JAGRUTI ACHARYA M3-D-01

Our Company Caring for the world, one person at a time... inspires and unites the people of Johnson & Johnson. We embrace research and science - bringing innovative ideas, products and services to advance the health and well-being of people. Employees of the Johnson & Johnson Family of Companies work with partners in health care to touch the lives of over a billion people every day, throughout the world. Our Family of Companies comprises: The worlds sixth-largest consumer health company The worlds largest and most diverse medical devices and diagnostics company The worlds fifth-largest biologics company And the worlds eighth-largest pharmaceuticals company We have more than 250 operating companies in 60 countries employing approximately 118,000 people. Our worldwide headquarters is in New Brunswick, New Jersey, USA. Company Overview Johnson & Johnson's commitment to innovative health care products has resulted in consistent financial performance. The Company has 27 consecutive years of adjusted earnings increases and 49 consecutive years of dividend increases. Johnson & Johnson, through its family of companies, employs approximately 118,000 people worldwide and is engaged in the manufacture and sale of a broad range of products in the health care field in many countries of the world. Johnson & Johnson's primary interest, both historically and currently, has been in products related to health and well-being. Johnson & Johnson was organized in the State of New Jersey in 1886. Johnson & Johnson is organized on the principles of decentralized management. The Executive Committee of Johnson & Johnson is the principal management group responsible for the strategic operations and allocation of resources of the Johnson & Johnson family of companies. Johnson & Johnson's operating companies are organized into three business segments: Consumer, Pharmaceutical and Medical Devices and Diagnostics. A Group Operating Committee, composed of managers who represent key operations within the segment, as well as management in specialized functional departments, oversees and coordinates the activities of domestic and international companies related to each of the business segments. However, in line with the principle of decentralized management, senior management groups at U.S. and international operating companies are each

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responsible for their own strategic plans, as well as the day-to-day operations of those companies, and each international company is, with some exceptions, managed by citizens of the country where it is located. Corporate Governance The values embodied in Our Credo guide the actions of the people of the Johnson & Johnson Family of Companies at all levels and in all parts of the world. They have done so for more than 60 years. These Credo values extend to our accounting and financial reporting responsibilities. Our management is responsible for timely, accurate, reliable and objective financial statements and related information. As such:
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We maintain a well-designed system of internal accounting controls. We encourage strong and effective corporate governance from our Board of Directors. We continuously review our business results and strategic choices. We focus on financial stewardship. Our Credo Values Accounting Controls Our professionally trained internal auditors travel worldwide to monitor our system of internal accounting controls. This system is designed to provide reasonable assurance that assets are safeguarded and that transactions and events are recorded properly. Our internal controls include self-assessments and internal and external audit reviews of our operating companies, which concludes with our "Management's Report on Internal Control over Financial Reporting," printed in our Annual Report. Independent Auditor PricewaterhouseCoopers LLP, an independent registered public accounting firm, performs an integrated audit of our consolidated financial statements and internal control over financial reporting. Their opinions, as stated in the "Report of Independent Registered Public Accounting Firm" are based on their audits and are printed in our Annual Report.

Audit Committee of our Board of Directors The Audit Committee is composed solely of independent directors with the financial knowledge and experience to provide appropriate oversight. They meet regularly to review internal control matters as well as key accounting and financial reporting issues. The Audit Committee also meets regularly in private sessions with the independent auditors, the Chief Financial Officer, the General Counsel and the Vice President, Internal Audit to discuss the results of their work, including:
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Observations on the adequacy of internal financial controls, Quality of financial reporting, Confirmation that they are properly discharging their responsibilities. Business Results Our Executive Committee reviews financial results and develops strategies and initiatives for long-term growth. The Committee's intent is to ensure objectivity in our business assessments, constructively challenge the approach to business opportunities and issues, and monitor our business results and related controls. Board of Directors Our Board of Directors is a group of people who meet a set of General Criteria for membership and are elected to the Board by our shareholders each year. We currently have 12 Board members, 11 of whom are "independent" under the rules of the New York Stock Exchange. Our Board holds the ultimate authority of our Company, except to the extent those shareholders are granted certain powers under the Company's Certificate of Incorporation and By-Laws. The Board:

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Appoints senior management of the Company, who are responsible for conducting business and operations, Provides oversight of management, and Forms standing Board Committees to assist in fulfilling its obligations. Our Management Team meets throughout each year with our Board members to discuss strategic direction and major developments of the Company's various businesses.

