Corporate Governance - Codes of Conduct and Ethics

PHARMERICA CORPORATION

CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS

PURPOSE

PharMerica Corporation (the "Company") is committed to promoting honest and ethical conduct among its principal executive officer, principal financial officer, principal accounting officer or controller, persons performing similar functions, and other persons designated from time to time by the Company's Board of Directors or the Audit Committee of the Board of Directors (each a "Senior Financial Officer" and, collectively, the "Senior Financial Officers"). To further that commitment to ensure full, fair, accurate, timely and understandable disclosure in all reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (the "SEC") and in other public communications made by the Company, the Company's Board of Directors has adopted this Code of Ethics for the Company's Senior Financial Officers (the "Code"). The Senior Financial Officers are expected to adhere to the Code in their professional conduct. The requirements under this Code are in addition to the provisions set forth in the Company's Code of Business Conduct and Ethics, which continues to apply to the Senior Financial Officers.

STANDARDS

In their professional conduct, the Senior Financial Officers shall:

• engage in, promote, and maintain high standards of ethical conduct and avoid conflicts of interest as defined in the Code of Business Conduct and Ethics.
  
  
• promptly disclose to the Audit Committee any actual, apparent, or potential material transaction or relationship that could reasonably be expected to give rise to a conflict of interest.
  
  
• ensure full, fair, accurate and timely, disclosure in reports and documents filed with, or submitted to, the SEC, and in other public communications made by the Company; and to prepare the same in plain English.
  
  
• take all reasonable measures to protect the confidentiality of non-public information about the Company or its subsidiaries and their customers, suppliers, vendors and business partners obtained or created in connection with their activities and prevent the unauthorized disclosure of such information (unless required by applicable law or regulation or legal and regulatory purposes).
  
  
• comply with and take all reasonable actions to cause others to comply with all applicable laws, statutes, rules and regulations.
  
  
• ensure the Company is in compliance with any SEC rules governing disclosure of financial information and assure that press releases and communications with investors and securities analysts are fair and accurate.
  
  
• comply with and ensure compliance with the Company's disclosure controls and procedures and internal controls and procedures.
  
  
• comply with and take all reasonable actions to cause others to comply with the Company's Code of Business Conduct and Ethics.
  
  
• promptly report any possible violations of this Code or the Company's Code of Business Conduct and Ethics.

REPORTING AND ENFORCEMENT

Violations of this Code shall be reported to the Vice President of Compliance or the General Counsel. A Senior Financial Officer who violates this Code will be subject to disciplinary action, which may include dismissal for cause, as well as other legal consequences. The Audit Committee is responsible for the enforcement of this Code and will take such actions in enforcing this Code as it determines are reasonably designed to deter wrongdoing and to promote adherence with the standards of this Code.

WAIVER

The Audit Committee or the Board of Directors may waive in writing application of the Code only in advance. Any waiver or amendment of the Code will be disclosed in accordance with applicable law, SEC requirements and stock exchange listing standards.

MISCELLANEOUS

All persons subject to this Code are required to execute a certification affirming that they have read and agree to comply with the provisions of this Code. This Code is not intended to and does not constitute an employment contract or assurance of continued employment and does not create any rights in any employee, client, supplier, competitor, shareholder or any other person or entity.