Employee Code of Business Conduct and Ethics

This Code of Business Conduct and Ethics (the "Code") applies to all directors, officers, and employees (hereafter "Company Personnel") of Ulticom, Inc. (together with its wholly-owned subsidiary's and affiliates, the "Company"). The Code is in addition to, and should be read in conjunction with, the Code of Business Conduct and Ethics in effect for the Chief Executive Officer, the Chief Financial Officer and other Senior Financial Officers as required by Section 406 of the Sarbanes-Oxley Act of 2002. The Code is designed to promote honest, ethical and lawful conduct, including (i) the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (ii) the avoidance of conflicts of interest, including disclosure to the Company's Legal Department of any material transaction or relationship that reasonably could be expected to give rise to such a conflict; (iii) full, fair, accurate, timely, and understandable disclosure in the periodic reports required to be filed by the Company with the Securities and Exchange Commission and in other public communications made by the Company; (iv) compliance with applicable governmental rules and regulations; (v) prompt internal reporting to the Company's Legal Department of any violations of this Code; and (vi) accountability for adherence to this Code.

This Code has been prepared to help Company Personnel understand the Company's standards of ethical business practices and to promote awareness of ethical issues that may be encountered in carrying out their responsibilities to the Company. Company Personnel should recognize that their business actions affect the reputation and integrity of the Company. Therefore, it is essential that all Company Personnel take the time to read this Code and to develop a working knowledge of its provisions.

Whenever there is doubt about the right choice to make, or to report unethical or illegal conduct, the individual should contact the Company's Legal Department.

Those who violate the standards in this Code, including the obligation to promptly report conflicts of interest or violations of this Code, will be subject to disciplinary action, including dismissal from the Company. If you are in a situation that you believe may involve or lead to a violation of this Code, you have an affirmative duty to disclose to, and seek guidance from a responsible supervisor, the Legal Department or other appropriate internal authority.

No retribution against any individual who reports violations of this Code in good faith will be permitted. The reporting of a violation will not excuse the violation itself, however. The Company will review any matter that is reported and will take any appropriate corrective action.

1. Conflicts of Interest
   The Company expects Company Personnel to make business decisions based upon the best interests of the Company and to exercise good judgment and the highest ethical standards in all activities taken on behalf of the Company, as well as in any private activities outside the Company that can affect the Company. At all times Company Personnel shall exercise particular care that no detriment to the interests of the Company (or appearance of such detriment) may result from a conflict between Company interests and any personal or business interests. In particular, Company Personnel have an obligation to avoid conflicts between personal interests and the Company's interests where possible and to pursue the ethical handling of actual or apparent conflicts when unavoidable through full disclosure to a responsible supervisor or the Company's Legal Department.
   
   While it is not possible to describe, or even anticipate, all the circumstances and situations that might involve a conflict of interest, conflicts may arise where Company Personnel or immediate family members:
   
   
   • solicit or accept, directly or indirectly, from, or offer to, customers, suppliers or others dealing with the Company any kind of gift, entertainment, travel or other personal, unearned benefits (other than non-monetary items of nominal intrinsic value);
   • have a financial interest in the Company's competitors, customers, suppliers or others dealing with the Company (excluding interests that are less than 1% of the outstanding securities of a corporation or equivalent percentage of ownership interests if an unincorporated business);
   • have a consulting, managerial or employment relationship in any capacity with a competitor, customer, supplier or others dealing with the Company; or
   • acquire, directly or indirectly, real property, leaseholds, patents or other property or rights in which the Company has, or the employee knows or has reason to believe at the time of acquisition that the Company is likely to have, an interest.
     
     
   Employees must avoid any investment, interest or association that interferes, might interfere, or might be thought to interfere, with the independent exercise of judgment in the Company's best interest. Any potential conflicts of interests must be reported immediately to the Company's Legal Department.
   
   Company Personnel are expected to devote their full time and attention to the Company's work during regular business hours and for whatever additional time may be required.
   