Committees of the Board of Directors There are six standing committees of the Johnson & Johnson Board of Directors:
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Audit Committee, Compensation & Benefits Committee, Nominating & Corporate Governance Committee, Finance Committee, Public Policy Advisory Committee, and Science & Technology Advisory Committee Audit Committee: composed of non-employee Directors, determined to be "independent" under the listing standards of the New York Stock Exchange:

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Helps the Board oversee the Company's accounting and reporting practices. Recommends independent public auditor for appointment by the Board and reviews its performance. Monitors adequacy of internal accounting practices, procedures and controls. Reviews the Company's financial reporting process and disclosure procedures. Helps the Board oversee the Company's legal compliance programs. Compensation & Benefits Committee: composed of non-employee Directors, determined to be "independent" under the listing standards of the New York Stock Exchange:

Establishes the Company's executive compensation philosophy and principles and approves the annual compensation and long-term incentives for the Company's directors and executive officers. Reviews the philosophy and policies of the non-Board Management Compensation Committee with respect to management compensation, perquisites and other compensation policies for non-executive employees. Oversees the management of the various retirement, pension, long-term incentive, savings, and health and welfare plans that cover the Company's employees. Finance Committee: composed of the Chairman and Presiding Director of the Board, exercises the authority of the Board during the intervals between Board meetings. Nominating & Corporate Governance Committee: composed of non-employee Directors, determined to be "independent" under the listing standards of the New York Stock Exchange:

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Oversees corporate governance matters. Reviews possible candidates for Board membership and recommends nominees for election. Oversees the process for performance evaluations of the Board and its committees. Reviews the Company's executive succession plans and executive resources. Public Policy Advisory Committee: composed of independent Directors and one of the Company's Vice Chairmen, Executive Committee, and the Vice Presidents for Corporate Affairs, Government Affairs and Policy and Johnson & Johnson Supply Chain.

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Reviews the Company's policies, programs and practices on public health issues regarding the environment and the health and safety of employees. Reviews the Company's governmental affairs and policies and other public policy issues facing the Company. Advises and makes recommendations to the Board on these issues as appropriate. Science & Technology Advisory Committee: composed of Board members and the Company's Vice President, Science and Technology

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Helps the Board with scientific matters impacting the Company's business, including monitoring the strategy and effectiveness of the Company's research and development organization. Reviews the effectiveness of scientific aspects of the Company's product safety processes. Oversees major business development activities related to the acquisition of new science or technology. Identifies and understands significant new science and technology policy issues and trends.

Principles of Corporate Governance

Johnson & Johnson is governed by the values set forth in Our Credo, created by General Robert Wood Johnson in 1943. These values have guided us for many years and will continue to set the tone of integrity for the entire Company. All of us at Johnson & Johnson, the employees, officers and directors, are committed to the ethical principles embodied in Our Credo. Our Credo values extend to our corporate governance. In fact, over sixty years ago, General Johnson recognized our responsibility to four groups of stakeholders -- our

customers, our employees, our communities and our shareholders. These Principles of Corporate Governance build on the foundation of our Credo. We believe that good corporate governance results from sound processes that ensure that our directors are well supported by accurate and timely information, sufficient time and resources and unrestricted access to management. The business judgment of the Board must be exercised independently and in the long-term interests of our shareholders. We also believe that ethics and integrity cannot be legislated or mandated by directive or policy. So while we adopt these Principles of Corporate Governance, we reaffirm our belief that the ethical character, integrity and values of our directors and senior management remain the most important safeguards of corporate governance at Johnson & Johnson. 1. Duties and Responsibilities of the Company and the Board of Directors Responsibilities of the Board. All directors are elected annually by the shareholders as their representatives in providing oversight of the operation of the Company. The directors select, oversee and monitor the performance of the senior management team, which is charged with the day-to-day conduct of the Company's business. The fundamental responsibility of the directors is to exercise their business judgment on matters of critical and long-term significance to the Company in furtherance of what they reasonably believe to be in the best interest of the Company, and therefore its shareholders. Board Meetings. Directors are expected to attend Board meetings and meetings of the Committees on which they serve, to spend the time needed and to meet as frequently as necessary to properly discharge their responsibilities. Meetings should include presentations by management and, when appropriate, outside advisors or consultants, as well as sufficient time for full and open discussion. Written Materials. Written materials that are important to the Board's understanding of the agenda items to be discussed at a Board or Committee meeting should be distributed to the directors sufficiently in advance of the meeting to allow the directors the opportunity to prepare. Directors are expected to review these materials thoroughly in advance of the meeting. Agenda for Board Meetings. The Chairman of the Board will set the agenda for Board meetings with the understanding that certain items necessary for appropriate Board oversight will be brought to the Board periodically for review, discussion and decision-making. The Presiding Director will review the agenda for each Board meeting in advance of the meeting and may request changes as he or she deems appropriate in order to ensure that the interests and requirements of the nonemployee directors are appropriately addressed. Any director may request that an item be included on any meeting agenda.

