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McKESSON CORPORATION CODE OF BUSINESS CONDUCT AND ETHICS

Version: February 2009 McKesson Code of Business Conduct and Ethics © 2005, 2006, 2009 McKesson Corporation. All Rights Reserved

February 2009 Dear Colleagues: The good name and reputation of McKesson Corporation ("McKesson" or the "Company") are a result of the dedication and hard work of its employees. Together, we are responsible for preserving and enhancing that reputation, a task that is fundamental to our continued success. Our goal is not just to comply with the laws and regulations that apply to our business; we also strive to abide by the highest principles of business ethics. Therefore, this code of business ethics goes beyond the legal minimums by describing the ethical values that we share. We set forth in the succeeding pages McKesson's Code of Business Conduct and Ethics (the "Code"). The purpose of the Code is to reinforce and enhance the Company's commitment to an ethical way of doing business. However, the contents of the Code are not new. The policies set forth here are part of McKesson's long-standing tradition of high ethical standards. All employees, including officers as well as the members of the Company's Board of Directors, are expected to comply with the policies set forth in this Code. Please read the Code carefully and make sure that you understand it, the consequences of non-compliance, and the Code's importance to the success of the Company. If you have any questions, speak to your supervisor, your Compliance contact, the Law Department or any of the other resources identified in this booklet. The Code cannot, and is not intended to, cover every applicable law or provide answers to all questions that might arise; for that we must ultimately rely on each person's good sense of what is right, including a sense of when it is proper to seek guidance from others on the appropriate course of conduct. We at McKesson are committed to providing the best products and services to our customers and to making a difference in the healthcare system. Adherence to the policies set forth in the Code will help us achieve this goal as well as continued success for our Company. Sincerely,

John H. Hammergren Chairman and Chief Executive Officer

Version: February 2009 McKesson Code of Business Conduct and Ethics © 2005, 2006, 2009 McKesson Corporation. All Rights Reserved

Table of Contents Page PUTTING THE CODE OF BUSINESS CONDUCT AND ETHICS TO WORK .........................1 About the Code of Business Conduct and Ethics ......................................................................1 Meeting Our Shared Obligations ...............................................................................................1 RESPONSIBILITY TO OUR ORGANIZATION ..........................................................................2 Conflicts of Interest....................................................................................................................2 Improper Personal Benefits from the Company ..................................................................2 Financial Interests in Other Businesses ...............................................................................3 Business Arrangements with the Company .........................................................................3 Outside Employment or Activities With a Competitor........................................................3 Outside Employment With a Customer or Supplier ............................................................3 Family Members Working In the Industry ..........................................................................3 Charitable, Government and Other Outside Activities ........................................................4 If You Are Unsure About a Potential Conflict ....................................................................4 Corporate Opportunities.............................................................................................................4 Gifts, Entertainment and Gratuities ...........................................................................................4 Receipt of Gifts, Entertainment and Gratuities....................................................................4 Providing Gifts, Meals, Travel, Entertainment and Supporting Meetings and Events........5 Protection and Proper Use of Company Assets .........................................................................6 Company Books and Records....................................................................................................6 Business Communications .........................................................................................................6 Record Retention .......................................................................................................................6 Confidential Information ...........................................................................................................7 Confidentiality Agreements .................................................................................................8 Trademarks, Copyrights and Other Intellectual Property ..........................................................9 Trademarks ..........................................................................................................................9 Copyright Compliance .........................................................................................................9 Intellectual Property Rights of Others .................................................................................9 Computer and Communication Resources.................................................................................9 Insider Trading...........................................................................................................................9 Responding to Inquiries from the Press and Others.................................................................10 Contracting Practices ...............................................................................................................11 Authorization .....................................................................................................................11 Contracts ............................................................................................................................11 Sham Transactions/Back Dating........................................................................................11 FAIR DEALING............................................................................................................................11 Antitrust Laws..........................................................................................................................11 Conspiracies and Collaborations Among Competitors......................................................12 Distribution Issues .............................................................................................................12 Penalties .............................................................................................................................13 Gathering Information About McKesson's Competitors .........................................................13 Health Insurance Portability and Accountability Act Of 1996 (HIPAA): Privacy.................14 Patient Protections .............................................................................................................14 RESPONSIBILITY TO OUR PEOPLE ........................................................................................15

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Respecting One Another ..........................................................................................................15 Employee Privacy ....................................................................................................................15 Equal Employment Opportunity and Nondiscrimination ........................................................15 Affirmative Action.............................................................................................................16 Compliance With The Americans With Disabilities Act...................................................16 Sexual and Other Forms of Harassment ............................................................................16 Common Forms Of Harassment ........................................................................................16 Recognizing Sexual Harassment........................................................................................17 Reporting Sexual Harassment............................................................................................17 Safety in the Workplace.....................................................................................................17 To Report Workplace Injuries, Accident, Or Illness .........................................................17 Weapons and Workplace Violence....................................................................................17 Prevention Of Violence......................................................................................................18 Prohibited Conduct ............................................................................................................18 Guidelines For Response ...................................................................................................18 Drugs and Alcohol .............................................................................................................19 Federal Drug-Free Workplace Act Compliance ................................................................19 ENVIRONMENT ..........................................................................................................................20 INTERACTING WITH GOVERNMENT ....................................................................................20 Federal Fraud and Abuse Laws................................................................................................20 Federal Anti-Kick-back Statute ...............................................................................................21 Statutory Exceptions ..........................................................................................................21 Discount Safe Harbor.........................................................................................................21 Disclosure Obligations Under the Discount Safe Harbor ..................................................22 Personal Services Safe Harbor...........................................................................................22 How Marketing Plans Under the Anti-Kickback Statute Should Be Analyzed.................22 Federal False Claims Act .........................................................................................................23 Sanctions for Violating the Federal Fraud and Abuse Laws .............................................23 Mandatory Exclusion, 5 Year Minimum, from Medicare, Medicaid and Other Healthcare Programs................................................................................................24 Exclusion of Manufacturers and Distributors ....................................................................24 Prohibition on Gifts to Government Officials and Employees................................................24 Political Contributions and Activities......................................................................................25 Lobbying Activities .................................................................................................................25 Bribery of Foreign Officials.....................................................................................................26 Government Investigation........................................................................................................26 Government Proprietary Information ......................................................................................26 IMPLEMENTATION OF THE CODE .........................................................................................27 Responsibilities ........................................................................................................................27 Seeking Guidance ....................................................................................................................27 Reporting Violations................................................................................................................27 The McKesson Ethics Line................................................................................................27 Investigations of Suspected Violations....................................................................................28 Discipline for Violations..........................................................................................................28 Remember ................................................................................................................................28

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PUTTING THE CODE OF BUSINESS CONDUCT AND ETHICS TO WORK About the Code of Business Conduct and Ethics We at McKesson Corporation ("McKesson" or the "Company") are committed to the highest standards of business conduct in our relationships with each other and with our customers, suppliers, shareholders and others. This requires that we conduct our business in accordance with all applicable laws and regulations as well as with the highest standards of business ethics. McKesson's Code of Business Conduct and Ethics (the "Code") helps each of us in this endeavor by providing a statement of the fundamental principles and key policies and procedures that govern the conduct of our business. The Code applies to all McKesson personnel, which includes every McKesson officer, director, employee, and agent. Our business depends on the reputation of the Company and its employees for integrity and principled business conduct. Thus, in many instances, the policies referenced in this Code go beyond the requirements of the law. The Code is created to provide each of us with the guidance to make appropriate decisions when we are faced with ethical issues or policy-based questions. Elements of the Code include training in ethical concepts, legal compliance and defined channels of communication. Although this Code was written with a particular focus on our business in the U.S., our non-U.S. businesses are growing quickly. If you work outside the U.S., your country may have its own laws and regulations that relate to the subject matter of this Code. It is the responsibility of all McKesson personnel to understand and comply with applicable laws in one's jurisdiction. In addition, as an affiliate of a U.S. company, and particularly if you do business in the U.S. or are involved in a global transaction, one part of which involves a U.S. party, you should be familiar with the applicable U.S. laws and Company Policies set forth in the Code. The Code is a statement of policies for individual and business conduct and does not, in any way, constitute an employment contract or an assurance of continued employment. As employees of McKesson, we are employed at-will except when we are covered by an express, written employment agreement. This means that you may choose to resign your employment at any time, for any reason or for no reason at all. Similarly, the Company may choose to terminate your employment at any time, for any legal reason or for no reason at all. Meeting Our Shared Obligations Each of us is responsible for knowing and understanding the policies and guidelines contained in the following pages. If you have questions, ask them; if you have ethical concerns, raise them. The Executive Vice President, Chief Compliance Officer and General Counsel (the "General Counsel"), who is responsible for overseeing and monitoring compliance with this Code, together with our Compliance offices, the Law Department and the other resources set forth in this Code are available to answer your questions and provide guidance and for you to report suspected misconduct. Our conduct should reflect McKesson's values, demonstrate ethical leadership, and promote a work environment that upholds McKesson's reputation for integrity, ethical conduct and trust. To that end we should: · Understand and make a personal commitment to the Code

