Exhibit 14.1

PRIMUS THERAPEUTICS, INC.

Code of Ethics

1.     Introduction

The Board of Directors of Primus Therapeutics, Inc. has developed and adopted this Code of Ethics (this “Code”) to deter wrongdoing and to promote:

• Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

• Full, fair, accurate, timely and understandable disclosure in the Company’s annual and quarterly reports and in other public communications made by the Company;

• Compliance with applicable governmental laws, rules and regulations;

• The prompt and internal reporting to an appropriate person or persons identified in this Code of violations of this Code; and

• Accountability for adherence to this Code.

This Code applies to all directors, officers and employees of the Company, including, but not limited to, the chief executive officer, the chief financial officer, the principal accounting officer or controller of the Company, and persons performing similar functions (who are collectively referred to as the “Senior Financial Officers”).

The Human Resources Department is responsible for distributing this Code to all employees. It is the responsibility of the directors, the executive officers, the Senior Financial Officers and each Department Head to demonstrate both in actions and words the importance of this Code to all officers and employees under their supervision.

Please take the time to read this Code carefully, since you are responsible for knowing and understanding its contents. If you need more information or have any questions, contact the Human Resources Department of the Company via telephone at [ ].

2.     Legal Compliance

Maintaining the Company’s reputation as a premier institution and a good corporate citizen demands that you conduct the Company’s business in full compliance with all applicable federal, state and local laws and regulations, all rules of the Nasdaq Capital Market or other self-regulatory organizations applicable to the Company, and the provisions of this Code. These laws, rules and regulations are extensive and this Code does not attempt to identify all of the laws that govern the conduct of the Company’s business. Some of the specific areas with which employees are expected to comply, to the extent applicable, include, but are not limited to:

• Federal and state securities laws;

• Federal and state privacy and intellectual property laws;

• Laws prohibiting employment discrimination;

• Anti-trust and similar laws;

• Foreign corrupt practice laws;

• Restrictions on exports of goods and services; and

• Limitations on political contributions.

Many resources are available to you to become familiar with the laws, rules and regulations that apply to your scope of responsibility within the Company. From time to time, the Company may conduct training and issue manuals, policies, procedures and guidelines, which outline appropriate legal procedures to be followed. You are expected to read these materials and become familiar with their content.

3.     Conflicts of Interest

Members of the Company’s Board of Directors have a special responsibility because our Directors are prominent individuals with substantial other responsibilities. To avoid conflicts of interest, Directors are expected to disclose to their fellow Directors any personal interest they may have in a matter that comes before the Board and to recuse themselves from participation in any decision in which there is a conflict between their personal interests and the interests of the Company.

The following guidelines apply to all employees of the Company:

Employees of the Company are expected to conduct all of their business affairs ethically and honestly and with the highest sense of integrity. This requires you to ensure that your business dealings on behalf of the Company are never influenced by - or even appear to be influenced by - your own personal interests.

The Company has adopted the following guidelines to protect both the Company and employees against conflicts of interest, and from situations that create an appearance of a conflict of interest. Since conflicts of interest are not always clear-cut, you should discuss with the Chief Financial Officer any question about any situation, transaction or relationship that reasonably could give rise to an actual or apparent conflict of interest.

Please note that a conflict of interest can be created by your own actions or by the actions of anyone acting on your behalf, including members of your immediate family, household, or others with whom you have a committed or similarly close relationship. This policy will refer to such persons as “Family and Close Relations”. Because no two situations are alike, you should contact the General Counsel or the Chief Financial Officer of the Company if you have any questions about the applicability of these guidelines to a specific family or personal relationship.

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4.     Financial Reporting

As a public company it is of critical importance that the Company’s filings with the Securities and Exchange Commission and other public disclosures be accurate and timely. Depending on his or her position with the Company, an employee may be called upon to provide information to assure that the Company’s public reports are complete, fair and understandable. The Company expects all of its personnel to take this responsibility very seriously and to provide prompt and accurate answers to inquiries related to the Company’s public disclosure requirements.