Executive Sessions of Non-Employee Directors. The non-employee directors will meet in regular executive sessions without any members of management present at least four times each year. The Presiding Director will chair these executive sessions. In addition, the Chairman and Chief Executive Officer will hold private meetings with the non-employee directors on a regular basis. Presiding Director. On an annual basis, the non-employee directors will select a non-employee member of the Board to serve as Presiding Director. The Presiding Director will chair executive sessions of the Board when the non-employee directors meet without the Chairman and Chief Executive Officer present. The Presiding Director will perform such other functions as the Board may direct, including, acting as an intermediary between the non-employee directors and management when special circumstances exist or communication out of the ordinary course is necessary, participating in the performance evaluation of the Chief Executive Officer and reviewing the schedule of Board and Committee meetings and the agendas for Board meetings. Conflicts of Interest. Every employee and director has a duty to avoid business, financial or other direct or indirect interests or relationships which conflict with the interests of the Company or which may affect his or her loyalty to the Company. Each director must deal at arm's length with the Company and should disclose to the Chairman, a Vice Chairman or the Presiding Director any conflict or any appearance of a conflict of interest. Any activity which even appears to present such a conflict must be avoided or terminated, unless after appropriate disclosure and discussion, it is determined that the activity is not harmful to the Company or otherwise improper. Other Board Seats. A director should engage in discussion with the Chairman prior to accepting an invitation to serve on an additional public company board. A director who serves as a chief executive officer (or similar position) should not serve on more than three public company boards (including the Johnson & Johnson board and his or her own board). Other directors should not serve on more than six public company boards (including the Johnson & Johnson board). 2. Director Qualifications Independence. It is our goal that at least two-thirds of our directors should be "independent," not only as that term may be defined legally or mandated by the New York Stock Exchange, but also without the appearance of any conflict in serving as a director. To be considered independent under these Principles, the Board must determine that a director does not have any direct or indirect material relationship with the Company (other than in his or her capacity as a director). We have established guidelines to assist in determining whether a director has a direct or indirect material relationship. These guidelines are attached to these Principles as Annex A.

General Criteria for Nomination to the Board. Attached to these Principles as Annex B are the General Criteria for Nomination to the Board which has been adopted by the Nominating & Corporate Governance Committee. These General Criteria set the traits, abilities and experience that the Board looks for in determining candidates for election to the Board. Among the criteria, the Board has reaffirmed the mandatory retirement age of 72 for directors. Term Limits. We do not believe that our directors should be subject to term limits. Due to the complexity of the businesses of the Company, we value the increasing insight which a director is able to develop over a period of time. We believe that a lengthy tenure on our Board provides an increasing contribution to the Board and is therefore in the interests of our shareholders. However, renomination to the Board is based on an assessment of each director's performance and contribution and is not automatic. Stock Ownership. While each director is awarded stock upon his or her initial election to the Board, receives an annual grant of restricted shares and is permitted to defer all or any portion of his or her directors' fees into phantom stock units (which are tied to the performance of the Common Stock of the Company and not available for withdrawal until retirement from the Board), we believe that there should not be other minimum requirements for stock ownership. Resignation. Directors should offer their resignation in the event of any significant change in their personal circumstances, including a change in their principal job responsibilities. 3. Rights of the Board of Directors As the elected representatives of the shareholders, the directors are entitled to certain rights that enable them to fulfill their responsibilities more effectively, including the following: Access to Officers and Employees. Directors have full and free access to officers and employees of the Company. The directors will use their judgment to ensure that any such contact is not disruptive to the business operations of the Company and will, to the extent not inappropriate, inform the Chief Executive Officer of any significant communication between a director and an officer or employee of the Company. Compensation. Non-Employee Directors should be compensated for their time dedicated to and other contributions on behalf of the Company. The Compensation & Benefits Committee will annually review and approve or suggest changes to the compensation of directors. In fulfilling this responsibility, the members of the Compensation & Benefits Committee should take into consideration the following factors, among others: compensation should fairly pay directors for the responsibilities and duties undertaken in serving as a director of a company of the size and complexity of the Company; compensation should align the directors'

