Introduction

1. Honest and Ethical Conduct
   It is the policy of Openwave to promote high standards of integrity by conducting our affairs in an honest and ethical manner. The integrity and reputation of Openwave depends on the honesty, fairness and integrity brought to the job by each person associated with us. Unyielding personal integrity is the foundation of corporate integrity.
   
   
2. Legal Compliance
   Obeying the law, both in letter and in spirit, is the foundation of this Code. Our success depends upon each employee operating within legal guidelines and cooperating with local, national and international authorities. We expect you to read, understand and comply with our policies regarding compliance with laws, including our policy against insider trading. While we do not expect you to memorize every detail of the laws, rules and regulations applicable to us, we want you to be able to determine when to seek advice from others. If you do have a question in the area of legal compliance, it is important that you not hesitate to seek answers from your supervisor, the General Counsel or the Associate General Counsel.
   
   Violation of domestic or foreign laws, rules and regulations may subject an individual, as well as Openwave, to civil and/or criminal penalties. You should be aware that conduct and records, including emails, are subject to internal and external audits and to discovery by third parties in the event of a government investigation or civil litigation. It is in everyone's best interests to know and comply with our legal obligations.
   
   
3. International Business Laws
   Our employees are expected to comply with the applicable laws in all countries to which they travel, in which they operate and where we otherwise do business, including laws prohibiting bribery, corruption or the conduct of business with specified individuals, companies or countries. The fact that, in some countries, certain laws are not enforced or that violation of those laws is not subject to public criticism will not be accepted as an excuse for noncompliance. In addition, we expect employees to comply with U.S. laws, rules and regulations governing the conduct of business by its citizens and corporations outside the U.S.
   
   These U.S. laws, rules and regulations, which extend to all of our activities outside the U.S., include:
   • The Foreign Corrupt Practices Act, which prohibits directly or indirectly giving anything of value to a government official to obtain or retain business or favorable treatment and requires the maintenance of accurate books of account, with all company transactions being properly recorded;
     
     
   • U.S. Embargoes, which restrict or, in some cases, prohibit companies, their subsidiaries and their employees from doing business with certain other countries identified on a list that changes periodically (including, for example, Cuba, Iran, Syria, North Korea and Myanmar (formerly Burma)) or specific companies or individuals;
     
     
   • Export Controls, which restrict travel to designated countries or prohibit or restrict the export of goods, services and technology to designated countries, denied persons or denied entities from the U.S. or the re-export of U.S. origin goods from the country of original destination to such designated countries, denied persons or denied entities;
     
     
   • Anti-boycott Compliance, which prohibits U.S. companies from taking any action that has the effect of furthering or supporting a restrictive trade practice or boycott that is fostered or imposed by a foreign country against a country friendly to the U.S. or against any U.S. person; and
     
     
   • The Immigration Reform and Control Act of 1986 and other laws concerning immigration and the hiring of legally documented workers. Openwave recognizes that foreign nationals may be a valuable source of key talent, but that not all foreign nationals are authorized to work for Openwave immediately. In some cases, it may be necessary to obtain a required work authorization from the U.S. Department of Homeland Security or similar government agency in our overseas locations prior to a foreign national working as an employee of the Company
   If you have a question as to whether an activity is restricted or prohibited, seek assistance before taking any action, including giving any verbal assurances that might be regulated by international laws.
   
   
4. Conflicts of Interest
   We respect the rights of our employees to manage their personal affairs and investments and do not wish to impinge on their personal lives. At the same time, employees should avoid conflicts of interest that occur when their personal interests may interfere in any way with the performance of their duties or the best interests of Openwave. A conflicting personal interest could result from an expectation of personal gain now or in the future or from a need to satisfy a prior or concurrent personal obligation. We expect our employees to be free from influences that conflict with the best interests of Openwave. Even the appearance of a conflict of interest where none actually exists can be damaging and should be avoided. Whether or not a conflict of interest exists or will exist can be unclear. Conflicts of interest are prohibited unless specifically authorized as described below. If you have any questions about a potential conflict or if you become aware of an actual or potential conflict and you are not an officer or a member of the board of directors of Openwave, you should discuss the matter with your supervisor, the General Counsel or the Associate General Counsel, as further described in Section 11. Supervisors may not authorize conflict of interest matters or make determinations as to whether a problematic conflict of interest exists without first seeking the approval of the General Counsel and providing the General Counsel with a written description of the activity. If the supervisor is involved in the potential or actual conflict, you should discuss the matter directly with the General Counsel. Officers and members of the board of directors may seek authorizations and determinations from the Audit Committee.
   