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· · ·

Lead by example, complying with the letter and spirit of the Code in always doing what is right, even when the alternatives seem easier or more expedient. Understand, and behave in accordance with, other McKesson policies. Ensure that we do not put our own interests ahead of the Company's when performing our jobs, or use our positions in the Company, or information acquired through those positions, for any non-McKesson purpose. Conduct all work and business affairs lawfully and with integrity. Provide the coaching and guidance necessary to ensure understanding of, and compliance with, the Code. Seek assistance, guidance or interpretation on difficult ethical and legal issues. Report incidents of suspected unethical or unlawful conduct to the appropriate party. Take prompt corrective and, when necessary, disciplinary action when an allegation of wrongdoing is substantiated. Create a work environment that encourages frank, open and constructive communication on all business matters, including allowing everyone to ask questions, make suggestions and report errors and wrongdoing without fear of reprisal.

· · · · · ·

I. RESPONSIBILITY TO OUR ORGANIZATION You are expected to devote your best efforts and attention to Company business and the full-time performance of your job and to avoid any conflicts with the interests of the Company. 1. Conflicts of Interest In order to maintain the highest degree of integrity in the conduct of the Company's business, to adhere to high ethical standards, and to maintain your independent judgment, you must avoid any activity or personal interest that creates or appears to create an actual or potential conflict between your interests and the interests of the Company. A conflict of interest occurs when your private interests interfere in any way, or even appear to interfere, with the interests of the Company as a whole or when your loyalties or actions are divided between the Company's interests and those of another, including, but not limited to, a competitor, supplier or customer. A conflict situation can arise when you take actions or have interests that make it difficult for you to perform your Company work objectively and effectively. You should never act in a manner that could cause you to lose your independence and objectivity or that could adversely affect the confidence of our customers, suppliers or fellow employees in the integrity of McKesson or its procedures. Although we cannot list every conceivable conflict, here are some common examples that illustrate actual or apparent conflicts of interest that should be avoided: Improper Personal Benefits from the Company Conflicts of interest arise when you or a member of your immediate family, receive improper personal benefits as a result of your position in the Company. You may not accept any benefits from the Company that have not been duly authorized and approved pursuant to Company policy and procedure, including any Company loans or guarantees of your personal obligations.

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Financial Interests in Other Businesses You and your immediate family members may not have an ownership interest in any other enterprise if that interest compromises or appears to compromise your loyalty to McKesson. For example, you may not own a "significant interest" in a company that competes with McKesson or in a company that does business with McKesson (such as a customer or supplier) without the prior written approval of the General Counsel. An ownership interest in another company is considered a "significant interest" if your investment represents such a percentage of your or your family's net worth that an actual or apparent conflict of interest exists. Typically, a "significant interest" in another company would be an investment that represented 5% or more of your family's net worth or represented a 5% or more ownership stake in the other company. A "significant interest" would not include shares held by mutual funds or by other investment vehicles whose portfolio investments you do not direct or influence. Business Arrangements with the Company Without prior written approval from the General Counsel, you may not participate in a joint venture, partnership or other business arrangement with McKesson. Outside Employment or Activities With a Competitor Simultaneous employment (including self-employment or work performed in a consulting capacity), with a competitor of McKesson is prohibited, as is any activity that is intended to, or that you should reasonably expect to advance a competitor's interests. You may not be a director of a McKesson competitor or of a company or organization that supports or promotes competitive products or services. You may not market products or services in competition with the Company's current or potential business activities. It is your responsibility to consult with the General Counsel to determine whether a planned activity will compete with any of McKesson's business activities before you pursue the activity in question. Outside Employment With a Customer or Supplier Without prior written approval from the General Counsel, you may not be a customer of, or be employed (including in any consulting capacity) by, serve as a director of, or represent a customer of McKesson. Similarly, without prior written approval from the General Counsel, you may not be a supplier to, be employed by (including in any consulting capacity), serve as a director of, or represent a supplier to the Company. Nor may you accept money or benefits of any kind as compensation or payment for any advice or services that you may provide to a client, supplier, or anyone else in connection with its business with McKesson. Family Members Working In the Industry You may find yourself in a situation where your spouse or significant other, your children, parents, or in-laws, or someone else with whom you have a familial relationship is a competitor, supplier or customer of McKesson or is employed by (or is a significant stockholder of) one. Such situations are not prohibited, but they call for extra sensitivity to security, confidentiality and conflicts of interest. There are several factors to consider in assessing such a situation. Among them: the relationship between McKesson and the other company; the nature of your responsibilities within the Company and those of the other person; and the access each of you has to your respective

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employer's confidential information. Such a situation, however harmless it may appear to you, could arouse suspicions among your fellow employees that might affect your working relationships. The very appearance of a conflict of interest can create problems, regardless of the propriety of your behavior. To remove any such doubts or suspicions, you must disclose your specific situation to the General Counsel to assess the nature and extent of any concern and how it can be resolved. In some instances, any risk to McKesson's interests is sufficiently remote that the General Counsel may only remind you to guard against inadvertently disclosing McKesson confidential information and not to be involved in decisions on behalf of the Company that involve the other company. Charitable, Government and Other Outside Activities McKesson encourages all employees to participate in projects, organizations, and causes that further the welfare of our communities. However, you must obtain the prior written approval of your supervisor before serving as a director or trustee of any charitable, not-for-profit, for-profit, or other entity or before running for election or seeking appointment to any government-related position. If You Are Unsure About a Potential Conflict If you are not sure whether a transaction, activity or relationship could create an actual or potential conflict of interest, you should discuss it with the General Counsel or another member of the Law Department. 2. Corporate Opportunities We owe a duty to the Company to advance its legitimate business interests when the opportunity to do so arises. You may not take for yourself, opportunities that are discovered through the use of corporate property, information, or position or use corporate property, information, or position for personal gain. Nor may you compete with the Company. 3. Entertainment, Gifts and Gratuities When you are involved in making business decisions on behalf of the Company, your decisions should always be based on uncompromised objectivity of judgment. Employees interacting with any person who has business dealings with the Company (including suppliers, customers, competitors, contractors and consultants) must conduct such activities in the best interest of McKesson, using consistent and unbiased standards. Company employees may not accept any gifts, entertainment or gratuities that could influence or be perceived to influence our sourcing, purchasing and other decisions, or be in a position to derive any direct or indirect benefit or interest from a party having business dealings with the Company. Receipt of Gifts, Entertainment and Gratuities You may not accept any gifts, entertainment or gratuities that could influence or be perceived to influence your business decisions on behalf of the Company, or be in a position to derive any direct or indirect benefit or interest from a party having business dealings with the Company. You may never request or ask for gifts, entertainment or any other business courtesies from people doing business with the Company. Unsolicited gifts and business courtesies, including

