April 12, 2013

CELATOR PHARMACEUTICALS, INC.

CODE OF CONDUCT

The reputation and integrity of Celator Pharmaceuticals, Inc. and its subsidiaries (the “Company”) is a valuable asset that is vital to the Company’s success. Each of the Company’s employees, including each of its officers, and each of the Company’s directors is responsible for conducting the Company’s business in a manner that demonstrates a commitment to the highest standards of integrity. The Company’s Code of Conduct (this “Code of Conduct”), which applies to all directors, officers, and employees of the Company (collectively referred to as “Company Personnel”), has been adopted to help Company Personnel meet these standards. Specifically, the purpose of this Code of Conduct is:

While this Code of Conduct is designed to provide helpful general principles, it is not intended to address every specific situation. Nevertheless, in every instance, Company Personnel must act honestly, fairly, and with a view towards “doing the right thing.” Therefore, dishonest or unethical conduct or conduct that is illegal will constitute a violation of this Code of Conduct, regardless of whether such conduct is specifically referenced in this Code of Conduct. This Code of Conduct also serves as the Company’s Code of Ethics under SEC rules.

The Company’s Board of Directors (the “Board”) has approved, and is ultimately responsible for the implementation of, this Code of Conduct. The Nominating and Governance Committee of the Board (the “Audit Committee”) also periodically reviews this Code of Conduct. The Board

has designated the Company’s Chief Financial Officer to be the compliance officer for the implementation and administration of this Code of Conduct (the “Compliance Officer”). Company Personnel should feel free to direct questions concerning this Code of Conduct to the Compliance Officer.

It is the policy of the Company to: (i) comply with all applicable governmental laws, rules, and regulations; including all applicable rules and standards of the SEC, the Public Accounting Oversight Board, any exchange on which the Company’s common stock is traded, the Food and Drug Administration (the “FDA”) and other regulatory bodies; (ii) expect that all Company Personnel at all times comply with this Code of Conduct; (iii) expect that all Company Personnel at all times observe honest and ethical conduct in the performance of the Company’s related responsibilities, including the avoidance of conflicts of interest; (iv) expect all Company Personnel to treat others with dignity, including other Company Personnel, stockholders, customers, and vendors; (v) expect all Company Personnel to conduct themselves in a manner to avoid even the appearance of improper behavior; and (vi) expect all Company Personnel to internally disclose any violation of this policy for appropriate action in accordance with Section X of this Code of Conduct. Additionally, the Company expects its agents, representatives and consultants to act in the Company’s best interests and in accordance with high ethical standards.

This Code of Conduct governs the business-related conduct of all Company Personnel.

A variety of laws, rules and regulations apply to the Company and its operations in the United States and, as the case may be, other jurisdictions of the world. All Company Personnel are expected to comply with all such laws and with any rules and regulations adopted under such laws. Examples of violations under these laws include:

2

Although not all Company Personnel are expected to know the details of all applicable laws, rules and regulations, it is important to know enough to determine when to seek advice from appropriate personnel. Questions about compliance should be addressed to the Compliance Officer. The Company must, and will, investigate, address, and report, as appropriate, all violations of any applicable laws, including suspected criminal violations.

In addition, the United States Foreign Corrupt Practices Act (the “FCPA”) prohibits giving anything of value, directly or indirectly, to foreign government officials or foreign political candidates in order to obtain, retain or direct business. Accordingly, corporate funds, property or anything of value may not be, directly or indirectly, offered or given by Company Personnel or an agent acting on the Company’s behalf, to a foreign official, foreign political party or official thereof or any candidate for a foreign political office for the purpose of influencing any act or decision of such foreign person or inducing such person to use his or her influence or in order to assist in obtaining or retaining business for, or directing business to, any person. Company Personnel are also prohibited from offering or paying anything of value to any foreign person if it is known or there is a reason to know that all or part of such payment will be used for the above-described prohibited actions. This provision includes situations in which intermediaries, such as affiliates or agents, are used to channel payoffs to foreign officials. The FCPA also contains significant internal accounting control and record-keeping requirements that apply to the Company’s domestic and international operations.