interests with the long-term interests of shareholders; and Non-Employee Director compensation should be targeted to be consistent with the compensation philosophy applicable to senior management of the Company. Furthermore, director's fees (which include all fees, stock awards, stock options and other consideration given to directors in their capacity as directors) are the only compensation that members of the Audit Committee may receive from the Company. Directors who are employees of the Company should receive no additional compensation for their services as directors. Outside Advisors. The Board and each Committee has the authority to engage independent legal, financial or other advisors as it may deem necessary, without consulting or obtaining the approval of any officer of the Company in advance, but each Committee will notify the Chairman and the Presiding Director of any such action. Management of the Company will cooperate with any such engagement and will ensure that the Company provides adequate funding. 4. Rights of the Shareholders Our shareholders are also entitled to certain rights, many of which are mandated by the Securities and Exchange Commission, the New York Stock Exchange and Federal and state laws and regulations. In addition to those rights, we recognize the following rights of our shareholders: Management of the Company. Management of the Company must be ethical, strive to uphold the highest standards of business practice and act in the long-term interests of the Company and its shareholders. Annual Election of Directors. All directors are elected annually by the shareholders. We do not have staggered terms or elect directors for longer periods. Any vacancies on the Board may be filled or new directors appointed by the Board between Annual Meetings of the Shareholders, but any such appointment will only remain in effect until the next Annual Meeting of the Shareholders, when any such appointee will be presented to the shareholders for election. Access to Management. Subject to reasonable constraints of time and topics and the rules of order, shareholders are allowed to direct comments to or ask questions of the Chairman and Chief Executive Officer during the Annual Meeting of the Shareholders. Communication with Directors. Shareholders, employees and others may contact any of our directors (including our Presiding Director) by writing to them c/o Johnson & Johnson, One Johnson & Johnson Plaza, Room WH 2133, New Brunswick, NJ 08933 USA. Employees, and others, who wish to contact the Board (or any member of the Audit Committee) to report any complaint or concern with respect to accounting, internal accounting controls, auditing matters or corporate governance may do so anonymously by using that address. Shareholders, employees and others may also contact any of the Non-Employee Directors by

sending an e-mail toPDirectorJNJ@corus.JNJ.com. General comments to the Company (including complaints or questions about a product) should be sent tohttps://secure-www.jnj.com/wps/wcm/jsp/contactUs.jsp. 5. Election of Directors The directors are elected each year by the shareholders at the Annual Meeting of Shareholders. The Board proposes a slate of nominees to the shareholders for election to the Board. The Board also determines the number of directors on the Board provided that there are at least 9 and not more than 18 directors. Any vacancies on the Board may be filled or new directors appointed by the Board between Annual Meetings of the Shareholders, but any such appointment will only remain in effect until the next Annual Meeting, when any such appointee would be presented to the shareholders for election. Shareholders may propose nominees for consideration by the Nominating & Corporate Governance Committee by submitting the names and supporting information to: Office of the Corporate Secretary, Johnson & Johnson, One Johnson & Johnson Plaza, New Brunswick, NJ 08933. 6. Board Committees Committee Structure. It is the general policy of the Company that all major decisions be considered by the Board as a whole. As a consequence, the committee structure of the Board is limited to those committees which public companies are required to establish and those committees which focus on areas of critical importance to the Company, like science and technology, and utilize the specific talents and expertise of certain members of the Board. Currently, the Board has the following committees: Audit Committee, Compensation & Benefits Committee, Nominating & Corporate Governance Committee, Public Policy Advisory Committee, Science & Technology Advisory Committee and Finance Committee. The Board may, from time to time, eliminate committees or establish or maintain additional committees, as it deems necessary or appropriate. Committee Members. The members and chairmen of these committees are appointed annually by the Board, upon recommendation of the Nominating & Corporate Governance Committee. The Audit Committee, Compensation & Benefits Committee and Nominating & Corporate Governance Committee are comprised of independent directors only. Committee Meetings. The Chairman of each Committee, in consultation with the other Committee members and management, will develop the agendas for and determine the frequency and length of the Committee meetings. Each Committee will meet in executive sessions from time to time, as required or as requested by any member; provided that the Audit Committee, Compensation & Benefits Committee and Nominating & Corporate Governance Committee will each hold at least two executive sessions each year without members of management present.

