Code of Business Conduct

I. Purpose

This Code of Business Conduct (the "Policy") is intended to support the basic principles outlined in the MEDRAD Philosophy, the MEDRAD Mission Statement, The Principles for Managing and Leading and MEDRAD's Core Competencies (collectively, the "Values"). This Policy establishes MEDRAD's commitment to operate in a manner that is economically, socially and environmentally responsible. This Policy provides guidance for the ethical behavior of MEDRAD, Inc. and its subsidiaries (collectively, "MEDRAD") and their representatives in internal and external relationships and establishes a process for the administration of the Policy.

II. SCOPE

This Policy applies to all employees (full time, part time, temporary and contract), officers and directors of MEDRAD. MEDRAD expects that individuals or companies, including agents and authorized representatives, which enter into business relationships with MEDRAD will conduct their respective businesses in a manner consistent with the guidance set forth in this Policy.

III. APPLICATION

A. INTEGRITY

Integrity is to be demonstrated at all times. "Integrity" is defined in this Policy to mean honest communication in relationships with MEDRAD's external customers and supplier organizations. Decisions regarding customers and suppliers shall be made objectively, without personal favoritism, and in accordance with all other applicable MEDRAD policies. Integrity also requires that no one shall seek to gain any advantage through the improper use of payments, gifts or business courtesies although nominal gifts may be given or accepted. Entertainment and meals of nominal value with customers, current and prospective business partners and other persons may be given or accepted when such activities are part of reasonable relationship building and are within the bounds of all applicable laws and good taste. Gifts of cash or cash equivalent are prohibited, regardless of amount.

B. COMPLIANCE WITH LAWS AND MEDRAD POLICIES

It is MEDRAD's desire to obey all laws and regulations applicable to its activities. MEDRAD also expects that business will be conducted in a manner consistent with the Values, with other MEDRAD corporate policies including, without limitation, the AdvaMed Code of Ethics which shall be followed in all interactions with healthcare professionals who practice in the United States. MEDRAD expects that adherence with this Policy and other MEDRAD policies shall be consistent with Schering's Code of Business Conduct and Ethics. This Policy is not intended to change or be inconsistent with laws or existing policies; rather it is designed to promote the observance of laws and to complement existing policies and values. To the extent that the AdvaMed Code of Ethics provides more specific or restrictive guidance than the guidance provided in this Policy, the standards set forth in the AdvaMed Code of Ethics shall guide interactions with healthcare professionals rather than the guidance set forth in this Policy.

All persons are expected to maintain a basic familiarity with laws, policies and Values applicable to their daily activities. No action shall be taken on MEDRAD's behalf that is known or should be known to violate such laws or regulations. Specific laws which should be considered include, but are not limited to, all U.S. and foreign competition laws, labor laws, copyright laws, environmental laws and safety laws, the U.S. Foreign Corrupt Practices Act and the Federal Anti-kickback Statute and other U.S. and foreign laws as applicable. Reference should be made to MEDRAD's Employee Handbook for guidance on issues addressed through corporate policies, to Quality Systems Regulations for specific regulatory compliance guidance and to the MEDRAD Philosophy, MEDRAD's Principles for Managing and Leading, your supervisor or the Human Resources Department for guidance on questions of fairness.

C. RESPONSIBILITIES TO MEDRAD

AVOID CONFLICTS OF INTEREST
Except as expressly permitted under this Policy, employees must avoid Conflicts of Interest and avoid the appearance of any Conflict of Interest. A "Conflict of Interest" under this Policy refers to a situation in which one potentially may not be able to remain impartial or to maintain objectivity in choosing between the interests of MEDRAD and one's personal interests or the interests of third parties. Should a person encounter a situation where a Conflict of Interest could exist or arise, advice and guidance must be requested from the Ethics Committee.