   Although no list can include every possible situation in which a conflict of interest could arise, the following are examples of situations that may, depending on the facts and circumstances, involve problematic conflicts of interests:
   • Employment by (including consulting for) or service on the board of a competitor, customer, supplier or other service provider. From time to time, members of the board of directors and employees of Openwave may wish to serve on the board of directors of companies which are customers, suppliers or other service providers of Openwave. Often times such service could be in the interests of Openwave. However, to help assure that any taint of a potential conflict of interest is removed from such service, each director or employee that desires to join the board of a customer, supplier or other service provider will: (i) provide a reasonably detailed description of such service to be performed and the potential benefits to Openwave of such service and (ii) obtain approval of the majority of the disinterested directors. Of course, any activity that enhances or supports the position of a competitor to the detriment of Openwave is prohibited, including (without limitation) employment by or service on the board of a competitor.
     
     
   • Owning, directly or indirectly, a significant financial interest in any entity that does business, seeks to do business or competes with us. In addition to the factors described above, persons evaluating ownership in other entities for conflicts of interest will consider the size and nature of the investment, the nature of the relationship between the other entity and Openwave, the employee's access to confidential information and the employee's ability to influence Openwave decisions. If you would like to acquire a financial interest of that kind, you must seek approval in advance.
     
     
   • Soliciting or accepting gifts, favors, loans or preferential treatment from any person or entity that does business or seeks to do business with us. See Section 7 for further discussion of the issues involved in this type of conflict.
     
     
   • Soliciting contributions to any charity or for any political candidate from any person or entity that does business or seeks to do business with us.
     
     
   • Conducting our business transactions with your family member or a business in which you have a significant financial interest. Material related-party transactions approved by the Audit Committee and involving any executive officer or board director will be publicly disclosed as required by applicable laws and regulations.
     
     
   • Exercising supervisory or other authority on behalf of Openwave over a co-worker who is also a family member. The employee's supervisor and/or the General Counsel will consult with the Human Resources department to assess the advisability of reassignment.
     
     
   • Loans to or guarantees of obligations of employees or their family members by Openwave could be improper. Such loans could constitute an improper personal benefit to the recipients of these loans or guarantees, depending on the facts and circumstances. Some loans are expressly prohibited by law and applicable law may require that the Openwave board of directors approve certain loans and guarantees.
     
     
   • Outside Employment. It is a conflict of interest to engage in any business outside of Openwave if it could interfere with your performance at Openwave or require you to use Openwave confidential information, property or systems, especially if you are performing work for, or providing services to, an actual or potential competitor, customer or supplier of Openwave.
     
     
   • Invention, Books and Publications. Employees must obtain approval before developing, outside of Openwave, any products, software or intellectual property that is or may be related to Openwave's current or potential business.
5. Maintenance of Corporate Books, Records, Documents and Accounts; Financial Integrity; Public Reporting
   The integrity of our records and public disclosure depends upon the validity, accuracy and completeness of the information supporting the entries to our books of account. Therefore, our corporate and business records should be completed accurately and honestly. The making of false or misleading entries, whether they relate to financial results, customer contracts, or test results, is strictly prohibited. Our records serve as a basis for managing our business and are important in meeting our obligations to customers, suppliers, creditors, employees and others with whom we do business. As a result, it is important that our books, records and accounts accurately and fairly reflect, in reasonable detail, our assets, liabilities, revenues, costs and expenses, as well as all transactions and changes in assets and liabilities. We require that:
   • no entry be made in our books and records that intentionally hides or disguises the nature of any transaction or of any of our liabilities or misclassifies any transactions as to accounts or accounting periods;
     
     
   • transactions be supported by appropriate documentation;
     
     
   • the terms of sales and other commercial transactions be reflected accurately in the documentation for those transactions and all such documentation be reflected accurately in our books and records;
     
     
   • employees comply with our system of internal controls; and
     
     
   • no cash or other assets may be maintained for any purpose, in any unrecorded or "off-the-books" fund.
   Our accounting records are also relied upon to produce reports for our management, stockholders and creditors, as well as for governmental agencies. In particular, we rely upon our accounting and other business and corporate records in preparing the periodic and current reports that we file with the SEC. Securities laws require that these reports provide full, fair, accurate, timely and understandable disclosure and fairly present our financial condition and results of operations. Employees who collect, provide or analyze information for or otherwise contribute in any way in preparing or verifying these reports should strive to ensure that our financial disclosure is accurate and transparent and that our reports contain all of the information about Openwave that would be important to enable stockholders and potential investors to assess the soundness and risks of our business and finances and the quality and integrity of our accounting and disclosures. In addition:
   • no employee may take or authorize any action that would intentionally cause our financial records or financial disclosure to fail to comply with generally accepted accounting principles, the rules and regulations of the SEC or other applicable laws, rules and regulations;
     
