Code of Business Conduct and Ethics

The information on this website has been disclosed pursuant to Rule 26 of the AIM Rules for Companies

General Provisions

This Code of Business Conduct and Ethics (the “Code”) sets forth legal and ethical standards of conduct for officers, directors and employees of ReSearch Pharmaceutical Services, Inc. and its subsidiaries (”RPS”), has been adopted by our Board of Directors and summarizes the standards that must guide our actions. While covering a wide range of business practices and procedures, these standards cannot and do not cover every issue that may arise, or every situation where ethical decisions must be made, but rather set forth key guiding principles that represent RPS policies and establish conditions for employment at RPS.

We must strive to foster a culture of honesty and accountability. Our commitment to the highest level of ethical conduct should be reflected in all of RPS’ business activities including, but not limited to, relationships with employees, customers, suppliers, competitors, the government and the public, including our shareholders. All of our employees, officers and directors must conduct themselves according to the language and spirit of this Code and seek to avoid even the appearance of improper behavior.

One of RPS’ most valuable assets is our reputation for integrity, professionalism and fairness. We should all recognize that our actions are the foundation of our reputation and adhering to this Code and applicable law is imperative.

We are all expected to cooperate and comply fully with the spirit and letter of this Code. We believe our commitment to this Code is critical to attaining our stated goals and to our future success. Even well intentioned actions that violate the law or this Code may result in negative consequences for RPS and for the individuals involved. Violations of this Code may result in disciplinary action up to and including termination of your employment or removal from office. However, this Code does not terminate or modify in any way the right of either RPS or any employee to terminate the employment relationship with or without notice and with or without cause.

All employees and directors are required to review this Code, and agree to strict adherence to the standards set forth in this Code. If you have a question regarding any of the matters discussed in this Code, you should speak with your supervisor or a member of the Human Resources Department.

Because adherence to this Code of Business Conduct and Ethics is a condition of your continued employment with RPS, it is vital that you thoroughly understand the Code. Remember -- you are encouraged to seek answers to any questions regarding the interpretation or application of this Code prior to taking any action of which you are uncertain.

Compliance with Laws, Rules and Regulations

We are committed to conducting our business affairs with honesty and integrity and in full compliance with all applicable laws, rules and regulations. No employee, officer or director of RPS shall commit an illegal or unethical act, or instruct others to do so, for any reason.

If you believe that any practice raises questions as to compliance with this Code or applicable law, rule or regulation or if you otherwise have questions regarding any law, rule or regulation, please contact the Human Resources Department.

Trading on Inside Information

Using non-public information to trade in securities, or providing a family member, friend or any other person with a “tip”, is illegal. All non-public information should be considered inside information and should never be used for personal gain. You are required to familiarize yourself and comply with RPS’ Insider Trading Policy, which is available on the Intranet and included in your Employee Handbook. You should contact the Chief Financial Officer with any questions about your ability to buy or sell RPS stock. Compliance with the Insider Trading Policy is an integral part of this Code.

Protection of Confidential Proprietary Information

Confidential proprietary information generated and gathered in our business is a valuable RPS asset. Protecting this information plays a vital role in our continued growth and ability to compete. All proprietary information should be maintained in strict confidence, except when disclosure is authorized by RPS or required by law. This means that you should not discuss internal RPS matters with anyone outside the RPS, except as required in the performance of your employment duties or the law. This prohibition also means that you should not post any information concerning RPS to an electronic message board or “chat room”, even on an anonymous basis or in an attempt to defend the RPS.

Proprietary information includes all non-public information that might be useful to competitors or that could be harmful to RPS or its customers if disclosed. Intellectual property such as trade secrets, patents, trademarks and copyrights, as well as business, research and new product plans, objectives and strategies, records, databases, salary and benefits data, employee medical information, customer, employee and suppliers lists and any unpublished financial or pricing information must also be protected.

Unauthorized use or distribution of proprietary information violates RPS policy and could be illegal. Such use or distribution could result in negative consequences for both RPS and the individuals involved, including potential legal and disciplinary actions. We respect the property rights of other companies and their proprietary information and require our employees, officers and directors to observe such rights. Your obligation to protect RPS’ proprietary and confidential information continues even after you leave RPS, and you must return all proprietary information in your possession upon leaving RPS.