Committee Charters. The Audit Committee, Compensation & Benefits Committee and Nominating & Corporate Governance Committee will each have its own charter, which will be adopted, and may be amended, by the Board. 7. Annual Performance Evaluations The Board and each Committee will conduct an annual self-evaluation. These selfevaluations are intended to facilitate an examination and discussion by the entire Board and each Committee of its effectiveness as a group in fulfilling its Charter requirements (if applicable) and other responsibilities, its performance as measured against these Principles and areas for improvement. The Nominating & Corporate Governance Committee will propose the format for each annual self-evaluation. 8. Director Orientation The Company has a comprehensive orientation program for all new nonmanagement directors. All new directors receive extensive written materials and meet in one-on-one sessions with members of senior management to discuss the Company's business segments, strategic plans, financial statements, significant financial, accounting and legal issues, compliance programs and business conduct policies. All directors can receive periodic updates throughout their tenure. 9. Senior Management Performance Evaluations and Succession Planning Chairman/CEO Performance Evaluations. In consultation with all NonEmployee Directors, the Chairman of the Compensation & Benefits Committee, in conjunction with the Presiding Director, will conduct an annual review of the performance of the Chairman/Chief Executive Officer. The Compensation & Benefits Committee and the Presiding Director will also provide input to the Chairman/CEO on the performance of any Vice Chairman and certain other executive officers. Succession Planning. In light of the critical importance of executive leadership to the success of the Company, the Board will also work with senior management to ensure that effective plans are in place for management succession. As part of this process, the Chairman/Chief Executive Officer will review periodically the succession plan for executive officers and other critical positions with the Nominating & Corporate Governance Committee, which has oversight of the succession planning process for senior management. In addition, the Chairman/Chief Executive Officer will report at least annually to the full Board on succession planning. The Board will evaluate potential successors to the Chairman/Chief Executive Officer and any Vice Chairman, and certain other senior management positions. 10. Stock Ownership Guidelines To further align the interests of the Company's directors and senior executives with stockholders, the Board has established minimum stock ownership guidelines that apply to all non-employee directors and designated members of senior

management. Each non-employee director is required to retain the shares issued upon the director's election to the Board and to own Company stock or stock units equal in value to three times his or her annual retainer. The Chief Executive Officer is required to own stock or stock units equal in value to five times his or her annual salary, and each Executive Committee Member is required to own stock or stock units equal to three times his or her annual salary. Other executives may become subject to these guidelines as may be determined by the Board. The Nominating and Corporate Governance Committee of the Board will develop and review from time to time the Stock Ownership Guidelines to implement the principles set forth above, and will recommend any proposed changes to those Guidelines to the Board of Directors for approval. 11. Periodic Review of These Principles These Principles will be reviewed annually by the Nominating & Corporate Governance Committee and may be amended by the Board from time to time. JJPCG\February 2009

Johnson & Johnson Policy on Business Conduct

Responsibilities of Managers and Employees All managers shall be responsible for the enforcement of and compliance with this Policy on Business Conduct including necessary distribution to ensure employee knowledge and compliance. The board of directors or other governing body of each affiliate company shall formally adopt this Policy as its own corporate policy binding on all directors, officers and employees of the company. Appropriate managers will periodically be required to certify compliance with this Policy. Any false certification - even if directed by a supervisor - will be dealt with severely. All employees are responsible for complying with this Policy. Any employee having information concerning any prohibited or unlawful act shall promptly report such matter to the General Counsel or other member of the Law Department of Johnson & Johnson. While this is the preferred reporting procedure, employees should also feel free to report to anyone in line management, including the Executive Committee, Corporate Internal Audit, the Chief Financial Officer, the Treasurer, the Controller or the Secretary of Johnson & Johnson. It could also be appropriate to contact the Audit Committee of the Board of Directors, through its Chairman, or one of the other independent directors on the Board of Directors of Johnson & Johnson. Employees can write to any of these individuals anonymously at the Company's

Headquarters, One Johnson & Johnson Plaza, New Brunswick, NJ 08933. In addition, Johnson & Johnson companies throughout the world have telephone compliance lines that allow employees to report anonymously any complaints or concerns arising under the Policy on Business Conduct or otherwise. Employees can also call anonymously the Corporate Headquarters telephone compliance line at 888-384-0947. Employees should be advised of this reporting obligation and encouraged to report any prohibited or unlawful activities of which they are aware. There will be no reprisals for reporting such information and employees should be so advised. The Corporate Internal Audit Department has audit programs with procedures to assist in monitoring compliance with this Policy. The outside auditors will also be particularly alert and sensitive to such compliance. All employees are expected to provide full assistance and disclosure to both the internal and external auditors in connection with any review of compliance with this Policy. Conflicts of Interest Every employee has a duty to avoid business, financial or other direct or indirect interests or relationships which conflict with the interests of the Company or which divide his or her loyalty to the Company. Any activity which even appears to present such a conflict must be avoided or terminated unless, after disclosure to the appropriate level of management, it is determined that the activity is not harmful to the Company or otherwise improper. A conflict or the appearance of a conflict of interest may arise in many ways. For example, depending on the circumstances, the following may constitute an improper conflict of interest: Ownership of or an interest in a competitor or in a business with which the Company has or is contemplating a relationship (such as a supplier, customer, landlord, distributor, licensee/ licensor, etc.) either directly or indirectly, such as through family members. Profiting, or assisting others to profit, from confidential information or business opportunities that are available because of employment by the Company. Providing service to a competitor or a proposed or present supplier or customer as an employee director, officer, partner, agent or consultant. Soliciting or accepting gifts, payments, loans, services or any form of compensation from suppliers, customers, competitors or others seeking to do business with the Company. Social amenities customarily associated with legitimate business relationships are permissible. These include the usual forms of entertainment such as lunches or dinners as well as occasional gifts of modest value. While it is difficult to define "& customary," "modest," or "usual" by stating a specific dollar amount, common sense should dictate what would be considered extravagant or excessive. If a