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meals and entertainment, are permissible if they are customary and commonly accepted business courtesies; not excessive in value; and given and accepted without an express or implied understanding that you are in any way obligated by your acceptance of the gift. You must never accept gifts of cash or cash equivalents (including gift certificates, securities, below-market loans, etc.) in any amount. Any such gifts must be returned promptly to the donor. If you encounter a situation where declining a gift may jeopardize a Company relationship, or encounter a suspected violation of this policy, you must report the situation to the Law Department immediately. Providing Gifts, Meals, Travel, Entertainment and Supporting Meetings and Events McKesson is committed to maintaining the highest ethical standards and complying with all legal requirements when interacting with healthcare professionals. For purposes of this section, "health care professional" includes not only licensed health care professionals, but also other customers or potential customers who are in a position to make decisions regarding the purchase of McKesson products or services ­ such as a purchasing official of a hospital or pharmacy. What is acceptable in the commercial business environment may be entirely unacceptable when interacting with healthcare professionals. The laws and regulations regarding offering gifts, meals, and entertainment, paying service and consultant fees, and supporting and hosting meetings, events, trainings and workshops for healthcare professionals are complex and vary by jurisdiction. For example, in the U.S. these activities implicate, among other things, the health care anti-kickback laws (see Section V.1, below) and Food and Drug Administration restrictions on drug and device promotion. You are expected to comply fully with all applicable laws and regulations in your jurisdiction as well as with McKesson's policies in this regard. For those doing business in the United States, the McKesson U.S. Marketing Compliance Policies apply to you and set forth specific policies regarding activities and relationships with healthcare professionals. Those Policies may be found on McKNet at http://mcknetappprev.mckesson.com/corp/McKNet/Sub%20Sites/Human%20Resources/Corpora te%20Policies/Code%20of%20conduct%20010607.pdf, and are mandatory for McKesson employees doing business in the U.S. Interactions with healthcare professionals who are government officials are subject to additional, more stringent restrictions. Gifts, meals, entertainment, travel expenses, and consultant fees offered to government officials are discussed in Section V.2, below, and also in Section VIII of the U.S. Marketing Compliance Policies. Giving or receiving any payment or gift in the nature of a bribe or kickback, or with an intent to influence a healthcare professional to purchase or use McKesson products or services, is absolutely prohibited. If you encounter a situation where you are requested to pay any form of kickback, bribe, or other remuneration to a healthcare professional in return for their favorable treatment of McKesson, or if you encounter a suspected violation of this policy, you must report the situation to the Law Department immediately. Our suppliers and customers likely have gift and entertainment policies of their own. You should

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be careful never to provide a gift or entertainment that violates the other company's gift and entertainment policy. 4. Protection and Proper Use of Company Assets We each have a duty to protect the Company's assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company's profitability. We should take measures to prevent damage to, and theft or misuse of, Company property. When you leave McKesson, all Company property must be returned to the Company. Incidental and occasional personal use of the Company's electronic mail and telephone systems is permitted. However, you should be aware that even personal messages on the Company's computer and telephone systems are Company property and you should therefore have no expectation of personal privacy in connection with your use of these resources. 5. Company Books and Records You should complete all McKesson documents accurately, truthfully, and in a timely manner, including all travel and expense reports. When applicable, documents must be properly authorized. You must record the Company's business and financial transactions in strict compliance with all applicable laws and accounting practices. The making of false or misleading entries, records or documentation is strictly prohibited. You must never create a false or misleading report, make a payment, or establish an account on behalf of McKesson with the understanding that any part of the payment or account is to be used for a purpose other than as described by the supporting documents. 6. Business Communications All business records and communications should be clear, truthful and accurate. Business records and communications may become public through litigation, government investigations and the media. You should take care to avoid exaggeration, colorful language, guesswork, legal conclusions and derogatory remarks or characterizations of people and other companies. This applies to communications of all kinds, including e-mail and "informal" notes or memos. Records should always be retained and destroyed according to McKesson's record retention policies. 7. Record Retention In the course of its business, the Company produces and receives large numbers of documents. Numerous laws require the retention of certain documents for various periods of time. The required legal retention of these documents is covered by our Corporate Records Retention Schedule. McKesson is committed to compliance with all applicable laws and regulations relating to the preservation of records. The Company's policy is to identify, maintain, safeguard and dispose of all records in McKesson's possession in the normal course of business and according to our current Corporate Records Retention Schedule. Under no circumstances are McKesson records to be destroyed selectively, or are they to be maintained outside of McKesson premises or their designated storage facilities.

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If you learn of a subpoena or a pending, imminent or contemplated litigation or government investigation, you should immediately contact the General Counsel or other member of the Law Department. You must retain and preserve ALL records that may be responsive to the subpoena, or are relevant to the litigation, or that may pertain to the investigation, until you are advised by the Law Department as to how to proceed. You must not destroy any such records in your possession or control. You must also affirmatively preserve from destruction all relevant records that without intervention would automatically be disposed of (destroyed or erased) pursuant to our current Corporate Records Retention Schedule (such as e-mails and voicemail messages). Destruction of such records, even if inadvertent, could seriously prejudice the Company. Any questions regarding whether a particular record pertains to a pending, imminent or contemplated investigation or litigation or may be responsive to a subpoena or regarding how to preserve particular types of records should be directed to the Law Department. Any questions pertaining to how long a record must be retained according to our current Corporate Records Retention Schedule should be directed to the appropriate Records and Information Management (RIM) representative at [email protected] 8. Confidential Information We trust our employees with a wide spectrum of valuable and/or sensitive information, and we all share a responsibility for keeping this information confidential. This confidential information is and remains the sole property of the Company, its business partners and customers. Upon accepting employment with the Company or during the course of your employment, you may have been asked to sign an Employee's Agreement which generally provides that you will not disclose or use any Company confidential information, either during or after your employment. You are required to be familiar with, and abide by, the terms of that Agreement. Your business unit or location may also employ additional policies to satisfy its unique confidentiality needs. Types of Information To Keep Confidential If you have not signed an Employee's Agreement, you are still responsible for maintaining the Company's confidential information, examples of which include, but are not limited to: a) The Company's research and development plans or projects, data, and reports; b) Computer materials, such as programs, instructions, source and object code, and printouts; c) Formulas; d) Inventions, developments, and discoveries; e) Product testing information; f) Business improvements, processes, marketing, and selling; g) Business plans, whether pursued or not;

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h) Ideas; i) Budgets and unpublished financial statements; j) Licenses; k) Pricing, pricing strategy, and cost data; l) Information regarding the medical condition, skills and/or compensation of employees or contractors of the Company; m) The identities of the Company's clients, potential clients, customers, and potential customers (collectively, "Customers"); n) The identities of contact persons at Customer locations; o) Particular preferences, likes, dislikes, and needs of our Customers and contact persons, with respect to products, pricing, sales calls, timing, sales terms, service plans, methods, practices, strategies, forecasts, know-how, and other marketing techniques; p) The identities of key accounts, potential key accounts, and Customers you have successfully cultivated or maintained during your employment at the Company; and q) The identities of the Company's suppliers and contractors, and all information about those supplier and contractor relationships, such as contacts, pricing, and other terms. r) Protected Health Information (PHI) If someone outside the Company or your department asks you questions about confidential Company information, you are not required to answer. If you are concerned about the appropriateness of giving out certain information, refer the request to your manager. Your obligation to treat information as confidential does not end when you leave the Company. You must not disclose confidential information to a new employer or to others after ceasing to be a Company employee. You may not disclose your previous employer's confidential information to McKesson. Of course, you may use general skills and knowledge acquired during your previous employment. Confidentiality Agreements Confidentiality Agreements are commonly used when McKesson needs to disclose confidential information to suppliers, consultants, joint venture participants, or others. A Confidentiality Agreement puts the person receiving confidential information on notice that he or she must maintain the secrecy of such information. If, in doing business with persons not employed by McKesson, you foresee that you may need to disclose confidential information, you should call the Law Department and discuss the utility of entering into a Confidentiality Agreement.