   No Company Personnel may use his/her Company position or title, or any Company equipment, supplies or facilities, in connection with outside activities, nor may any Company Personnel do anything that might infer sponsorship or support by the Company of such activity, unless such use has been approved in writing by the Company's Legal Department.
   
   In all instances where an actual conflict of interest or an appearance of a conflict of interest exists, Company Personnel must disclose the nature of the conflict to the Company's Legal Department for interpretation and resolution.
   
   
2. Corporate Opportunities
   No Company Personnel shall deprive the Company of any business opportunity or benefit for personal or any other person's or entity's gain that could be construed as related to any existing or reasonably anticipated future activity of the Company or any of its subsidiaries.
   
   Company Personnel who learn of any such opportunity through their association with the Company may not disclose it to a third party or invest in the opportunity without first offering it to the Company.
   
   
3. Protecting Company Assets
   Company Personnel have a personal responsibility to protect the assets of the Company from misuse or misappropriation. The assets of the Company include tangible assets, such as products, equipment, automobiles and facilities, as well as intangible assets, such as intellectual property, trade secrets and business information. The Company's assets may only be used for business purposes and such other purposes that are approved by the Company. Without express prior written permission, Company Personnel must not remove, dispose of or destroy anything of value belonging to the Company, including both physical items and electronic information.
   
   
4. Confidential Information
   No Company Personnel who has information of a confidential or proprietary nature shall disclose that information outside the Company, either during or after service with the Company, except with written authorization of the Company or as may be otherwise required by law. Confidential information includes, without limitation, all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. Such information may include information about the Company's financial condition, prospects or plans, its marketing and sales programs and research and development information, as well as information relating to mergers and acquisitions, stock splits and divestitures. Confidential information also includes information concerning possible transactions with other companies or information about the Company's customers, purchase orders, sales information and prospects, suppliers or joint venture partners, which the Company is under an obligation to maintain as confidential. Company Personnel may not use confidential information for their own personal benefit or the benefit of persons or entities outside the Company including, without limitation, all media outlets. Any Company Personnel who fails to abide by these guidelines is subject to disciplinary and other appropriate legal action including, without limitation, immediate dismissal.
   
   
5. Compliance with Laws
   Company Personnel must comply with all applicable laws and regulations in all jurisdictions where the Company does business. Violation of domestic or foreign laws and regulations may subject an individual, as well as the Company, to civil and/or criminal penalties. Failure to comply with these policies and procedures must be promptly brought to the attention of the Legal Department.
   
   Legal compliance is not always intuitive. In order to comply with the law, Company Personnel must strive to know the law. Company Personnel whose day-to-day work is directly affected by particular laws have a responsibility to understand them well enough to recognize potential problem areas and to know when and where to seek advice. When there is doubt as to the lawfulness of any proposed activity, advice should be sought from the Company's Legal Department.
   
   Company Personnel have an obligation to raise concerns promptly when they are uncertain as to the proper legal course of action or they suspect that some action may violate the law. The earlier a potential problem is detected and corrected, the better off the Company will be in protecting against harm to the Company's business and reputation.
   
   Impermissible Payments
   The Company strictly prohibits giving anything of value, directly or indirectly, to a governmental official, agent or individual anywhere in the world in consideration for such official's, agent's or individual's assistance or influence (including the failure by any such individual to perform his/her official duty), the purpose of which is to obtain favored treatment with respect to any aspect of the Company's business. Under no circumstance is it acceptable for any Company Personnel to offer, give, solicit or receive any form of bribe, kickback, payoff, or inducement to or from any such individual/entity.
   
   As a United States entity, the Company also is subject to the Foreign Corrupt Practices Act, which makes it illegal for companies and individuals to make, or offer to make, payment, directly or indirectly, to foreign governmental officials for the purposes of obtaining, retaining or directing business. Other countries have adopted similar legislation. Any question as to whether a gift or payment would be considered improper under the Company's guidelines or national or foreign laws must be discussed with the Company's Legal Department.
   
