BeneChill’s Code of Ethics

BeneChill is dedicated to ongoing legal, regulatory, and ethical compliance in all areas of business. Accordingly, BeneChill has developed a compliance program with regard to payments to our healthcare professional customers which is applicable to all BeneChill employees and contractors.

BeneChill hereby adopts this voluntary Code of Ethics to comply with the law in its interactions with healthcare customers. BeneChill has modeled its Compliance Program after the “Compliance Program Guidance for Pharmaceutical Manufacturers” issued by the Office of Inspector General (OIG) of the Department of Health and Human Services (HHS) on April 2003. BeneChill has also followed the spirit of the AdvaMed Code on Interactions with Healthcare Professionals in establishing this Policy. BeneChill is adopting its own compliance program in response to the complex issues and the responsibilities involved in interacting with healthcare customers. BeneChill’s compliance program is in substantial compliance with California Health and Safety Code, Division 104, Part 15, Chapter 8, Sections 119400-119402 but is necessarily tailored to the nature of our business as a medical device manufacturer. This compliance program is internal to BeneChill and is not intended to convey any legal rights upon any customer, shareholder or other third party. It is solely a statement of intention and aspiration for BeneChill.

The OIG Guidance focuses on two potential risk areas for manufacturers which apply to BeneChill. They are as follows: (1) the integrity of data used by state and federal governments to establish payment for medical products; and (2) kickbacks and other illegal remuneration. The compliance measures BeneChill has and will adopt are unique to its business and the unique environment and size of the company. The ultimate responsibility for compliance lies not with BeneChill’s designated Compliance Officer, but with BeneChill’s Executive Committee.

BeneChill has established an annual limit on gifts, promotional materials, or items or activities that BeneChill may give or otherwise provide to an individual medical or health care professional. Certain items are exempt from the annual spending limit such as the value of samples, financial support for continuing medical education forums, financial support for health educational scholarships, and fair market value payments for legitimate professional services provided by a health care or medical professional, including, but not limited to, consulting, so long as those payments are provided in a manner that conforms to the BeneChill compliance program.

This declaration is made as of March 2008. This declaration and BeneChill’s compliance program will be updated annually but may be updated earlier in response to changing business, legal and ethical requirements and considerations. A copy of BeneChill’s written declaration of compliance and/or Code of Ethics may be obtained by calling (866) 395-6795 (toll free).