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9. Trademarks, Copyrights and Other Intellectual Property Trademarks Our logos and the name McKesson are examples of Company trademarks. You must always properly use our trademarks and advise your supervisor or the Law Department of infringements by others. Copyright Compliance Works of authorship such as books, articles, drawings, computer software and other such materials may be covered by copyright laws. It is a violation of those laws and of McKesson's policies to make unauthorized copies of, or derivative works based upon, copyrighted materials. The absence of a copyright notice does not necessarily mean that the materials are not copyrighted. McKesson is a licensee of Copyright Clearance Center and under certain circumstances, photocopies of licensed publications may be photocopied in part for internal distribution. Contact the Law Department for more information. McKesson licenses the use of much of its computer software from outside companies. In most instances, this computer software is protected by copyright. You may not make, acquire or use unauthorized copies of computer software. Any questions concerning copyright laws should be directed to the Law Department. Intellectual Property Rights of Others It is Company policy not to infringe upon the intellectual property rights of others. When using the name, trademarks, logos or printed materials of another company, including any such uses on McKesson's websites, you must do so properly and in accordance with applicable law. 10. Computer and Communication Resources The Company's policies regarding the use of computers and communication resources is contained in the Enterprise Security Policies which can be found on McKNet. Please refer online to the most current Enterprise-wide Security Polices, at the following URL: https://mcknethost.mckesson.com/esg/security_policies/Tech_Resources_Policy.htm To locate the URL via McKNet: From the McKNet homepage, select HQ Intranet, Functional Links, Enterprise-wide Policies, Enterprise-wide Security. For questions regarding the Enterprise Security Policies, please send an email to [email protected] 11. Insider Trading You are prohibited by Company policy and the law from buying or selling securities of the Company at a time when in possession of "material nonpublic information." This conduct is known as "insider trading." Passing such information on to someone who may buy or sell securities - known as "tipping" - is also illegal. The prohibition applies to Company securities-- as well as to securities of other companies (such as McKesson's suppliers, customers or potential

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acquisition targets) if you learn material nonpublic information about them in the course of your duties for the Company. Information is "material" if (a) there is a substantial likelihood that a reasonable investor would find the information "important" in determining whether to trade in a security; or (b) the information, if made public, likely would affect the market price of a company's securities. Examples of types of material information include unannounced dividends, earnings, financial results, new or lost contracts or products, sales results, important personnel changes, business plans, possible mergers, acquisitions, divestitures or joint ventures, important litigation developments, and important regulatory, judicial or legislative actions. Information may be material even if it relates to future, speculative or contingent events and even if it is significant only when considered in combination with publicly available information. Information is considered to be nonpublic unless it has been adequately disclosed to the public, which means that the information must be publicly disclosed, and adequate time must have passed for the securities markets to digest the information. Examples of adequate disclosure include public filings with securities regulatory authorities and the issuance of press releases, and may also include meetings with members of the press and the public. It is the Company's policy that a delay of two business days is considered a sufficient period for information such as the Company's earnings to be absorbed by the market. Nevertheless, a longer period of delay might be considered appropriate in more complex disclosures. Do not disclose material nonpublic information to anyone, including co-workers, unless the person receiving the information has a legitimate need to know the information for purposes of carrying out the Company's business. If you leave McKesson, you must maintain the confidentiality of such information until it has been adequately disclosed to the public by the Company. If there is any question as to whether information regarding the Company or another company with which we have dealings is material or has been adequately disclosed to the public, contact the Law Department. Notwithstanding the prohibition against insider trading, the law and Company policy permit you to trade in Company securities regardless of your awareness of inside information if the transaction is made pursuant to a pre-arranged trading plan that was established in compliance with applicable law and was entered into when you were not in possession of material nonpublic information. A person who wishes to enter into a trading plan must submit the plan to the General Counsel for approval prior to the adoption, modification or termination of the trading plan. 12. Responding to Inquiries from the Press and Others You should not speak with the press, securities analysts, other members of the financial community, shareholders or groups or organizations as a Company representative unless you have been specifically authorized to do so by the Chief Executive Officer, Chief Financial Officer, Vice President, Corporate Communications or Vice President, Investor Relations of the Company. Requests for financial or other information about the Company from the financial community or shareholders should be promptly referred to the Vice President, Investor Relations. Any inquiries from the media or the public should be immediately forwarded to the

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Vice President, Corporate Communications. Requests for information from regulators or the government should be promptly referred to the Law Department. 13. Contracting Practices If you have dealings with the Company's customers, suppliers, other business partners or outside parties you must abide by the Company's contracting policies. Authorization You may not commit the Company to undertake any performance, payment or other obligation unless you are authorized under the appropriate delegation of authority policies. Contracts All contracts should be in writing and should contain all of the relevant terms to which the parties are agreeing. All contracts must be drafted using the Company-approved standard contract templates. Any changes to the templates must first be approved through the Law and Finance departments. You may not use side letters, off-the-book arrangements, or other express or implied agreements outside standard Company contracting processes. Sham Transactions/Backdating You may not enter into any transaction with a customer, supplier or other business partner that facilitates improper revenue recognition, expense treatment or other accounting improprieties on the part of either the Company or the business partner. Contract signatures must be dated on the actual date the contract is executed by each party. You may not back date agreements. II. FAIR DEALING McKesson depends on its reputation for quality, service and integrity. The way we deal with our customers, competitors and suppliers molds our reputation, builds long-term trust and ultimately determines our success. You should endeavor to deal fairly with the Company's customers, suppliers, competitors and employees. We must never take unfair advantage of others through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice. 1. Antitrust Laws While the Company competes vigorously in all of its business activities, its efforts in the marketplace must be conducted in accordance with the letter and spirit of applicable antitrust and competition laws. While it is impossible to describe antitrust and competition laws fully in any code of business conduct, this Code will give you an overview of the types of conduct that are particularly likely to raise antitrust concerns. If you are or become engaged in activities similar to those identified in the Code, you should promptly consult the Law Department for further guidance.

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Conspiracies and Collaborations Among Competitors One of the primary goals of the antitrust laws is to promote and preserve each competitor's independence when making decisions on price, output, and other competitively sensitive factors. Some of the most serious antitrust offenses are agreements between competitors that limit independent judgment and restrain trade, such as agreements to fix prices, restrict output or control the quality of products, or to divide a market for customers, territories, products or purchases. You should not agree with any competitor on any of these topics, as these agreements are virtually always unlawful. (In other words, no excuse will absolve you and/or the Company of liability.) Unlawful agreements need not take the form of a written contract or even express commitments or mutual assurances. Courts can -- and do -- infer agreements based on "loose talk," informal discussions, or the mere exchange between competitors of information from which pricing or other collusion could result. Any communication with a competitor's representative, no matter how innocuous it may seem at the time, may later be subject to legal scrutiny and form the basis for accusations of improper or illegal conduct. You should take care to avoid involving yourself in situations from which an unlawful agreement could be inferred. By bringing competitors together, trade associations and standard-setting organizations can raise antitrust concerns, even though such groups serve many legitimate goals. The exchange of sensitive information with competitors regarding topics such as prices, profit margins, output levels, or billing or advertising practices can potentially violate antitrust and competition laws, as can creating a standard with the purpose and effect of harming competition. You should notify the Law Department before joining any trade associations or standard-setting organizations. Further, if you are attending a meeting at which potentially competitively sensitive topics are discussed without oversight by an antitrust lawyer, you should object, leave the meeting, and notify the Law Department immediately. Joint ventures with competitors are not illegal under applicable antitrust and competition laws. However, like trade associations, joint ventures present potential antitrust concerns. The Law Department should therefore be consulted before negotiating or entering into such a venture. Distribution Issues Relationships with customers and suppliers can also be subject to a number of antitrust prohibitions if these relationships harm competition. For example, it can be illegal for a company to affect competition by agreeing with a supplier to limit that supplier's sales to any of the Company's competitors. Collective refusals to deal with a competitor, supplier or customer may be unlawful as well. While a company generally is allowed to decide independently that it does not wish to buy from or sell to a particular person, when such a decision is reached jointly with others, it may be unlawful, regardless of whether it seems commercially reasonable. Finally, it is always unlawful to restrict a customer's re-selling activity through minimum resale price maintenance (for example, by prohibiting discounts). Other activities that can raise antitrust concerns are: · discriminating in terms and services offered to customers where a company treats one customer or group of customers differently than another;

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exclusive dealing agreements where a company requires a customer to buy from, or a supplier to sell to, only that company; tying arrangements where a customer or supplier is required, as a condition of purchasing one product, to also purchase a second, distinct product; "bundled discounts," in which discount or rebate programs link the level of discounts available on one product to purchases of separate but related products (for example, pencils linked to other office supplies); and "predatory pricing," where a company offers a discount that results in the sales price of a product being below the product's cost (the definition of cost varies depending on the court), with the intention of sustaining that price long enough to drive competitors out of the market. Because these activities are prohibited under many circumstances, you should consult the Law Department before implementing any of them.