   Fair Dealing
   Company Personnel should endeavor to deal fairly with the Company's suppliers, competitors and Company Personnel. Company Personnel are prohibited from taking unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice. Information about the Company's competitors must be used in an ethical manner and in compliance with the law. Under no circumstance should information be obtained through theft, illegal entry, blackmail, or electronic eavesdropping, or through misrepresentation of an affiliation with the Company or their identity. Any proprietary or non-public information about the Company's competitors should not be used if it is suspected that such information has been obtained improperly.
   
   Similarly, Company Personnel must respect and protect any confidential or proprietary information shared with the Company. This information should not be released without proper authorization and should be used for legitimate business purposes only. Company Personnel should not divulge any proprietary information about their former employers, nor shall it be appropriate for anyone to ask them to divulge any such information.
   
   Insider Trading
   The following is a summary of the Company's Insider Trading Policy. Please consult the Company's Insider Trading Policy, which is available through the Human Resources department and on the Company's intranet.
   
   No Company Personnel may trade in securities while in possession of material inside information or disclose material inside information to third parties ("tipping"). Material inside information is any information that has not reached the general marketplace and is likely to be considered important by investors deciding whether to trade (e.g., earnings estimates, significant business investments, mergers, acquisitions, dispositions and other developments, expansion or curtailment of operations, and other activity of significance). Using material inside information for trading, or tipping others to trade, is both unethical and illegal.
   
   Accordingly, no Company Personnel may: (a) trade securities of the Company or any other company while in possession of material inside information with respect to that Company; (b) recommend or suggest that anyone else buy, sell, or hold securities of any Company while the employee is in possession of material inside information with respect to that Company (this includes formal or informal advice given to family, household members and friends); and (c) disclose material inside information to anyone, other than those persons who need to know such information in order for the Company to properly and effectively carry out its business (e.g., to lawyers, advisers and other Company employees working on the matter). Of course, where material inside information is permitted to be disclosed, the recipient should be advised of its non-public nature and the limitations on its use. Any questions as to whether information is material or non-public should be directed to the Company's Legal Department.
   
   Political Contributions and Activities
   In the United States, federal and many state laws prohibit corporations from making political contributions. No direct or indirect political contribution (including the use of Company property, equipment, funds or other assets) of any kind may be made in the name of the Company, or by using Company funds, unless the Company's General Counsel or his/her designee has certified in writing that such political contribution complies with applicable law.
   
   Trade Practices and Antitrust Compliance
   Vigorous competition -- free from collusion and unreasonable restraints -- is the best mechanism for ensuring the production of high quality, well-priced and innovative products and services. Moreover, failure to comply with antitrust and other trade regulation laws in every jurisdiction in which the Company does business could result in serious consequences -- both for the Company and the offending individuals -- including significant civil and criminal penalties. Therefore, it is the Company's policy to compete solely on the basis of its superior and innovative products and services, through the efforts and contributions of its Company Personnel, and to avoid improper actions that unreasonably restrain trade. Company Personnel are expected to support Company efforts to compete vigorously in the marketplace in compliance with both the letter and the spirit of all applicable federal, state and foreign antitrust laws.
   
   Antitrust and trade regulation issues are very complex. Determining what actions unreasonably restrain trade or are otherwise improper will depend on the structure of the market and a number of other factors. Whenever any doubt exists as to the legality of any communication, action, arrangement or transaction, please contact the Legal Department immediately. To avoid even the perception of unlawful conduct, Company Personnel should avoid: (a) discussing with a competitor prices, costs, production, products and services, bidding practices, other non-public business matters, territories, distribution channels or customers and (b) restricting the right of a customer to sell or lease a product or service at or above any price. In addition, the following practices should not be engaged in without advanced written approval by the Legal Department: (a) conditioning the sale or lease of a product or service on the sale or lease of another product or service ("tying"); (b) conditioning the purchase, sale or lease of a product or service on a reciprocal agreement with a customer or supplier; (c) entering into an exclusive dealing arrangement with a customer (including a lessee) or supplier; (d) limiting a customer (including a lessee) as to the territories in which, or the customers to whom, a product or service can be resold or leased and (e) discriminating in the prices or allowances offered to competing customers (including lessees).
   
