowhead's  books and records in accordance with
  generally  accepted  accounting  practices,  and  established  Arrowhead
financial  policy.                                                    

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-    Each  Arrowhead  employee,  officer  and director must help to maintain the
     integrity  of  Arrowhead's  record  keeping  and  reporting  systems and is
     responsible  for  maintaining  complete  and  accurate  records, accounting
entries  and  classifications.                                        

-    Arrowhead  employees,  officers  and directors are expected to comply fully
     and  accurately  with  all  audits,  requests for special record keeping or
     retention  of  documents,  documents or other material from or on behalf of
     Arrowhead' s auditors, Arrowhead's General Counsel or Arrowhead management.

-    Each employee is responsible for maintaining complete and accurate records,
     accounts,  entries  and classifications and for accuracy in expense account
   vouchers  reflecting  legitimate  business  expenses.  Misapplication  or
     improper  use  of  corporate funds or property or false entry to records by
     employees or others must be reported to Arrowhead's General Counsel and may
result  in  discipline  up  to  and  including  termination.          

VIII.     INTELLECTUAL  PROPERTY                                                

Arrowhead's name, logo, formulae, inventions, trade secrets, business, marketing
and  financial plans, databases, records, unpublished financial data and reports
and  other  intellectual  property  are  valuable  assets of Arrowhead and their
protection  is critical to our success.  Arrowhead expects others to respect its
intellectual  property rights and expects its employees, officers, and directors
and  agents  to  respect  the intellectual property rights of others.  The rules
with  respect to trademark, trade secret, patent and copyright laws are complex,
so  you  should  seek  advice  from  Arrowhead's  outside  legal  counsel if any
questions  should  arise.                                                       

All  intellectual  property  including,  but  not  limited  to,  trade  secrets,
inventions, technical innovations, plans, products, discoveries and systems that
any  employee  designs or conceives while employed at Arrowhead which relates to
Arrowhead  business  must  be disclosed to Arrowhead and, at Arrowhead's option,
shall  become  the  sole  property  of  Arrowhead.                              

Without  limitation,  all  Arrowhead  employees,  officers  and  directors  are 
responsible  for  understanding  the  following  types  of intellectual property
rights  and  taking  the  listed  steps  to  protect  such  rights:             

COPYRIGHTS  protect works like articles, drawings, photographs, video, music and
software  and  generally  prohibit  unauthorized copying or downloading of these
works.                                                                          

-    Do  not copy these materials without first determining that the company has
     obtained permission from the copyright holder or that other limited copying
is  legally  permitted.                                               

-    Consult  with  Arrowhead's  General  Counsel  if  you  have  questions.    

-    Do  not  copy  or  distribute  software  or  related  documentation without
reviewing  the  license  agreement.                                   

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TRADEMARKS  AND  SERVICE MARKS are words, names and symbols which help consumers
recognize  a  product  or  service and distinguish it from those of competitors.
Our  name  and  logo  and  those  of our subsidiaries are among Arrowhead's most
valuable  assets.  The  use  of  Arrowhead's  or its subsidiaries' trademarks or
service  marks  must  be  properly  authorized  or  licensed.                   

-    Requests  for use of the name, service marks and trademarks of Arrowhead or
its  subsidiaries  are  reviewed  by  Arrowhead's  General  Counsel.  

-    Do  not  use  a third party's trademark or service mark without permission.

PATENTS  permit  inventors to exclude others from making, using or selling their
inventions.  Report any unauthorized use of the patents held by Arrowhead or its
subsidiaries.                                                                   

-    Only use inventions patented by third parties within the terms of a license
agreement.                                                            

A  TRADE SECRET is valuable information that creates a competitive advantage for
Arrowhead or its subsidiaries by being kept secret. Examples include information
about  customers, like their buying patterns and needs; and financial, planning,
marketing  and  strategic  information  about  Arrowhead's  current  and  future
business  plans.                                                                

-    Treat as trade secrets and keep confidential all commercially sensitive and
     important  business  information  of Arrowhead and its subsidiaries and all
     similar  information  of  other  companies  and  persons that Arrowhead has
received  under  a  confidentiality  agreement.                       

