Code of Ethics

March 2003

OVERVIEW

It is the policy of ICON plc ("ICON" or the "Company") that the conduct of every director, officer and employee while acting on behalf of the Company be based upon the highest ethical and legal standards. This code affirms the policy of the Company and is applicable to all of ICON's Officers. ICON's chief executive officer ("CEO"), Chief Financial Officer (the "CFO"), its senior financial officers and other senior officers (collectively, the "Officers") hold an important and elevated role in corporate governance.

This Code of Ethics is intended to be a codification of standards that is reasonably designed to deter wrongdoing and to promote:

Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
Avoidance of conflicts of interest, including internal disclosure of any material transaction or relationship that reasonably could be expected to give rise to such conflict;
Full, fair, accurate, timely, and understandable disclosure in 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;
Compliance with applicable laws, rules and regulations of federal, state and local governments (including the Republic of Ireland, the United States and other foreign governments) and other private and public regulatory agencies;
The prompt internal reporting of violations of this Code of Ethics; and
Accountability for adherence to this Code of Ethics.

HONEST AND ETHICAL CONDUCT

Each Officer shall act with honesty and integrity, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships. The Officers are expected to act in accordance with the highest of standards, thereby setting an example for other officers and employees of the Company. Each Officer shall comply with each provision of the General Code.

INSIDER TRADING (See "Securities Trading Policy" adopted by the Board of Directors in June 1998).

Officers in possession of material information about the Company must abstain from trading in securities until such information is generally and publicly available. Such "material information" might include earnings estimates, stock and dividend activity, changes of control or management, pending mergers, sales acquisitions or other significant business information or developments. Providing such information to others who then trade on it is also strictly prohibited.

CONFIDENTIAL INFORMATION

Officers may become aware of information regarding actual or potential customers, suppliers, or commercial transactions of the Company, or of technical information pertaining to the operations or potential operations of the Company. Such confidential and proprietary information is the exclusive property of the Company and each Officer is bound to keep such information in strictest confidence both during and subsequent to the term of his or her employment. Furthermore, such information is to be used solely for Company purposes and never for the private gain of an Officer (or any member of his or her immediate family), or any third party.

Special care is required regarding the public release of information concerning the Company's business, strategies, activities, and plans, the disclosure of which could influence investors trading in the Company's securities.

AVOIDANCE OF CONFLICTS OF INTEREST

Each Officer shall avoid conflicts of interest. A "conflict of interest" exists when an individual's private interests interfere or conflict in any way (or appears to interfere or conflict) with the interest of the Company. A conflict situation can arise when an Officer takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. Conflicts of interest also arise when an Officer, or member of his or her family, receives improper personal benefits as a result of his or her position in the Company. No relationship affirmatively determined by the Board of Directors to be immaterial shall be deemed to be a conflict of interest within the meaning of this Code.

The following guidelines should be followed:

Officers should communicate any potential or actual conflict of interest (however slight) to the Appropriate Person so that an objective third-party review can be made of the situation. For the purposes of this Code of Ethics, the "Appropriate Person" is (a) in the case of the CEO, the Chairman of the Audit Committee of the Board of Directors, (b) in the case of the CFO, the CEO or, if the CEO would not be an objective third-party, the Chairman of the Audit Committee of the Board of Directors or (c) in the case of any senior financial officer (other than the CFO), the CFO or, if the CFO would not be an objective third-party, the CEO or, if the CEO would not be an objective third-party, the Chairman of the Audit Committee of the Board of Directors.
Officers who render service with or without compensation to any person or group who sell, or is attempting to sell to the Company, and Officers who have (or have close relatives (i.e. parent, spouse, child or sibling) who have) a significant financial or other personal interest in any organization that sells, or is attempting to sell to the Company, must clear the conflict of interest in writing with the Appropriate Person.
Any lease or rental of any kind of facilities or equipment to the Company, or to any other company or individual dealing with the Company as a contractor or supplier, by an Officer (or an Officer's close relative), must be disclosed to the Appropriate Person.
Prior approval by the CEO or, if the CEO would not be an objective third-party, the Chairman of the Audit Committee of the Board of Directors is required before an Officer accepts a position as an officer or director, or becomes a member of a supplier, customer or competitor of the Company.