An obvious example of a Conflict of Interest is using a MEDRAD position to profit personally or to assist others in profiting in any way at the expense of MEDRAD. Although it is impossible to list every situation where a Conflict of Interest could arise, below are two additional examples of areas where a Conflict of Interest could occur:

1. Financial Interests -- A Conflict of Interest may exist when an employee, or member of his/her immediate family, directly or indirectly, owns or otherwise engages in a competitive or potentially competitive business, or a business that is a supplier to or customer of MEDRAD.
2. Outside Activities -- A Conflict of Interest may exist when an employee, or immediate family member, serves as director, officer, employee, or agent of an organization which is either a competitor of MEDRAD or which has a current or prospective business relationship with MEDRAD. A Conflict of Interest may also exist when an employee serves in public office if the activities of any such public office directly involve the business interests of MEDRAD. It is assumed for purposes of this Policy that a Conflict of Interest will not exist solely by serving on the board of directors of a non-commercial entity or a commercial entity which is not a competitor or which neither has nor is likely to have a current or prospective business relationship with MEDRAD. If, however, such role as a board member creates a situation where a Conflict of Interest could exist or arise, advice and guidance must be requested from the Ethics Committee as required under this Policy.

MAINTAIN CONFIDENTIALITY
"Confidential Information" includes all information concerning business dealings and practices, business records, personnel information and employee records, trade secrets, know how, other intellectual property, and any other information designated as "Confidential" of MEDRAD. Confidential Information also includes information of third parties in the possession of MEDRAD subject to confidentiality agreements or other non-disclosure obligations. Confidential Information shall not be disclosed outside of MEDRAD or beyond any terms applicable to such information and shall not be used for any purpose other than the purpose for which it was disclosed. Additionally, employees must also exercise due care to ensure confidentiality in accordance with applicable laws to prevent the release of certain Confidential Information beyond those employees who may need it to fulfill their job function.

SAFEGUARDING FUNDS AND RESOURCES
All employees will strive to prudently and effectively use MEDRAD's resources and assets. The financial condition of MEDRAD is to be properly and accurately recorded. Any situation or incident that could lead to a material loss by MEDRAD should be reported to management.

D. PROCESS

This Policy shall be administered in the following manner:

• The Compliance function shall be responsible for ensuring compliance with this Policy. This includes establishing training requirements, maintaining an external hotline which can be used to anonymously ask questions or seek clarity on issues covered by this Policy or to report possible violations of this Policy, investigating complaints or possible violations of this Policy reported through the hotline or though other available channels, auditing compliance with this Policy, and implementing corrective actions as appropriate and necessary to enforce this Policy. Interpretation of this Policy and advice regarding ethical behavior required under this Policy shall be determined by the Business Ethics Committee sitting as part of the Compliance, Legal and Ethics Advisory Board. The Compliance function and the Business Ethics Committee shall seek advice from the Legal Department or outside counsel when appropriate.

Employees are encouraged under this Policy to first direct questions regarding the existence, interpretation, or application of this Policy to his or her supervisor. At any time, however, questions may be directed to the hotline, the Compliance function, the Business Ethics Committee, or to the Legal Department.

Employees should report concerns or complaints, including possible violations of this Policy, to management. If it is believed that there has been or will be a violation of this Policy, employees are encouraged to first discuss the situation with the involved individual(s). At any time, however, possible violations may be reported to your supervisor, the hotline, the Compliance function, the Business Ethics Committee or the Legal Department. No retaliation will be tolerated against employees who may raise complaints or possible violations of this Policy through any channel of communication provided for by this Policy including, without limitation, the external hotline.

Reports of possible violations received by supervisors, the hotline, the Business Ethics Committee or the Legal Department shall be forwarded to the Compliance function. Matters reported to the Compliance function that suggest violations of this Policy shall be investigated promptly. Matters reported that suggest possible violations of this Policy by the Compliance function or by departments within Compliance shall be investigated promptly by or at the request of the Business Ethics Committee. MEDRAD expects that each person to whom this Policy applies will abide by this Policy, and failure to do so will lead to corrective action as determined by the Compliance function and/or the Ethics Committee including, but not limited to, disciplinary action against an employee.