If  you  observe  practices  that are inconsistent with these directives, please
contact  Arrowhead's  General  Counsel.                                         

IX.     DEALINGS  WITH  PUBLIC  OFFICIALS  AND  GOVERNMENT  ENTITIES            

Arrowhead also expects employees to base relationships with public officials and
government  entities  on  lawful,  efficient  and fair practices and to use only
ethical  practices  when  dealing  with  these  and  other  parties.  It  is the
obligation  of  every  Arrowhead  employee  to conduct business in a manner that
avoids  even the appearance of impropriety and is consistent with all applicable
laws  and  regulations.                                                         

Do  not  directly  or  indirectly  promise,  offer  or  make payment in money or
anything  of value to anyone, including a government official, agent or employee
of  a  government,  political  party, labor organization or business entity or a
candidate  of  a  political  party, with the intent to induce favorable business
treatment or to improperly affect business or government decisions.  Pay special
attention  to  the  treatment  of public officials and employees of governmental
agencies whose conduct with respect to gifts and meals is controlled by laws and
regulations  which  must  be  complied  with  at  all  times.  These  laws  and 
regulations are complex and can vary from country to country - and even within a
country  (e.g.  local  versus  national  officials).                            

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Arrowhead  employees  involved  in sales or other transactions with governmental
customers  should  take  steps  to ensure that such transactions comply with all
applicable  laws  and  regulations and avoid even the appearance of impropriety.
Contact  Arrowhead's  General  Counsel  with  specific  questions or situations.

X.     USE  OF  COMPANY  RESOURCES                                              

OWNERSHIP  OF  COMPANY  PROPERTY                                                

Arrowhead's  property, including but not limited to its communication equipment,
facilities,  computers, software, e-mail, voice mail, conferencing equipment and
office  supplies  is owned by Arrowhead or operated on its behalf to advance its
business  strategy  and objectives.  Arrowhead's company property is in place to
enable  its  employees  to  perform  business-  related duties required by their
positions.  The  use  of  company property is for the sole purpose of conducting
business-related  tasks.                                                        

A  limited  exception to the "business-only" rule is when conducting "incidental
personal  business"  and  is  consistent  with  the  following  guidelines:     

-    Is  limited  in  duration  or  extent.                                     

-    Does  not  detract from the user's attention to or completion of job duties
or  job  performance.                                                 

-    Does  not  subject  Arrowhead  to  any  significant  incremental  cost.    

-    Is  not  used  to  unlawfully  obtain, copy, download, distribute software,
electronic  files,  or  other  materials  protected  by  copyright.   

-    Does not otherwise violate this Code of Corporate Conduct including but not
     limited  to,  provisions related to conflicts of interest and/or disclosure
of  confidential  information.                                        

COMPUTER  RESOURCES                                                             

Arrowhead  invests  in and uses computer resources (computer hardware, software,
supporting infrastructure, network connections and telecommunications equipment)
to  advance  its  business  strategy  and  objectives.                          

-    Computer  software (computer programs, databases and related documentation)
     whether purchased from a supplier or developed by Arrowhead is protected by
     copyright  and  may  also  be  protected  by  patent  or as a trade secret.
     Employees  are  expected to strictly follow the terms and conditions of the
    license  agreements,  including  provisions  not  to  copy  or  distribute
     materials covered by these agreements. These protected materials may not be
reproduced  for  personal  use.                                       

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-    Use  of  the  Internet  and  electronic mail should be in support of and to
 advance  Arrowhead's  business  success.  Any  personal  use  of  these
     technologies  should  not  create additional costs for Arrowhead, interfere
     with  work  duties  or  violate  any  company  policies, including policies
    related  to  defamatory,  offensive  or  threatening  messages,  gambling,
     pornography,  viruses,  chain  letters,  executable  'ready  to run" files,
     "hacking,"  etc.  All communications, data or information received, sent or
     obtained  using  Arrowhead  property  while  employed  at Arrowhead are not
     private  communications.  Unless  prohibited  by local law, the use of this
     technology,  including  electronic  mail  and  the  internet, is subject to
monitoring  by  Arrowhead.                                            

XI.     MEDIA  RELATIONS  AND  PUBLIC  INQUIRIES                                

All  communications  with the news media, regulatory agencies and other entities
by  Arrowhead  and  its  employees  are  potentially  important and reflect upon
Arrowhead's  image.  In  addition,  Arrowhead  is  subject  to  various  legal  
requirements with respect to the public dissemination of material or significant
events  related  to  its  business.  It  is  crucial  that  communications  from
Arrowhead  be  handled in a consistent manner, and that all regulatory and legal
obligations  with  respect  to  disclosure  of  information  be  fulfilled.     