Conflicts of Interest

Our employees, officers and directors have an obligation to act in the best interest of RPS. All employees, officers and directors should endeavor to avoid situations that present a potential or actual conflict between their interest and the interest of RPS.

A “conflict of interest” occurs when a person’s private interest interferes in any way, or even appears to interfere, with the interest of RPS, including its subsidiaries and affiliates. A conflict of interest can arise when an employee, officer or director takes an action or has an interest that may make it difficult for him or her to perform his or her work objectively and effectively. Conflicts of interest may also arise when an employee, officer or director (or his or her family members) receives improper personal benefits as a result of the employee’s, officer’s or director’s position in RPS.

In simplest terms, as an employee or director of RPS, you must keep the interests of RPS paramount at all times and avoid any action which may result in RPS receiving less than the full benefit of your efforts. You must avoid any position which gives you an interest that competes with RPS and any situation where your actions for RPS could be influenced – or even appear to be influenced - by personal or family considerations. In dealing with customers, prospective customers, vendors and partners you must act entirely in RPS’ interest to the total exclusion of personal advantage.

Although it would not be possible to describe every situation in which a conflict of interest may arise, the following are examples of situations which may constitute a conflict of interest:

• Working, in any capacity, for a competitor, customer or supplier while employed by RPS.
• Accepting gifts of more than modest value ($100) or receiving personal discounts or other benefits as a result of your position in RPS from a competitor, customer or supplier. It is not, however, a conflict of interest to accept hospitality or entertainment, such as a lunch or dinner, in the course of business.
• Competing with RPS for the purchase or sale of property, services or other interests.
• Having an interest in a transaction involving RPS, a customer or supplier (not including routine investments in publicly traded companies).
• Receiving a loan or guarantee of an obligation as a result of your position with RPS.
• Directing business to a supplier owned or managed by, or which employs, a relative or friend.

A potential conflict may also arise if you are a member of the Board of Directors or advisory board of a customer or supplier of RPS. Accepting outside Board seats requires significant time and may expose you to conflicts of interest with RPS. Accordingly, if you feel that accepting such a position with a customer or supplier is in RPS’ best interest, you should check with the Chief Financial Officer before accepting the position. In the event you do accept a board position, you may retain any compensation you receive for your board participation (even if such is paid to you in stock or stock options) unless RPS has an ownership interest in such company or you are RPS’ representative on the board. You should be aware, unless you have been asked to be RPS’ representative on another’s board, our Director’s & Officer’s insurance will not provide you with any coverage. Therefore you should fully understand the potential personal liabilities associated with board membership.

Situations involving a conflict of interest may not always be obvious or easy to resolve. Officers should report actions that may involve a conflict of interest to the Chief Executive Officer. Employees who are not directors or officers should report the existence of any actual or potential conflict of interest to either your Human Resource representative or your supervisor (who must report all potential conflicts to their Business Unit Manager).

In order to avoid conflicts of interests, officers must disclose to the Chief Executive Officer any material transaction or relationship that reasonably could be expected to give rise to such a conflict, and the Chief Executive Officer shall notify the Board of Directors of any such disclosure. Conflicts of interests involving the executive officers and directors shall be disclosed to the Board of Directors.

Employees, officers and directors who knowingly fail to disclose conflicts of interest are subject to disciplinary action, including dismissal or removal from office.

Protection and Proper Use of RPS Assets

Protecting RPS assets against loss, theft or other misuse is the responsibility of every employee, officer and director. Loss, theft and misuse of RPS assets directly impact our profitability. Any such loss, misuse or suspected theft should be reported to the Human Resources Department.

The sole purpose of RPS’ equipment, vehicles and supplies is the conduct of our business. They may only be used for RPS business consistent with RPS guidelines.

Corporate Opportunities

Employees, officers and directors are prohibited from taking for themselves business opportunities that arise through the use of corporate property, information or position. No employee, officer or director may use corporate property, information or position for personal gain, and no employee, officer or director may compete with RPS. Competing with RPS may involve engaging in the same line of business as RPS, or any situation where the employee, officer or director takes away from RPS opportunities for sales or purchases of products, services or interests.

