Tissue Genesis'  Code of Conduct  expresses our commitment to our legal and ethical obligations.   At the highest level, our Code of Conduct states:

We will adhere at all times to the highest ethical standards and will comply with the laws and regulations of all countries where we do business.  We believe that business integrity, good corporate citizenship and outstanding performance are not inconsistent.

The Tissue Genesis Code of Conduct is further informed by the following fundamental principles:

 - Tissue Genesis expects our employees to act honestly and ethically in all Tissue Genesis business dealings.

- Tissue Genesis expects our employees to avoid situations where a conflict of interest might occur or might appear to occur.

- Tissue Genesis expects our employees to comply with applicable governmental laws, rules and regulations, and to provide full, fair, accurate, timely and understandable disclosure in its public communications.

- Tissue Genesis expects our employees to respect the confidentiality of Tissue Genesis information and the information of third parties, including our customers, partners and suppliers.

- Tissue Genesis expects our employees to report any known or suspected violations to our Code of Conduct so that we may stop them and take disciplinary action with those responsible.

Tissue Genesis also has adopted more detailed policies and practices covering the following types of conduct:

Basic Business Ethics
Tissue Genesis is committed to a work environment of mutual respect and understanding based on the highest ethical standards.  We expect our employees to live up to these standards in their relationships with other Tissue Genesis employees, our customers, partners, vendors, stockholders and other outside parties.

Compliance
For Tissue Genesis’s Code of Conduct to be meaningful, all directors, officers and employees must be vigilant in making sure that the Code of Conduct is followed in form and spirit throughout the company.  It is an absolute duty of each and every director, officer and employee to report immediately any actual or potential violations of the Code of Conduct, existing laws or regulations or any conduct that is otherwise improper.  Employees will not be subject to any disciplinary or retaliatory action for making such a report.  This Compliance practice, sometimes referred to as a “whistleblowers” policy, is available to assist employees in making such reports.

Conflict of Interest
Tissue Genesis requires that the company, its subsidiaries and all directors, officers and employees conduct Tissue Genesis business free of conflicts of interest.  This means that employees must act in accordance with high ethical standards and observe all applicable laws, regulations and Tissue Genesis policies.  Tissue Genesis also requires the highest possible standards in accounting and financial procedures and statements.  Any director, officer or employee of Tissue Genesis or its subsidiaries who does not comply with this policy may be subject to disciplinary action up to and including termination.  In addition, Tissue Genesis expects full disclosure and candor from all directors, officers and employees at all times regarding incidents of conflict of interest.

Accurate Books and Records
Proper recordkeeping is the foundation of Tissue Genesis’ ethical, legal and disclosure obligations.  We must make every effort to ensure that our books and records accurately reflect our business.

Confidentiality Confidentiality of proprietary information is critically important to Tissue Genesis’s business.

Trading in Stock
Tissue Genesis requires compliance with United States federal securities laws which prohibit trading in the securities of a public company on the basis of “inside” (non-public)  information.  These laws can apply to any employee, anywhere in the world.  In addition to the direct liability of company personnel for insider trading violations, companies and their directors and officers may be liable for failing to prevent such violations.

Open Door Conflict Resolution
In any organization there can be differences of opinion about working conditions, policies, practices and other work related issues.  To resolve these differences, effective communication is essential.  Tissue Genesis’ Open Door practice is designed to improve communication by providing Tissue Genesis employees with a defined process for resolving work related issues.  Our Open Door practice is owned primarily by the employees and requires a commitment from them to resolve work related issues.

Detailed policies & practices that support the above are available to all our employees.  Our values, the Tissue Genesis Code of Conduct and our associated detailed policies and practices are prominently posted on our company intranet, to guide our behavior and to ensure we remain the kind of company we can all be proud of.

Application

Tissue Genesis directors, officers and employees worldwide have a responsibility to be aware of, to understand and to comply with the Tissue Genesis Code of Conduct.  Failure to do so is a serious matter and could subject you or Tissue Genesis to civil liability or even criminal prosecution.  In addition, employees can face discipline up to and including immediate termination.  No one will be excused for misconduct directed or requested by someone else.  Part of every employee’s job and ethical responsibility is to help enforce the Tissue Genesis Code of Conduct.

Process

This Code of Conduct and its associated policies/practices replace previous codes of conduct or any individual policies covering conduct detailed in the Tissue Genesis Code of Conduct.  It is also intended to supplement other Tissue Genesis employee policies and any other business policies established by Tissue Genesis.  In the event there is a conflict between the Tissue Genesis Code of Conduct and another Tissue Genesis policy, the Code of Conduct shall govern.

If an employee observes or suspects a violation of the Tissue Genesis Code of Conduct, the employee should report it to the employee’s manager, to Human Resources or to the Tissue Genesis General Counsel.  It is Tissue Genesis’s policy that no employee will suffer adverse action for honestly raising an ethical, legal or business conduct concern.

Only the Tissue Genesis Board of Directors or an appropriate Board committee may change, amend or waive this Code of Conduct and/or any of the associated detailed policies and practices.  Any changes will be distributed to employees as a formal revision.  Waivers will rarely, if ever, be granted.  For officers and directors, the Board of Directors will have the sole and absolute discretionary authority to grant or deny any waiver, and if granted, such waiver will be disclosed promptly on Form 8-K or other means approved by applicable SEC rules or listing standards.

The Tissue Genesis Code of Conduct is not an employment agreement.

Responsibility

All employees, officers and directors of Tissue Genesis are responsible for reading and fully understanding the Tissue Genesis Code of Conduct and for accepting personal responsibility to observe it, thereby preserving and enhancing the Tissue Genesis’s reputation for integrity. No code can anticipate every ethical decision an employee may face in business. Any questions about the Tissue Genesis Code of Conduct or how it should be interpreted or applied should be addressed to the employee’s manager, Human Resources or the Tissue Genesis General Counsel.

Tissue Genesis, Inc.
677 Ala Moana Boulevard, Suite 1100, Honolulu, Hawaii 96813
Phone: 808-539-9331 / Fax: 808-539-9345

Last Revised: June 2011