3

Company Personnel may have a passive investment in up to one percent of the total outstanding shares of capital stock of an entity that is listed on a national or international exchange, or quoted on the OTC Bulletin Board, or a similar quotation service, without the prior approval of the Board. If Company Personnel decide to make an investment that is greater than one percent, then the investment must be determined to be not so large financially either in absolute dollars or percentage of the total investment of such Company Personnel, that it creates the appearance of a conflict of interest. Company Personnel may invest in private businesses, with the Company’s prior approval, if the investment is not so large financially either in absolute dollars or percentage of the total investment of such Company Personnel, that it creates the appearance of a conflict of interest, as determined by the Company.

Directors of the Company who are not employees of the Company must be sensitive to situations in which they may be associated with, or have business or financial interests in, corporations, or other business entities that, from time to time, have business dealings with the Company or that may compete with the Company. Any director of the Company who has or becomes engaged in such a relationship must bring it to the attention of the full Board. If a conflict cannot be avoided, it must be managed in an ethical and responsible manner.

4

Company Personnel should deal fairly and in good faith with other Company Personnel, customers, suppliers, regulators, business partners and others. Company Personnel may not take unfair advantage of anyone through manipulation, misrepresentation, inappropriate threats, fraud, abuse of confidential information, concealment or other related conduct.

5

The Company’s assets, including facilities, materials, supplies, time, information, intellectual property, software, and other assets owned or leased by the Company, or that are otherwise in the Company’s possession, may be used only for legitimate business purposes. The obligation to protect the Company’s assets includes the Company’s proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business and marketing plans, engineering and manufacturing ideas, designs, databases, records and any non-public financial data or reports. The personal use of the Company’s assets without the Company’s prior approval is prohibited.

Company Personnel, and particularly each of the Company’s officers and other managerial employees, must exercise due care to ensure that any delegation of authority is reasonable and appropriate in scope, and includes appropriate and continuous monitoring.

Company Personnel should observe the confidentiality of information, including in accordance with laws that protect patient health information, that they acquire by virtue of their employment by or affiliation with the Company, including information concerning customers, distributors, patients, clinical trial participants, vendors, competitors, and other Company Personnel, except where disclosure is approved by the Company or otherwise legally mandated. Of special sensitivity is financial information, which should under all circumstances be considered confidential except where its disclosure is approved by the Company, or after two full business days following its disclosure in a press release or a report filed with the SEC. In addition, Company Personnel must safeguard proprietary information, which includes information that is not generally known to the public and has commercial value in the Company’s business. Proprietary information includes, among other things, software programs, source and object codes, trade secrets, ideas, techniques, inventions (whether patentable or not) and other information relating to scientific research, product designs, algorithms, research and development, and clinical trial results. Proprietary information also includes information relating to marketing, pricing, customers, and terms of compensation for Company Personnel, communications to, from and with the FDA and other governmental regulatory bodies and proprietary information of the Company’s vendors, strategic partners, and other collaborators. The obligation to preserve proprietary information continues even after employment ends. This obligation is intended to supplement and not supersede any contractual obligation between the Company and any Company Personnel.

The effective operation of the Company’s business, and the integrity of the Company’s public disclosures, is dependent on accurate business records. Company Personnel must prepare and maintain all Company records accurately and honestly. No false or misleading entries may be made in any books, records, or accounts of the Company, and no Company funds may be used for any purpose other than as described in the documents supporting the disbursement.

6

As a public company, the Company has an additional obligation to make or keep books, records, and accounts that accurately and fairly reflect Company transactions so that filings and submissions with the SEC and public communications can provide full, fair, timely, accurate, and understandable disclosure. All Company Personnel engaged in the preparation of these filings, submissions and communications must endeavor to ensure that the filings, submissions and communications meet these objectives. Depending on their duties and responsibilities, other Company Personnel may be called on to provide information to assure that the Company’s reports are complete, fair and understandable. The Company expects all Company Personnel to take this responsibility very seriously.

Company Personnel who are responsible for any aspect of the Company’s internal accounting controls and financial and tax reporting systems must be vigilant in recording entries accurately, honestly, and in a manner consistent with all legal requirements. Company Personnel who are responsible for any aspect of the Company’s internal accounting controls and financial and tax reporting systems should be familiar with and comply with the Company’s disclosure controls and procedures and its internal control over financial reporting. In particular, such Company Personnel, including the Chief Executive Officer, Chief Financial Officer and controller or persons performing similar functions, shall promptly bring to the attention of the Audit Committee any information the person may have regarding:

Company Personnel who are uncertain about proper recording of Company transactions or accounting or tax matters should consult with a superior. Company Personnel must not take any action to fraudulently influence, coerce, manipulate or mislead any auditor engaged in the performance of an audit of the Company’s financial statements.