disinterested third party would be likely to infer that it affected your judgment, then it is too much. All of our business dealings must be on arm's-length terms and free of any favorable treatment resulting from the personal interest of our employees. Loans to employees from financial institutions which do business with the Company are permissible as long as the loans are made on prevailing terms and conditions. Influencing or attempting to influence any business transaction between the Company and another entity in which an employee has a direct or indirect financial interest or acts as a director, officer, employee, partner, agent or consultant. Buying or selling securities of any other company using non-public information obtained in the performance of an employee's duties, or providing such information so obtained to others. Disclosure is the key. Any employee who has a question about whether any situation in which he or she is involved amounts to a conflict of interest or the appearance of one should disclose the pertinent details, preferably in writing, to his or her supervisor. Each supervisor is responsible for discussing the situation with the employee and arriving at a decision after consultation with or notice to the appropriate higher level of management. Each President, General Manager and Managing Director is responsible for advising his or her Company Group Chairman or International Vice President, as the case may be, in writing, of all disclosures and decisions made under this Policy. The Law Department in New Brunswick should be consulted for advice as necessary. To summarize, each employee is obligated to disclose his or her own conflict or any appearance of a conflict of interest. The end result of the process of disclosure, discussion and consultation may well be approval of certain relationships or transactions on the ground that, despite appearances, they are not harmful to the Company. But all conflicts and appearances of conflicts of interest are prohibited, even if they do not harm the Company, unless they have gone through this process. Compliance with Laws and Regulations Our health care business is subject to extensive governmental regulation throughout the world. The approval and sale of pharmaceutical products and medical devices is particularly heavily regulated, but many other aspects of our business are also covered by statutes and regulations. Consistent with our Credo and business philosophy, it is the policy of Johnson & Johnson to comply with the laws of each country in which our companies do business. It is the responsibility of each company's management and employees to be familiar with the laws and regulations that relate to their business

responsibilities and to comply with them. The Law Department of Johnson & Johnson conducts periodic programs to help our companies and employees understand and comply with applicable laws and regulations and are available to your company for this purpose. Additionally, the Law Department is always available for consultation on the laws which relate to our businesses around the world. However, it is the responsibility of each company's management to ensure compliance with applicable laws. If an employee has any question whether a transaction or course of conduct complies with applicable statutes or regulations, it is the responsibility of that employee to obtain legal advice from the Law Department and act in accordance with that advice. It is the responsibility of each company's management to ensure that employees are aware of their responsibilities in this regard. Set forth below are several areas of regulated business activity that require particular attention. Antitrust and Competition Laws It is the policy of Johnson & Johnson to comply with the antitrust and competition laws of each country in which our companies do business. No employee of the Company shall engage in anti-competitive conduct in violation of any such antitrust or competition law. Environmental Laws and Regulations Johnson & Johnson is committed to conducting its business in an environmentally sound manner. In addition to carrying out the corporate-wide programs the Company has initiated, management and employees are required to be familiar with environmental laws and regulations which relate to their employment responsibilities and to comply with them. This includes ensuring that reports on environmental matters filed with government agencies or required by law to be published are complete and accurate. Healthcare Compliance; Approval, Manufacture, Sales and Marketing of Drug, Medical Device, Diagnostics, and Consumer Products No aspect of our business is more subject to governmental regulation than the development, manufacture, approval, sales and marketing of our health care products. Because of the complex nature of many of these regulations, management must take particular care to ensure appropriate employees are aware of regulatory requirements and take necessary steps to comply with them.