PUBLIC DISCLOSURES

Each Officer shall act to promote full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, the SEC and in other public communications made by the Company. Each Officer shall act to promote the Company's: (i) maintenance of accurate books and records that fully, fairly and accurately reflect the Company's financial information and reporting of transactions, (ii) maintenance of disclosure controls and procedures to insure that material information relating to the Company is made known to management, particularly during the periods in which the Company's periodic reports are being prepared, (iii) disclosure of material off-balance sheet transactions in compliance with applicable laws and regulations and (iv) general presentation of information in a clear and orderly manner.

COMPLIANCE WITH LAWS, RULES AND REGULATIONS

Each Officer shall comply with all governmental laws, rules and regulations that are applicable to ICON and such Officers (in his or her capacity as an officer of ICON). In connection with issues concerning such compliance, the Officers should consult with appropriate legal counsel, or other outside advisors (such as the Company's auditors), on such questions as he or she deems appropriate.

REPORTING OF VIOLATIONS OF CODE

Each Officer shall comply with the following guidelines, including promptly reporting any violations of this Code of Ethics in accordance with the procedures set forth below:

Once a year, each Officer shall certify to the Board of Directors that he or she has followed this Code of Ethics and knows of no deviations from this Code of Ethics by any other Officer, or shall give specific details of any such deviation.
Officers shall disclose to the Appropriate Person any matter in which they are or may become involved, which in their opinion violates, may violate, or even appear to violate the intent of this Code of Ethics.
In addition to the disclosures described in #2 above, all Officers shall report violations of this Code of Ethics by other Officers of which they have knowledge to the Appropriate Person. The Company will not retaliate, and will ensure that no employee retaliates, for any report made in good faith.

No adverse action will be taken against you for making a complaint or disclosing information in good faith, and any Officer who retaliates in any way against any individual who in good faith reports any violation or suspected violation of the Code will be subject to disciplinary action.
Observing the law is a minimum. The Company's Code envisions a level of ethical business conduct well above the minimum required by law.
Violation of this Code will be grounds for appropriate immediate disciplinary action including, where appropriate, dismissal. Conduct contrary to this Code is outside of the scope of employment.

ACCOUNTABILITY FOR ADHERENCE TO THE CODE

ICON and its Board of Directors expects that each of the Officers will comply with all of the terms of this Code of Ethics. The Appropriate Person (or the Board of Directors, in the case of a violation by the CEO) shall determine what, if any, consequences should result from a violation of this Code of Ethics by any Officer. Such consequences may include a reduction in compensation, a reassignment of responsibilities, a loss of such Officer's current office or dismissal from the Company. In making such determination, the Appropriate Person or the Board of Directors, as the case may be, may take into account all relevant factors, including type and severity of violation.

AMENDMENTS AND WAIVERS OF THE CODE

Amendments and waivers of this Code of Ethics shall be subject to the following guidelines:

An amendment of this Code of Ethics may be made by ICON at any time.
A grant of a waiver of the provisions of this Code of Ethics to any particular Officer may only be made by the Board of Directors upon recommendation by the Audit Committee of the Board of Directors.
If an Officer believes that the application of this Code of Ethics would be inappropriate or detrimental to the Company in a particular instance, a request for an exception may be made to the Appropriate Person.
The Company shall make a public disclosure of any amendment or waiver within two business days of such amendment or waiver (or such shorter or longer period of time as is mandated by the SEC). The method of disclosure shall be in accordance with the rules and regulation of the SEC and shall be (a) on a Form 6-K filed with the SEC, (b) on the Company's website or (c) pursuant to any other method permitted by the SEC.