·

·

Penalties Failure to comply with the antitrust laws could result in jail terms for individuals and large criminal fines and other monetary penalties for both the Company and individuals. In addition, private parties may bring civil suits to recover three times their actual damages, plus attorneys' fees and court costs. The antitrust laws are extremely complex. Because antitrust lawsuits can be very costly, even when a company has not violated the antitrust laws and is cleared in the end, it is important to consult with the Law Department before engaging in any conduct that even appears to create the basis for an allegation of wrongdoing. It is far easier to structure your conduct to avoid erroneous impressions than to have to explain your conduct in the future when an antitrust investigation or action is in progress. For that reason, when in doubt, consult the Law Department with your concerns. 2. Gathering Information About McKesson's Competitors It is entirely proper for us to gather information about our marketplace, including information about our competitors and their products and services. However, there are limits to the ways that information should be acquired and used, especially information about competitors. In gathering competitive information, you should abide by the following guidelines: · We may gather information about our competitors from sources such as published articles, advertisements, brochures, other non-proprietary materials, surveys by consultants and conversations with our customers, as long as those conversations are not likely to suggest that we are attempting to (a) conspire with our competitors, using the customer as a messenger, or (b) gather information in breach of a customer's nondisclosure agreement with a competitor or through other wrongful means. You should be able to identify the source of any information about competitors.

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·

We must never attempt to acquire a competitor's trade secrets or other proprietary information through unlawful means, such as theft, spying, bribery or breach of a competitor's nondisclosure agreement. If there is any indication that information that you obtain was not lawfully received by the party in possession, you should refuse to accept it. If you receive any competitive information anonymously or that is marked confidential, you should not review it and should contact the Law Department immediately.

·

The improper gathering or use of competitive information could subject you and the Company to criminal and civil liability. When in doubt as to whether a source of information is proper, you should promptly contact the Law Department. 3. Health Insurance Portability and Accountability Act Of 1996 (HIPAA): Privacy Overview: Congress called on the Department of Health and Human Services (HHS) to issue patient privacy protections as part of the Health Insurance Portability and Accountability Act of 1996 (HIPAA). HIPAA included provisions designed to encourage electronic transactions and also required new safeguards to protect the security and confidentiality of health information. The final regulation covers health plans, healthcare clearinghouses, and those health care providers who conduct certain financial and administrative transactions (e.g., enrollment, billing and eligibility verification) electronically. Most health insurers, pharmacies, doctors and other healthcare providers were required to comply with these federal standards beginning April 14, 2003. Companies that receive identifiable patient information ("Information") in the course of providing services related to treatment, payment or healthcare operations to such parties may be required to comply with the privacy regulations or certain protective measures as well. The HIPAA privacy regulations are the first-ever federal privacy standards to protect patients' medical records and other health information provided to health plans, doctors, hospitals and other health care providers. These new standards provide patients with access to their medical records and more control over how their information is used and disclosed. They also represent a uniform, federal floor of privacy protections for consumers across the country. Patient Protections The privacy regulations limit the ways that health plans, pharmacies, hospitals and other entities covered by the regulations can access, use or disclose patients' Information. This Information is protected whether it is on paper, in computers or communicated orally. These regulations are lengthy and complex; however, you should be aware that: · In many situations, Information generally may not be used for purposes not related to health care, and covered entities may use or share only the minimum amount of Information needed for a particular purpose. The rules establish new restrictions and limits on the use of Information for marketing purposes. A patient's specific authorization can frequently be required before Information can be disclosed for marketing.

·

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· ·

Company health plans must establish policies and procedures to protect the confidentiality of Information about their employees. Both civil and criminal penalties may be imposed upon individuals and the Company if Information is misused.

HIPPA compliance is a top priority for McKesson. If you have questions about (i) how the regulations affect your business unit or its products, or (ii) your own rights or obligations under these regulations, please contact a member of the Law Department for assistance. III. RESPONSIBILITY TO OUR PEOPLE 1. Respecting One Another The way we treat each other and our work environment affects the way we do our jobs. All employees want and deserve a workplace where they are respected and appreciated. Everyone who works for the Company must contribute to the creation and maintenance of such an environment, and supervisors and managers have a special responsibility to foster a workplace that supports honesty, integrity, respect and trust. 2. Employee Privacy We respect the privacy and dignity of all individuals. The Company collects and maintains personal information that relates to your employment, including medical and benefit information. Special care is taken to limit access to personal information to Company personnel with a need to know such information for a legitimate purpose. Employees who are responsible for maintaining personal information and those who are provided access to such information must not disclose private information in violation of applicable law or in violation of McKesson's policies. Employees should not search for or retrieve items from another employee's workspace without prior approval of that employee or management. Similarly, you should not use communication or information systems to obtain access to information directed to or created by others without the prior approval of management, unless such access is part of your job function and responsibilities at McKesson. Personal items, messages, or information that you consider to be private should not be placed or kept in telephone systems, computer or electronic mail systems, office systems, offices, work spaces, desks, credenzas, or file cabinets. The Company reserves all rights, to the fullest extent permitted by law, to inspect such systems and areas and to retrieve information or property from them when deemed appropriate in the judgment of management. 3. Equal Employment Opportunity and Nondiscrimination As part of our commitment to integrity, respect, and excellence, McKesson is an equal employment opportunity employer, and all employees share in the responsibility for ensuring that these standards are met. Employment decisions are based solely on merit and business needs

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and not on race, color, gender, age, sexual orientation, personal appearance, religion, creed, national origin or ancestry, citizenship, physical or mental disability, pregnancy, childbirth or related medical conditions, other medical conditions, genetic tests or characteristics, veteran or military status, marital or familial status, political affiliation, or any other factor protected by law. Affirmative Action As a federal contractor, the Company has adopted an affirmative action plan, which means the Company will not make any decisions based on any of the above categories and will take affirmative action to ensure the availability of employment opportunities without regard to such factors. Compliance With The Americans With Disabilities Act The Company also complies with all relevant provisions of the Americans with Disabilities Act (ADA). That means we do not discriminate against any qualified employee or job applicant concerning any terms, privileges, or conditions of employment because of a person's physical or mental disability. We will also make reasonable accommodation, wherever necessary, for all employees or applicants with disabilities, as long as the individual is otherwise qualified to safely perform the essential duties of the job and provided that any accommodations made do not impose an undue hardship on the Company. Sexual and Other Forms of Harassment As part of our commitment to integrity, respect and accountability, the Company is committed to providing a work environment that is free of unlawful discrimination and harassment. The Company strictly prohibits harassment of any kind, including harassment on the basis of race, color, gender, age, sexual orientation, personal appearance, religion, creed, national origin or ancestry, citizenship, physical or mental disability, pregnancy, childbirth or related medical conditions, other medical conditions, genetic tests or characteristics, veteran or military status, marital or familial status, political affiliation, or any other characteristic protected by law. This policy applies to all employees, supervisors, management, vendors, clients, and customers of the Company. Common Forms Of Harassment Harassment may take many forms, but the most common forms include: a) Verbal conduct such as epithets, derogatory jokes or comments, slurs, or unwanted sexual advances, invitations or comments; b) Visual conduct such as derogatory and/or sexually-oriented posters, e-mails, web sites, photography, cartoons, drawings or gestures; c) Physical conduct such as assault, unwanted touching, blocking normal movement or interfering with another person because of sex, race or any other protected basis; d) Retaliation for having reported or threatened to report harassment, or for opposing unlawful harassment, or for participating in an investigation.