Employment and Labor Laws and Policies Our most important resource is our employees. All employment must be in compliance with all applicable laws and regulations, including those concerning hours, compensation, opportunity, human rights and working conditions. Johnson & Johnson strictly prohibits discrimination or harassment against any employee because of the individual's race, color, religion, gender, sexual orientation, national origin, age, disability, veteran's status or any status protected by law. It is the policy of Johnson & Johnson that all employees work in a clean, orderly and safe environment. In the interest of maintaining a safe and healthy workplace, the Company requires full compliance with applicable workplace safety and industrial hygiene standards mandated by law. In addition to local laws and regulations, the Company's Employment of Young Persons policy applies to the employment of persons under the age of 18 in the manufacture of any product, or any component of a product, by or for any of our businesses. Company policy also prohibits the use of any forced or compulsory labor in the manufacture of any product, or any component of a product, by or for any of our businesses. Compliance with Securities Laws The Company is often required by the Securities Laws of the United States to disclose to the public important information regarding the Company. An employee who knows important information about the Company that has not been disclosed to the public must keep such information confidential. It is a violation of United States law to purchase or sell Johnson & Johnson stock on the basis of such important non-public information. Employees may not do so and may not provide such information to others for that or any other purpose. Employees may not buy or sell securities of any other company using important non-public information obtained in the performance of their duties. Employees may not provide such information so obtained to others. Political Activities and Contributions The Company encourages employees to be involved personally in political affairs. However, no employee shall directly or indirectly use or contribute funds or assets of the Company for or to any political party, candidate or campaign unless such a use or contribution is an accepted practice and lawful in the country involved and is approved by the appropriate Company Group Chairman.

Respect for Trade Secrets It is the policy of Johnson & Johnson to respect the trade secrets and proprietary information of others. Although information obtained from the public domain is a legitimate source of competitive information, a trade secret obtained through improper means is not. If a competitor's trade secrets or proprietary information are offered to an employee in a suspicious manner, or if an employee has any question about the legitimacy of the use or acquisition of competitive information, the Law Department should be contacted immediately. No action regarding such information should be taken before consultation with the Law Department. Use of Funds, Assets, Complete and Accurate Books and Records; SecondCountry Payments Sales of the Company's products and services, and purchases of products and services of suppliers, shall be made solely on the basis of quality, price and service, and never on the basis of giving or receiving payments, gifts, entertainment or favors. No Company funds, assets or information shall be used for any unlawful purpose. No employee shall purchase privileges or special benefits through payment of bribes, illegal political contributions, or other illicit payments or otherwise give anything of value to a government official in order to influence inappropriately any act or decision on the part of the official. No undisclosed or unrecorded fund or asset shall be established for any purpose. No false or artificial entries shall be made in the books and records of the Company for any reason, and no employee shall engage in any arrangement that results in such prohibited act, even if directed to do so by a supervisor. No payment shall be approved or made with the agreement or understanding that any part of such payment is to be used for any purpose other than that described by documents supporting the payment. No payments of any kind (whether commissions, promotional expenses, personal expenses, free goods or whatever) shall be made to an unaffiliated distributor or sales agent (or employee or agent thereof) in any country other than that in which the sales were made or in which the distributor or sales agent has a substantial place of business. Such payments (sometimes referred to as "second-country" payments) may be made to other entities such as suppliers of goods and services provided:

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The laws of any involved country permit the payment and receipt of such "off-shore" funds, as determined in advance of any commitment by competent local legal counsel in collaboration with the Johnson & Johnson Law Department, The transaction complies in all other respects with this Policy on Business Conduct, and The arrangements are set forth in a letter of understanding between our Company and the outside entity, and these letters are available for review by our internal and outside auditors. The Presidents and Managing Directors of our companies have the primary responsibility to devise, establish and maintain an effective system of internal accounting controls, and to demonstrate that such controls have been appraised and documented. General guidelines relating to this appraisal function and documentation standards are available from the Vice President of Corporate Internal Audit. Code of Business Conduct & Ethics for Members of The Board Of Directors And Executive Officers Responsibilities of Directors and Executive Officers The Board of Directors of Johnson & Johnson has adopted this Code of Business Conduct & Ethics for the members of the Board of Directors and the Executive Officers (as defined under the regulations of the Securities and Exchange Commission) of the Company. Each Director and Executive Officer shall be responsible for complying with this Code. Executive Officers of the Company must comply with the Johnson & Johnson Policy on Business Conduct also. If any Director or Executive Officer believes that a prohibited act under this Code has occurred, then he or she shall promptly report such belief to the Chairman of the Board, the Presiding Director and the General Counsel. While this is the preferred reporting procedure, any Director or Executive Officer should feel free to report any such alleged prohibited act hereunder to the Chairman of the Audit Committee or the Chairman of the Nominating & Corporate Governance Committee. The Board (or, at the discretion of the independent members of the Board, the Nominating & Corporate Governance Committee) will review and investigate any