Fair Dealing

Each employee, officer and director of RPS should endeavor to deal fairly with customers, suppliers, competitors, the public and one another at all times and in accordance with ethical business practices. No one should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice. No payment in any form shall be made directly or indirectly to or for anyone for the purpose of obtaining or retaining business or obtaining any other favorable action. RPS and the employee, officer or director involved may be subject to disciplinary action as well as potential civil or criminal liability for violation of this policy.

Occasional business gifts to and entertainment of non-government employees in connection with business discussions or the development of business relationships are generally deemed appropriate in the conduct of RPS business. However, these gifts should be given infrequently and their value should be modest. Gifts or entertainment in any form that would likely result in a feeling or expectation of personal obligation should not be extended or accepted.

Practices that are acceptable in commercial business environments may be against the law or the policies governing federal, state or local government employees. Therefore, no gifts or business entertainment of any kind may be given to any government employee without the prior approval of the general manager of your business unit or the Corporate Counsel.

The Foreign Corrupt Practices Act (“FCPA”) prohibits giving anything of value directly or indirectly to any “foreign official” for the purpose of obtaining or retaining business. When in doubt as to whether a contemplated payment or gift may violate the FCPA, contact the Corporate Counsel before taking any action.

Quality of Public Disclosures

RPS has a responsibility to communicate effectively with shareholders so that they are provided with full and accurate information, in all material respects, about RPS’ financial condition and results of operations. Our reports and documents filed with or submitted to the Securities and Exchange Commission and our other public communications shall include full, fair, accurate, timely and understandable disclosure.

Reporting any Illegal or Unethical Behavior

Situations which may involve a violation of ethics, laws or this Code may not always be clear and may require difficult judgment. Employees are encouraged to discuss any questions they may
have with supervisors, managers or other appropriate personnel, such as the Corporate Counsel, when in doubt about the best course of action in a particular situation.

Employees should promptly report any concerns about violations of laws, rules, regulations or this Code to their supervisors/managers or the Corporate Counsel. An anonymous report should provide enough information about the incident or situation to allow RPS to investigate properly. If concerns or complaints require confidentiality, including keeping an identity anonymous, we will endeavor to protect this confidentiality, subject to applicable law, regulation or legal proceedings.

RPS will not tolerate any kind of retaliation for reports or complaints regarding misconduct that were made in good faith. Open communication of issues and concerns by all employees without fear of retribution or retaliation is vital to the successful implementation of this Code.

You are required to cooperate in internal investigations of misconduct and unethical behavior.

Compliance Procedures

RPS recognizes the need for this Code to be applied equally to everyone it covers. The Corporate Counsel of RPS will have primary authority and responsibility for the enforcement of this Code, subject to the supervision of the Board of Directors, or, in the case of accounting, internal accounting controls or auditing matters, the Audit Committee, of the Board of Directors, and RPS will devote the necessary resources to enable the Corporate Counsel to establish such procedures as may be reasonably necessary to create a culture of accountability and facilitate compliance with the Code. Questions concerning this Code should be directed to the Corporate Counsel.

Waivers and Amendments

Any waivers of the provisions in this Code for executive officers or directors may only be granted by the Board of Directors and will be promptly disclosed to RPS’ shareholders. Any waivers of this Code for other employees may only be granted by the Corporate Counsel. Amendments to this Code must be approved by the Board of Directors. Any amendment to this Code will be publicly disclosed to RPS’ shareholders.

Compliance with Antitrust Laws

The antitrust laws prohibit agreements among competitors on such matters as prices, terms of sale to customers and allocating markets or customers. Antitrust laws can be very complex, and violations may subject RPS and its employees to criminal sanctions, including fines, jail time and civil liability. If you have any questions, consult the Corporate Counsel.

Political Contributions and Activities

Any political contributions made by or on behalf of RPS and any solicitations for political contributions of any kind must be lawful and in compliance with RPS policies. RPS' financial support to political organizations requires the express approval of the Chief Executive Officer. This policy applies solely to the use of RPS assets and is not intended to discourage or prevent individual employees, officers or directors from making political contributions or engaging in political activities on their own behalf. No one may be reimbursed directly or indirectly by RPS for personal political contributions.

Related Policies

The RPS has established a number of other RPS policies of which you were informed upon joining RPS. An integral part of this Code of Business Conduct and Ethics is that all employees abide by all policies established by RPS. These policies are deemed a part of this Code, and can be found in the employee handbook, as well as on RPS’ intranet site.