Senior financial officers have the primary responsibility for ensuring that the disclosure in the Company’s periodic reports is full, fair, accurate, timely and understandable. Therefore, senior financial officers are required to familiarize themselves with the disclosure requirements applicable to the Company as well as the business and financial operations of the Company. Senior financial officers are responsible for adequately supervising the preparation of the financial disclosures in the periodic reports filed by the Company Therefore, to the best of their ability, senior financial officers shall:

• Promptly disclose to the Company’s General Counsel or the Chairman of the Audit Committee, any transaction, relationship or circumstance that reasonably could be expected to create a conflict of interest between personal and professional relationship, or the appearance of such a conflict; and

• Provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities & Exchange Commission and in other public communications made by the Company;

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In the performance of their duties, senior financial officers and other Company employees are prohibited from knowingly misrepresenting facts. A Company employee will be considered to have knowingly misrepresented facts if he or she knowingly (1) makes, or permits or directs another to make, materially false or misleading entries in an entity’s financial statements or records; (2) fails to correct materially false and misleading financial statements or records; (3) signs, or permits another to sign, a document containing materially false and misleading information; or (4) falsely responds, or fails to respond, to specific inquiries of the Company’s internal or external auditors.

5.     Waivers

The Company expects that all of its directors, officers and employees will strictly adhere to this Code. Notwithstanding the foregoing, there may be special circumstances under which the Company may elect to waive a particular provision of this Code for a limited purpose. Waivers of this Code for any employee of the Company other than officers or directors of the Company may only be made by the Chief Financial Officer of the Company. Any waiver of this Code for officers or directors of the Company may only be made by the Board of Directors of the Company and must be promptly disclosed, to the stockholders of the Company and to appropriate regulators, if and as required by applicable law or rules of the American Stock Exchange or other self-regulatory organization then applicable to the Company. For the purpose of this section of the Code, the term “officer” shall mean those officers covered in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended.

6.     Responsibilities for Compliance

Where a director, officer, or employee believes or determines that an actual, potential, or apparent violation of this Code exists he or she must promptly report it in writing, on an anonymous basis if so desired, to the Company's General Counsel or Chief Financial Officer. Complaints will be promptly investigated. Actual, potential or apparent violations involving accounting or auditing matters will be investigated by an appointed delegate of the Audit Committee pursuant to the Audit Committee’s written procedures.

Full and timely disclosure of the facts will help meet your responsibilities under this Code and will enable the Company to maintain the highest ethical standards. No officer, director, or employee will be discharged, threatened, or discriminated or retaliated against because the person or someone else acting on his or her behalf makes a good faith disclosure concerning another officer, director, or employee. Officers, directors and employees are obliged to cooperate with investigations into Code violations and must always be truthful and forthcoming in the course of any such investigations.

Any director, officer or employee who has a good-faith belief that he or she has been harassed, discharged, threatened, discriminated against or otherwise retaliated against because of a disclosure of securities law violations or fraudulent activity in violation of this Code, or because of assistance in an investigation, should promptly bring his or her complaint of retaliation to the attention of the Ethics Officer (or directly to the Chief Financial Officer or the Audit Committee of the Company in the absence of an Ethics Officer or in the case where you reasonably believe that the Ethics Officer is involved in the retaliation). The Ethics Officer (or such other duly appointed designee) will have authority to investigate any such claim of retaliation and, if retaliation has occurred, to promptly recommend corrective action.

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7.     Consequences of Violations

Violations of any provision of this Code, including retaliation against someone who has made a complaint of a violation, may result in disciplinary action including termination of employment or other relationship with the Company. In addition, certain violations could result in the imposition of civil and/or criminal sanctions. Illegal actions on the part of persons covered by this Code will be reported to the appropriate authorities.

Adopted by the Board of Directors on November 15, 2010

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