such reported prohibited act, without the participation of any Director who may be the subject of such report. If the Board determines that any such act represents a violation under this Code, then appropriate remedial or disciplinary action will be taken. The Company will disclose any such violation and the remedial or disciplinary action taken, to the extent required by the Federal securities or other applicable laws. If the Board determines that any such act represents a violation under this Code, but does not believe that any remedial or disciplinary action is necessary or desirable (or if the Board agrees to waive compliance with a provision of the Code on behalf of any Director or Executive Officer), then the Company shall promptly disclose the violation or waiver and the Board's rationale for its decision. Furthermore, the Company shall also disclose if the Board fails to investigate or take action within a reasonable period of time after learning of any such alleged prohibited act under this Code. All Directors and Executive Officers are expected to provide full assistance and disclosure to the Board, the Company and its internal and external auditors in connection with any review of compliance with this Code. 1. Conflicts of Interest Every Director and Executive Officer has a duty to avoid business, financial or other direct or indirect interests or relationships which conflict with the interests of the Company or which divide his or her loyalty to the Company. A conflict or the appearance of a conflict of interest may arise in many ways. Each Director and Executive Officer must deal at arm's length with the Company and should disclose to the Chairman, Vice Chairman or Presiding Director any conflict or any appearance of a conflict of interest on his or her part. Any activity which even appears to present such a conflict must be avoided or terminated unless, after such disclosure to the Board, it is determined that the activity is not harmful to the Company or otherwise improper. The end result of the process of disclosure, discussion and consultation may well be approval of certain relationships or transactions on the ground that, despite appearances, they are not harmful to the Company. But all conflicts and appearances of conflicts of interest are prohibited, even if they do not harm the Company, unless they have gone through this process.

2. Conduct of Business and Fair Dealing No Director or Executive Officer shall:

y y y

compete with the Company by providing service to a competitor as an employee, officer or director or in a similar capacity; profit, or assist others to profit, from confidential information or business opportunities that are available because of service to the Company; improperly influence or attempt to influence any business transaction between the Company and another entity in which a Director or Executive Officer has a direct or indirect financial interest or acts as an employee, officer or director or in a similar capacity; or Take unfair advantage of any customer, supplier, competitor or other person through manipulation, concealment, misrepresentation of material facts or other unfairdealing practice. 3. Gifts No Director or Executive Officer shall solicit or accept gifts, payments, loans, services or any form of compensation from suppliers, customers, competitors or others seeking to do business with the Company. Social amenities customarily associated with legitimate business relationships are permissible. These include the usual forms of entertainment such as lunches or dinners as well as occasional gifts of modest value. While it is difficult to define "customary," "modest" or "usual" by stating a specific dollar amount, common sense should dictate what would be considered extravagant or excessive. If a disinterested third party would be likely to infer that it affected the judgment of a Director or Executive Officer, then it is too much. All business dealings must be on arm's-length terms and free of any favorable treatment resulting from the personal interest of our Directors and Executive Officers. 4. Compliance with Laws and Regulations Consistent with our Credo and business philosophy, it is the policy of Johnson & Johnson to comply with the laws of each country in which our companies do business. Each Director and Executive Officer shall comply with all applicable laws, rules and regulations, and shall use all reasonable efforts to oversee compliance by employees, other Directors and other Executive Officers with all applicable laws, rules and regulations. 5. Use of Non-Public Information and Disclosure A Director or Executive Officer who knows important information about the Company that has not been disclosed to the public must keep such information confidential. It is a violation of United States law to purchase or sell Johnson & Johnson stock on the basis of such important non-public information. Directors and Executive Officers may not do so and may not provide such information to others

for that or any other purpose. Directors and Executive Officers also may not buy or sell securities of any other company using important non-public information obtained in the performance of their duties on behalf of the Company and may not provide any such information so obtained to others. Directors and Executive Officers shall maintain the confidentiality of any nonpublic information learned in the performance of their duties on behalf of the Company, except when disclosure is authorized or legally mandated. 6. Use of Company Funds, Assets and Information Each Director and Executive Officer shall protect the Company's funds, assets and information and shall not use the Company funds, assets or information to pursue personal opportunities or gain. No Company funds, assets or information shall be used for any unlawful purpose. No undisclosed or unrecorded fund or asset shall be established for any purpose. No false or artificial entries shall be made in the books and records of the Company for any reason, and no Director or Executive Officer shall engage in any arrangement that results in such prohibited act. Certificate of Compliance with the Johnson & Johnson Code of Business Conduct & Ethics for Members of the Board of Directors And Executive Officers Each year each Executive Officer and Director must sign the following certificate of compliance with the Code of Business Conduct & Ethics for Members of the Board of Directors and Executive Officers.