Any questions, complaints, or concerns regarding accounting, internal accounting controls or auditing matters should be directed either to the Compliance Officer or to the Audit Committee as indicated in Section X of this Code of Conduct. You may choose to submit such questions, complaints or concerns anonymously, as described in Section X.

7

In writing, via email or by telephone, to:

Richard Kollender

Cira Centre

2929 Arch Street

Philadelphia, PA 19104-2868

rkollender@quakerpartners.com

(215) 988-6814

In addition, questions, complaints or concerns regarding accounting, internal accounting controls or auditing matters may alternatively be submitted anonymously to the Audit Committee as follows:

Toll-free telephone number: (800) 770-1807

From outside of the U.S.: (203) 227-1908

Anonymous e-mail address: fraud@corporateresolutions.com

8

Requests for a waiver of a provision of this Code of Conduct must be submitted in writing to the Compliance Officer for appropriate review, and an executive officer, director, appropriate Board committee or the Board, as appropriate, will decide the outcome. For conduct involving an

9

executive officer or director, only the Board has the authority to waive a provision of this Code of Conduct. In addition, the Audit Committee must review and approve any “related party” transaction as defined in Item 404(a) of Regulation S-K, promulgated by the SEC, before it is consummated. In the event of an approved waiver involving the conduct of an executive officer or director, appropriate and prompt disclosure must be made as required by the SEC or other regulation or by applicable listing standards of the principal exchange or interdealer quotation system on which the Company’s common stock is listed.

The statements in this Code of Conduct to the effect that certain actions may be taken only with “the Company’s approval” will be interpreted to mean that the Chief Executive Officer, the Chief Financial Officer, the Compliance Officer, the Audit Committee, or the Board must give prior approval before the proposed action may be undertaken. The statements “as determined by the Company” in this Code of Conduct will be interpreted to mean that any of the Chief Executive Officer, the Compliance Officer, the Audit Committee, or the Board may make such determination, on a case-by-case basis, depending on the particular facts and circumstances.

10

This Code of Conduct should be read in conjunction with the Company’s other policy statements adopted from time to time by the Company, including the Company’s Insider Trading Policy Statement.

11

APPENDIX I

CELATOR PHARMACEUTICALS, INC.

CODE OF CONDUCT DISCLOSURE STATEMENT

As a director, officer, or other employee of Celator Pharmaceuticals, Inc., I have read and understand the Celator Pharmaceuticals, Inc. Code of Conduct, including the appendices thereto and the documents and policies referred to therein (collectively, the “Code of Conduct”), and I hereby reaffirm my agreement to comply with its terms. I hereby certify as follows:

I understand that all Disclosure Statements may be available to the Compliance Officer, the Board of Directors of the Company and its committees, and outside legal counsel. Such information shall otherwise be held in confidence, except when, after consultation with the Company’s legal counsel and Chief Executive Officer, the Company’s best interests would be served by disclosure.

Each person signing a Disclosure Statement is responsible for keeping his/her Disclosure Statement current. These statements will be kept in the Company’s corporate offices in the United States.

APPENDIX II

ANNUAL CELATOR PHARMACEUTICALS, INC.

DISCLOSURE STATEMENT

As a director, officer or other managerial employee of Celator Pharmaceuticals, Inc., I have read and understand the Celator Pharmaceuticals, Inc. Code of Conduct, including the appendices thereto and the documents and policies referred to therein (the “Code of Conduct”), and I hereby reaffirm my agreement to comply with its terms. With respect to the last 12 months, I hereby certify as follows:

I understand that all Disclosure Statements may be available to the Compliance Officer, the Board of Directors of the Company and its committees, and outside legal counsel. Such information shall otherwise be held in confidence, except when, after consultation with the Company’s legal counsel and Chief Executive Officer, the Company’s best interests would be served by disclosure.

Each person signing a Disclosure Statement is responsible for keeping his/her Disclosure Statement current. These statements will be kept in the Company’s corporate offices in the United States.