   
6. Accurate Books & Records; Accounting Practices
   It is the policy of the Company to fully and fairly disclose the financial condition of the Company in compliance with the applicable accounting principles, laws, rules and regulations and to make full, fair, accurate timely and understandable disclosure in our periodic reports filed with the Securities and Exchange Commission and in other communications to securities analysts, rating agencies and investors. Honest and accurate recording and reporting of information is critical to our ability to make responsible business decisions. The Company's accounting records are relied upon to produce reports for the Company's management, rating agencies, investors, creditors, governmental agencies and others. Our financial statements and the books and records on which they are based must accurately reflect all corporate transactions and conform to all legal and accounting requirements and our system of internal controls.
   
   Company Personnel have a responsibility to ensure that the Company's accounting records do not contain any false or intentionally misleading entries. The Company does not permit intentional misclassification of transactions as to accounts, departments or accounting periods and, in particular:
   
   
   • All Company accounting records, as well as reports produced from those records, are kept and presented in accordance with the laws of each applicable jurisdiction;
   • All records fairly and accurately reflect in all material respects the transactions or occurrences to which they relate;
   • All records fairly and accurately reflect in all material respects and in reasonable detail the Company's assets, liabilities, revenues and expenses;
   • The Company's accounting records do not contain any intentionally false or misleading entries;
   • Transactions are classified correctly in all material respects as to accounts, departments or accounting periods;
   • All transactions are supported in all material respects by accurate documentation in reasonable detail and recorded in the proper account and in the proper accounting period;
   • All Company accounting records comply in all material respects with generally accepted accounting principles; and
   • The Company's system of internal accounting controls is required to be followed at all times.
     
     
   Any effort to mislead or coerce the independent auditors or members of internal audit staff concerning issues related to audit, accounting or financial disclosure has serious consequences for the Company and is strictly prohibited.
   
   
7. Reporting of Audit and Accounting Concerns
   The Company's Audit Committee has adopted procedures to receive, retain and treat complaints regarding accounting, internal accounting controls or auditing matters, and to allow for the confidential and anonymous submission by Company Personnel of concerns regarding questionable accounting or auditing matters. Company Personnel should consult the Corporate Information Section of the Company's intranet for the toll-free number to reach the Audit Committee concerning such matters.
   
   
8. Scope
   This Code shall be read in conjunction with existing Company policies and procedures already in place as stated in the Company's employee manuals and distributed memoranda.
   
   No Company policy can provide definitive answers to all questions. If you have questions regarding any of the goals, or standards discussed or policies referenced in this Code or are in doubt about the best course of action in a particular situation, you should seek guidance from the Legal Department.
   
   
9. Duty to Report Violations
   Company Personnel are responsible for promptly reporting to the Company any circumstances that such person believes in good faith may constitute a violation of this Code. Suspected policy violations may be reported (including confidential and anonymous reports) by letter or telephone to the Company's General Counsel, Kathy McCarthy, who is located at 1020 Briggs Road, Mount Laurel, New Jersey. 08054, (856) 787-2830.
   
   All efforts will be made to protect the confidentiality of any individual who reports violations and/or concerns regarding this Code and no retribution against any individual who reports violations of this Code in good faith will be permitted. The reporting of a violation will not excuse the violation itself, however. The Company will review any matter that is reported and will take any appropriate corrective action.
   
   
10. Violations of this Code
    The Company's Legal Department will review any alleged violations of this Code and it will determine the appropriate action to take. Violations of this Code may result in, among other actions, suspension of work duties, diminution of responsibilities or demotion, and dismissal.