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Recognizing Sexual Harassment Sexual harassment in any form is strictly prohibited. How can you recognize sexual harassment? Sexual harassment occurs when submission to, or rejection of, unwelcome sexual conduct is used as a basis for employment decisions, or when submission to sexual harassment is a condition for receiving employment benefits, promotions, raises, etc. Sexual harassment also occurs when unwelcome sexual conduct unreasonably interferes with job performance or creates an intimidating, hostile or offensive working environment, even if it does not lead to tangible or economic job consequences. Sexual harassment includes the harassment of women by men, men by women, women by women, and men by men. Reporting Sexual Harassment If you feel you are being harassed, it's important to speak up to your harasser and to report the situation to the Company. If you believe that you are being harassed, or if you have witnessed harassment, you should immediately report the facts of the incident to your manager, any member of management, or to the Human Resources department. The Company will conduct a thorough and objective investigation of the incident or incidents, making an effort to keep the matter as confidential as possible. All employees have a duty to cooperate in the Company's investigation of alleged harassment. If it is determined that harassment has occurred, the harasser will be subject to disciplinary action up to and including termination, consistent with the severity of the conduct. The Company will take steps as necessary to prevent further harassment. In addition, failing to cooperate, providing false information, or making false charges during an investigation shall be grounds for disciplinary action, up to and including termination of employment. The Company will not retaliate against an employee who files a complaint and will not tolerate retaliation by management, employees, or co-workers. Safety in the Workplace The health and safety of employees and others on Company property is of critical concern to the Company. We strive to attain the highest possible level of safety in all activities and operations and to comply with all health and safety laws applicable to our business. To achieve this goal, the Company must rely upon employees to ensure that work areas are kept safe and free of hazardous conditions. Employees should be conscientious about workplace safety, including awareness of proper operating methods and known or suspected dangerous conditions or hazards. You should report any unsafe conditions, potential hazards or suspected dangers immediately to your manager who will correct or remedy the situation. In certain locations, the Company has developed programs relating to the prevention of injury and illness in the workplace. It is your responsibility to read, understand, and observe the provisions and programs applicable to your job. To Report Workplace Injuries, Accident, Or Illness Any workplace injury, accident, or illness must be reported immediately to your manager. If medical attention is required, managers will assist employees in obtaining medical care, after which the details of the injury or accident must be reported. Weapons and Workplace Violence We can all help protect one another from physical harm, theft, and vandalism. You should be

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alert at all times and if you notice any suspicious individuals or behavior, report what you have seen immediately to your manager, your Human Resources department, or the Loss Prevention department. McKesson Employees working in the U.S. should comply with the McKesson Workplace Violence Policy which can be found at:

http://mcknet.mckesson.com/portal/site/McKNet/menuitem.cd5980de35072a70db323f10849270a0/?vgne xtoid=3ee5d8de9dd38110VgnVCMSever00f2b070aRCRD&rootChannel=McKesson+Corporate+Security

Prevention Of Violence Because we are committed to the safety and security of all employees, the Company cannot tolerate violence in our workplace. We strictly prohibit any acts or threats of physical violence, including intimidation, harassment, or coercion that involve or affect the employee or the Company or that occur on Company property or in the conduct of Company business anywhere. Our policy applies to everyone involved in Company operations, including, but not limited to, Company employees, contract workers, temporary employees, and anyone else conducting Company business, whether on Company property or in other locations. If necessary, the Company will conduct a physical search, with or without consent, of employee work areas, lockers, and property belonging to the employee that is on Company premises. Prohibited Conduct Acts or threats of violence include conduct which is sufficiently severe, offensive, or intimidating to cause an individual to reasonably fear for his or her personal safety or the safety of his or her family, friends, and/or property. Workplace violence includes threats or acts of violence occurring in the course of Company business, regardless of the relationships between the Company and the parties involved. Specific examples of conduct which may be considered threats or acts of violence include, but are not limited to, the following: a) Threats or acts of physical harm or aggressive contact directed toward another individual or his/her family, friends, associates or property. Workplace violence does not refer to occasional comments of a socially acceptable nature. b) The intentional destruction or threat of destruction of Company property or another employee's property; c) Harassing or threatening phone calls, conversations, letters, emails, or voice mails; d) Surveillance or stalking; e) Possession of firearms, explosives, weapons such as knives, or any other hazardous or dangerous devices or using any item as a weapon; f) Any conduct resulting in the conviction under any criminal code provision relating to violence or threats of violence that adversely affects the Company's legitimate business interests. Guidelines For Response We can only keep our workplace free of violence if everyone makes a personal commitment to be aware of potentially violent behavior-and reports any incident right away. If you notice a situation involving threats or acts of violence, immediately notify your manager or your Human

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Resources representative, so the incident can be investigated, and corrective action can be taken. Anyone who makes threats or engages in violent action on Company property may be removed from our premises as quickly as safety permits. The person may also be required to remain off our premises until an investigation of the incident can be completed. The Company will decide on the appropriate action to take when an employee makes threats or commits an act of violence. These actions may include disciplinary action, up to and including termination of employment. Drugs and Alcohol Working together as a team means relying on one another for responsible, professional behavior that enables us all to work productively. But if anyone in our workplace is using drugs or alcohol inappropriately, the quality of our teamwork goes down. That's why the Company has a strict policy against the inappropriate use and possession of drugs and alcohol---to help provide a safe, efficient, and productive work environment. Employees must report to work fit to perform their job safely and efficiently, while protecting their own interests and those of their co-workers and the Company. In addition, our policy outlines some very clear prohibitions: No employee may (or attempt to) use, possess, distribute, sell, manufacture, or purchase alcohol or any illegal drug while on duty, while on on-call status, while operating a vehicle that is owned or leased by the Company, or while on the Company's property (except at Company-sponsored functions where alcohol may be served and moderate and limited use of alcohol is permitted). No employee may report for work or remain on duty, while under the influence of any illegal drug or alcohol or impaired by any prescription drug. A drug will be considered an "illegal drug" if its use is prohibited or restricted by law and an employee improperly uses or possesses the drug. This conduct violates Company policy whether or not the employee's conduct is illegal, and whether or not the employee is prosecuted or convicted. The use of prescription drugs and/or over-the-counter drugs may also seriously impair an employee's job performance. Any employee who is using prescription or over-the-counter drugs that may impair his or her ability to safely perform the job or may affect the safety or well-being of others must submit a physician's statement that the prescription drug use will not affect job safety. The employee is not required to identify the medication or the underlying illness. Federal Drug-Free Workplace Act Compliance The Company is covered by the Federal Drug-Free Workplace Act and provides a drug-free workplace. As such, the Company must certify to the contracting government agencies that it will provide a drug-free workplace in connection with the performance of its government contracts. As part of the Company's drug-free workplace compliance efforts, the following requirements apply to all employees: a) Employees must, as a condition of employment, agree to abide by the terms and conditions of this policy. Failure to do so may result in disciplinary action, up to and including termination.

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b) Employees must, as a condition of employment, report any conviction under a criminal drug statute for violations occurring on Company premises or while conducting Company business. A report of a conviction must be made to the Human Resources department within five days of the conviction. Within ten days of learning about an employee's conviction, the Company must notify any government agency with which it contracts or subcontracts of the employee's criminal drug statute conviction. c) Within thirty days of the date the Company learns of any employee's conviction, it will discipline the employee. Any employee who is not terminated will be required to satisfactorily participate in and complete a drug abuse assistance or rehabilitation program. Please refer to the Company's Substance Abuse Prevention Policy which can be found in Our Workplace Policies on McKNet.