Communication  with  the  news media is an important part of Arrowhead's ongoing
marketing  and  investor relations programs.  Communications with the news media
about  "material  events"  and "significant public events" should be directed to
Arrowhead's  Investor  Relations office.  All inquiries from regulatory agencies
and  all  inquiries  about  current  or  former  employees  of  Arrowhead or its
subsidiaries  should  be  directed  to  Arrowhead's  General  Counsel.  All such
communications  will  be forthright, responsible and in keeping with Arrowhead's
legal  policies  and  obligations.                                              

XII.     REPORTING                                                              

REPORTING  VIOLATIONS  AND  MAKING  COMPLAINTS                                  

Possible  violations  of  the  Code  of  Conduct should be reported immediately.
Violations of the Code of Corporate Conduct can expose individuals and Arrowhead
to  criminal  actions,  fines  and  other  serious  legal  qualifications.      

If  you observe a situation that may violate this Code of Corporate Conduct, you
should  report  it  to  Arrowhead's  General  Counsel. Employees may contact the
General Counsel to ask questions concerning or to report violations or suspected
violations  of  the  Code  of  Corporate  Conduct  or  any  law  or  regulation.

Subject to applicable law, regulation or legal proceedings, your contact will be
handled  confidentially and, to the extent possible, anonymously. Once your call
is  received,  the  information  you provide will be referred to the appropriate
Arrowhead authority and resolved as expeditiously as possible. Please understand
that  it  is  more  difficult  to  resolve  anonymous  complaints.              

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Our  General  Counsel  and  responsible  Arrowhead  management  will  treat your
information  as confidentially as possible in an effort to address your concerns
and  work  with  you  towards  resolution.                                      

In  no  event  will  adverse action be taken against you for making a good-faith
report  to  Arrowhead.                                                          

If  the  matter  involves an accounting or auditing matter, you may report it in
writing  on  a  confidential,  anonymous  basis  to  the  Chairman  of the Audit
Committee  or  contact  the  General  Counsel.                                  

NO  RETALIATION                                                                 

Employees,  officers and directors may bring their concerns forward without fear
of retribution or punishment.  Arrowhead will not retaliate against any employee
for  reporting  suspected  violations  of laws, regulations or company policies.
This means that Arrowhead will not terminate, demote, transfer to an undesirable
assignment,  or otherwise discriminate against an employee for calling attention
to  suspected  illegal  or  unethical  acts.  This  protection extends to anyone
giving information in relation to an investigation.  However, Arrowhead reserves
the  right to discipline anyone who knowingly makes a false accusation, provides
false  information  to  Arrowhead  or  has  otherwise  acted  improperly.       

XIII.     DISCIPLINE                                                            

Failure  to  follow  this  Code  of  Corporate  Conduct  can  have  substantial 
consequences.  Not  only  may  you be personally liable for the legal or ethical
violation (which may result in fines or even jail time), you may also be subject
to  disciplinary  proceedings,  including  termination.                         

XIV.     WAIVERS  OF  THE  CODE  OF  CORPORATE  CONDUCT                         

Any waiver of this Code of Corporate Conduct for executive officers or directors
may  be  made  only  by  the Board of Directors or a Board Committee and will be
promptly  disclosed as required by law or by SEC or NASDAQ regulations.  Waivers
of  this Code for a non-officer employee may be made by the President or General
Counsel  only  upon  the  employee  making  full  disclosure  in  advance of the
transaction  in  question.  The  Code  of  Corporate  Conduct  may be amended or
modified  at  any  time  by  the  Board  of  Directors.                         

XV.     ACKNOWLEDGEMENT                                                         

Employees,  officers  and  directors  will be asked annually to sign a statement
affirming  that they have read and understood this Code of Corporate Conduct and
that  they  are  in  compliance  with  the  Code  of  Corporate  Conduct.