IV. ENVIRONMENT McKesson policy is to preserve and protect the environment to the maximum extent reasonably possible, and to conduct business operations in such a way as to avoid or minimize any adverse impact on the environment. McKesson's policy is to comply with all environmental laws and regulations, including those laws and regulations requiring it to provide truthful and accurate information to government authorities. If you make decisions regarding discharge, waste disposal or other environmentally sensitive services, you must follow the law. You also should make proper inquiry into the background, integrity, and financial responsibility of all contractors or persons performing such services for McKesson in order to provide reasonable assurance of compliance with all environmental laws and regulations. You are responsible for knowing and applying the law in the jurisdiction in which you work. Reports of any actual or potential environmental, health or safety problems, or questions about employee's responsibility or McKesson policies in these areas should be immediately directed to your supervisor. V. INTERACTING WITH GOVERNMENT 1. Federal Health Care Fraud and Abuse Laws The federal health care "fraud and abuse" laws generally prohibit the use of kickbacks to induce the purchase of goods and services under governmental healthcare programs and the submission of false claims to Medicare, Medicaid, or other federally funded health care programs.

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Section 1: Federal Health Care Program Anti-Kickback Statute With limited exceptions, the Federal Health Care Program Anti-Kickback statute prohibits the offer, payment, solicitation or receipt of any remuneration if one purpose of the remuneration is to induce the purchase, order, arranging for, or recommending of any item or service payable in whole or in part by a federal or state health care program. Examples of remuneration are: (a.) buy one, get one free, (b.) volume rebates, (c.) redeemable coupons; (d.) gifts, meals, and entertainment; and (e.) "value added" services. The Government's concerns about kickbacks are that kickbacks may:

· · · ·

lead to over-use of products or services; increase costs to government programs; distort true costs; influence product selection to the detriment of patients.

Statutory Exceptions: Certain practices are specifically excepted from the prohibitions of the Anti-Kickback Statute. Among these excepted practices are:

· · ·

· ·

discounts properly disclosed and reflected in the costs claimed or charges made by the provider; an employer's payments to an employee for bona fide employment; Administrative fees paid to a Group Purchasing Organization ("GPO"), if the supplier and the GPO have a written agreement that specifies the fee and the GPO discloses the amount of its fees at least annually to its members; certain risk sharing arrangements; and activities protected by the safe harbor regulations.

If an activity fits within these exceptions, it cannot give rise to prosecution under the AntiKickback Statute. The problem frequently lies in determining whether an activity falls within one of these statutory exceptions. To help give providers more guidance in this murky area of the law, safe harbor regulations were adopted. The preamble to the safe harbor regulations explains, "If a person participates in an arrangement that fully complies with a given provision, he or she will be assured of not being prosecuted criminally or civilly...." Nevertheless, just because a business arrangement does not fit within a particular safe harbor does not mean the arrangement is illegal. Two important safe harbors ­ the discount safe harbor and the personal services safe harbor ­ are described below. Discount Safe Harbor Discounts may include rebate checks, credits or coupons redeemable from the seller, but only to the extent that the reduction in price is attributable to the original product or service purchased. Discounts do not include cash payments or furnishing one product or service at a reduced charge or at no charge in exchange for an agreement to buy a different product unless the two products are reimbursed under the same payment methodology.

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Disclosure Obligations Under the Discount Safe Harbor If the buyer is a provider (Medicare Part A cost reporter) or supplier (receives Medicare Part B charge based reimbursement) and the value of the discount is known at the time of sale, the Company will:

· ·

fully and accurately report the discount to the buyer; inform the buyer of its obligation to report the discount or to provide discount documentation to the government on request.

If the Company does not know the value of the discount at the time of sale, the Company will:

· · ·

·

fully and accurately report the existence of the discount program; inform the buyer of its reporting obligation; Provide the buyer with documentation of the calculation of the discount, identifying the products purchased to which the discount applies, when the value of the discount becomes known. If the Company offers a rebate, the terms of the rebate must be fixed and disclosed to the buyer by the time of the initial sale.

If the buyer is a Medicare HMO or competitive medical plan, the Company does not have to report the discount. Personal Services Safe Harbor To satisfy the personal services safe harbor, all of the following requirements must be met:

· · · · ·

· ·

there is a signed, written agreement; it specifies the services to be performed; if the services are intermittent, it specifies the schedule of services and exact charge; the term of the agreement is at least one year; the aggregate compensation is set in advance, is consistent with fair market value, and does not take into account the value or volume of referrals or business generated between the parties; the services do not involve counseling or promotion or other business arrangements that violate state or federal law; the "contracted for services" do not exceed those required for legitimate business purposes.

How Marketing Plans Under the Anti-Kickback Statute Should Be Analyzed The following questions should be asked:

·

Does the proposed practice implicate the statute? In other words, does the practice appear to "offer payment, solicitation or receipt of any remuneration to induce the purchase, arranging for or recommending of any item or service, payable in whole or in part by a federal or state health care program?

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·

If yes, is the practice protected by a safe harbor (for example, the business falls within the discount or personal services safe harbor)?

·

If no, the practice must be closely scrutinized, and the risk level carefully evaluated with advice of Company counsel.

Section 2: Federal False Claims Act The Federal False Claims Act prohibits knowingly and willfully making or causing to be made any false statement or representation of material fact in any application (claim) for benefits or payments under a federal healthcare program (including Medicare or Medicaid). For purposes of the False Claims Act, the term "knowingly" means that the person has actual knowledge of the information or acts in deliberate ignorance or in reckless disregard of the truth or falsity of the information. No proof of specific intent to defraud is required. Individuals may bring so-called qui tam, or "whistleblower," suits under the False Claims Act on behalf of themselves and the government. This law has become the federal government's chief weapon against healthcare fraud and abuse. The government and whistleblowers frequently attempt to associate anti-kickback claims with the False Claims Act because the False Claims Act provides for greater monetary penalties. Examples of practices that could be interpreted as False Claims include: · ·

· · ·

· ·

Claims resulting from anti-kickback law violations billing for services or supplies not actually provided; providing medically unnecessary services or supplies; upcoding or misclassification of the level of services required; waiver of certain Medicare Part B coinsurance and deductible payments (waivers based on a determination of the indigence of a particular Medicare beneficiary are permissible); filing erroneous reimbursement claims forms; off-label promotion of a drug or device that causes claims to be submitted to federal programs for a non-covered indication.

If the documentation in the supplier's files and patient records does not support the use or medical necessity of an item or service, government officials treat the claim for the item or service as a false claim. Careful documentation is therefore critical to the ongoing success of the Company's business. Sanctions for Violating the Federal Fraud and Abuse Laws The sanctions for violating the federal fraud and abuse laws are stiff. They can include monetary penalties, imprisonment and exclusion from participation in government healthcare programs. Monetary penalties include:

· ·

Anti-Kickback Statute: Criminal - $25,000 and/or five years in prison for an individual or $250,000 for a corporation; False Claim Act: Civil - $5,500 - $11,000 per false claim, plus three times the actual losses sustained by the federal government.

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Mandatory Exclusion, 5 Year Minimum, from Medicare, Medicaid and Other Healthcare Programs Mandatory exclusion is imposed when an individual or entity is convicted of or pleads guilty to a criminal offense relating to any one of the activities listed below. "Mandatory" means that, if an individual or entity is convicted of or pleads guilty to one of the listed crimes, exclusion from participation in Medicare, Medicaid and other healthcare programs must occur. These crimes are:

· · · · ·

crimes relating to the delivery of service under the Medicare program or any state health care program; the neglect or abuse of patients; fraud, theft, embezzlement, breach of fiduciary responsibility or other financial misconduct with respect to a health care program operated by a government entity; a felony for the unlawful distribution, prescription or dispensing of a controlled substance; a felony under federal, state or local law relating to healthcare fraud, even if government programs are not involved.

Exclusion of Manufacturers and Distributors The Office of Inspector General of the Department of Health and Human Services has published a rule to the effect that exclusions will apply to individuals or entities that indirectly participate in federal healthcare programs ­ in other words, companies that sell reimbursable items or services, but do not bill for the items or services themselves. If an indirect provider is excluded, then the items of services it furnishes or manufactures become unreimbursable due to the excluded status of the individual or entity. Also, any direct provider that submits a request for reimbursement for such items or services is subject to civil money penalties, if it knew or should have known of the exclusion. 2. Prohibition on Gifts to Government officials and Employees Under the Honest Leadership and Open Government Act of 2007, the Company, as an entity which employs federal lobbyists, is now subject to criminal and civil liability if it makes any illegal gifts to a member or employee of Congress. Any employee can cause the Company to violate this law. A similar federal law regulates gifts to officials in the Executive Branch of the federal government. Most state and local jurisdictions have similar restrictions, limits and prohibitions. The Company's policy prohibits the making of or reimbursement for any gifts to public officials; this means that no company money, property, use of facilities or services of any kind may be given or used for the benefit of any federal, state or local public official. Under certain circumstances, prior written approval may be given for certain gifts or events if cleared by the Company's general counsel and the Vice President, Public Affairs. "Gifts" are defined broadly to include, among other things, meals, tickets to sporting and entertainment events, invitations to receptions, books, baseball caps and T-shirts, Company trinkets, free use of Company facilities and equipment, and free services and travel. A public official is anyone who is employed by a government entity. The term includes all

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elected and appointed officials and rank and file employees in any branch of government ranging from White House officials to U.S. Senators to governors and mayors to city attorneys and the local fire inspector. It includes persons in the military services and professors and staff at state public universities. It also includes a public official interviewing with the Company for a job. 3. POLITICAL CONTRIBUTIONS AND POLITICAL ACTIVITIES Federal law prohibits the Company from making any contribution or expenditure in connection with any federal election or using its resources to facilitate such contributions or expenditures. Federal law does, however, allow the Company to sponsor a federal PAC (political action committee). State and local laws contain similar prohibitions or limits and restrictions which vary from jurisdiction to jurisdiction. Payments of corporate funds to any political party, candidate or ballot measure campaign may be made only if permitted under applicable law and approved in writing in advance by the Vice President, Public Affairs, the Law Department and appropriate McKesson business executives.

No employee may participate in political activities during working time, including running for office, helping to elect or defeat any candidate for federal, state or local office or to help pass or defeat any ballot measure. No company facilities or services may be used for these purposes including the Company's email systems, its phones, fax and copy machines and conference rooms. Obviously, all personnel are free to participate in campaigns during non-working time with their own resources outside of the office. However, under no circumstances will any employee be reimbursed for any political contributions he or she may make. 4. LOBBYING ACTIVITIES. The federal government, every state, and many local cities and counties have enacted lobbying disclosure laws which require registration and reporting by entities and individuals who engage in lobbying activities. Lobbying means any attempt to influence any public official at any level of government to take or not take official action. "Lobbying activities" generally include: all oral and written communications (including electronic communications) with federal executive branch and congressional officials, and state and local officials and employees, made on behalf of McKesson, regarding the formulation, modification, or adoption of federal, state or local legislation, agency rules and regulations, policies, or programs, or administration of a federal program (including negotiation of a contract, license, grant, or permit); and all efforts in support of such communications. The Company and its lobbyist employees are required to file lobbying disclosure reports in a variety of jurisdictions. The scope of applicable lobbying laws varies greatly depending on the jurisdiction. In many cases non-lobbyist employees who assist the Company and its lobbyists in such activities are also subject to reporting requirements. So that the Company may comply with all applicable lobbying disclosure laws, you must notify the Vice President, Public Affairs before engaging in any activity on behalf of McKesson that might be considered "lobbying" as described above. If

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you have questions about whether your activities may constitute "lobbying", you should contact the Public Affairs Department. 5. Bribery of Foreign Officials Company policy, the U.S. Foreign Corrupt Practices Act (the "FCPA"), and the laws of many other countries prohibit McKesson and its officers, employees and agents from giving or offering to give money or anything of value to a foreign official, a foreign political party, a party official or a candidate for political office in order to influence official acts or decisions of that person or entity, to obtain or retain business, or to secure any improper advantage. A foreign official is an officer or employee of a government or any department, agency, or instrumentality thereof, or of certain international agencies, such as the World Bank or the United Nations, or any person acting in an official capacity on behalf of one of those entities. Officials of government-owned corporations are considered to be foreign officials. Payments need not be in cash to be illegal. The FCPA prohibits giving or offering to give "anything of value." Over the years, many non-cash items have been the basis of bribery prosecutions, including travel expenses, golf outings, automobiles, and loans with favorable interest rates or repayment terms. Indirect payments made through agents, contractors, or other third parties are also prohibited. Employees may not avoid liability by "turning a blind eye" when circumstances indicate a potential violation of the FCPA. All team members representing McKesson Corporation in international [non-U.S.] markets and all sales agents, representatives and other business partners who may reasonably be expected to interact with any foreign [non-U.S.] governmental official on behalf of McKesson must become familiar with and comply with the McKesson Global Anti-Corruption Policy and Compliance Manual. 6. Government Investigations In order to detect and prevent fraudulent practices, Federal and state governments frequently investigate health care entities. The Company's policy is to provide full cooperation to these government authorities while protecting the rights of McKesson and its employees. During any investigation, you must not conceal, destroy or alter documents or lie or make misleading statements to government officials. Because investigations may involve complicated legal issues, such as determinations of attorney-client privilege, it is Company policy that you should contact the General Counsel or another member of the Law Department prior to responding to any requests from a government official. 7. Government Proprietary Information You must not solicit sensitive, proprietary internal government information, including budgetary or program information or source selection information, until it becomes available through normal processes.

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VI. IMPLEMENTATION OF THE CODE 1. Responsibilities While each of us is individually responsible for putting the Code to work, we need not go it alone. The Company has a number of resources, people and processes in place to answer our questions and guide us through difficult decisions. Copies of this Code are available from the Law Department and on the Company's Intranet. 2. Seeking Guidance This Code cannot provide definitive answers to all questions. If you have questions regarding any of the policies discussed in this Code or if you are in doubt about the best course of action in a particular situation, you should seek guidance from your supervisor, the Law Department or the other resources identified in this Code. If you find yourself in a situation where the "right thing" is unclear or doing the right thing is difficult, you can begin by remembering the ICARE principles. Ask yourself: Does my action reflect the principles of Integrity and Respect? To McKesson employees? To customers? To business partners, competitors and shareholders? To the government? To the public? And also remember: If you wouldn't want your conduct or action to appear in the media, it's probably not the right thing to do. 3. Reporting Violations If you know of or suspect a violation of applicable laws or regulations, the Code, or the Company's related policies, you must immediately report that information to your supervisor, the Law Department or the McKesson Ethics Line, discussed below. It is the Company's policy that no one will be subject to retaliation because of a good faith report of suspected misconduct. The McKesson Ethics Line The McKesson Ethicsline is a 24-hour hotline, which you can use to report violations of the Company's policies or other possible illegal or unethical activity. You may report suspected violations to the EthicsLine anonymously; however, doing so could make your report more difficult to investigate and less likely to address all of your concerns. Providing your name and contact information will allow the Company to contact you if necessary during any investigation. Whether you provide your name or not, the identity of any employee who makes a good faith report or inquiry will be protected within the constraints of legal requirements. McKesson will

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not tolerate retaliation against any employee who calls the Ethics Line with an ethical or legal concern. The McKesson EthicsLine can be reached from the United States at 1-888-475-4358. 4. Investigations of Suspected Violations All reported violations will be promptly investigated and treated confidentially to the greatest extent possible. All employees are required to cooperate in the investigation of suspected violations. However, tt is imperative that reporting persons not conduct their own preliminary investigations. Investigations of alleged violations may involve complex legal issues, and acting on your own may compromise the integrity of an investigation and adversely affect both you and the Company. 5. Discipline for Violations This Code will be enforced at all levels, fairly and without prejudice. The Company intends to use every reasonable effort to prevent the occurrence of conduct not in compliance with its Code and to halt any such conduct that may occur as soon as reasonably possible after its discovery. Company personnel who violate this Code and other Company policies and procedures may be subject to disciplinary actions, up to and including discharge. Remember This Code of Business Conduct and Ethics sets forth fundamental principles of law and ethics governing the way that McKesson does business. However, ultimate responsibility to assure that we as a company comply with the many laws, regulations and ethical standards affecting our business rests with each of us. Become familiar with, and conduct yourself strictly in compliance with those laws, regulations and standards, as well as the Company's policies and guidelines relating to them.

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