     
   • all employees must cooperate fully with investigations, audits and inquiries to help ensure that our books and records, as well as our reports filed with the SEC, are accurate and complete and timely filed; and
     
     
   • no employee should knowingly make (or cause or encourage any other person to make) any false or misleading statement in any of our reports filed with our internal auditors or the SEC or knowingly omit (or cause or encourage any other person to omit) any information necessary to make the disclosure in any of our reports accurate in all material respects.
   Any employee who becomes aware of any departure from these standards has a responsibility to report his or her knowledge promptly to a supervisor, the General Counsel, the Audit Committee or one of the other compliance resources described in Section 11.
   
   
6. Fair Dealing
   We strive to outperform our competition fairly and honestly. Advantages over our competitors are to be obtained through superior performance of our products and services, not through unethical or illegal business practices. Acquiring proprietary information from others through improper means, possessing trade secret information that was improperly obtained, or inducing improper disclosure of confidential information from past or present employees of other companies is prohibited, even if motivated by an intention to advance our interests. If information is obtained by mistake that may constitute a trade secret or other confidential information of another business, or if you have any questions about the legality of proposed information gathering, you must consult your supervisor or the General Counsel, as further described in Section 11.
   
   You are expected to deal fairly with our customers, suppliers, employees and anyone else with whom you have contact in the course of performing your job. Be aware that the US Federal Trade Commission Act provides that "unfair methods of competition in commerce, and unfair or deceptive acts or practices in commerce, are declared unlawful." It is a violation of the Act to engage in deceptive, unfair or unethical practices and to make misrepresentations in connection with sales activities. Each employee should endeavor to respect the rights of and deal fairly with Openwave's customers, suppliers, competitors and employees. No employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other intentional unfair-dealing practice.
   
   Employees involved in procurement have a special responsibility to adhere to principles of fair competition in the purchase of products and services by selecting suppliers based exclusively on normal commercial considerations, such as quality, cost, availability, service and reputation, and not on the receipt of special favors.
   
   
7. Gifts and Entertainment
   Business gifts and entertainment are meant to create goodwill and sound working relationships and not to gain improper advantage with customers or facilitate approvals from government officials. The exchange, as a normal business courtesy, of meals or entertainment (such as tickets to a game or the theatre or a round of golf) is a common and acceptable practice as long as it is not extravagant. Unless express permission is received from the General Counsel or the Audit Committee, gifts and entertainment cannot be offered, provided or accepted by any employee unless consistent with customary business practices and not (a) of more than an amount that would, or could give the appearance that it could, cause you to put your interests before those of Openwave, (b) in cash, (c) susceptible to being reasonably construed as a bribe or kickback, (d) made or received on a regular or frequent basis or (e) in violation of any laws. This principle applies to our transactions everywhere in the world, even where the practice is widely considered "a way of doing business." Employees should not accept gifts or entertainment that may reasonably be deemed to affect their judgment or actions in the performance of their duties. Our customers, suppliers and the public at large should know that our employees' judgment is not for sale.
   
   Under some statutes, such as the Foreign Corrupt Practices Act (further described in Section 3 above), giving anything of value to a government official to obtain or retain business or favorable treatment is a criminal act subject to prosecution and conviction. Discuss with your supervisor or the General Counsel any proposed entertainment or gifts if you are uncertain about their appropriateness and review the Openwave FCPA Policy.
   
   
8. Protection and Proper Use of Company Assets
   All employees are expected to protect our assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on our profitability. Our property, such as office supplies, computer equipment and buildings, are expected to be used only for legitimate business purposes, although incidental personal use may be permitted, so long as such use does not interfere with the employee's productivity or violate any other Company policy. You may not, however, use our corporate name, any brand name or trademark owned or associated with Openwave or any letterhead stationery for any personal purpose.
   
   
9. Confidentiality
   One of our most important assets is our confidential information. As an employee of Openwave, you may learn of information about Openwave that is confidential and proprietary. You also may learn of information before it is released to the general public. Employees who have received or have access to confidential information should take care to keep this information confidential. You agree at all times during the term of your relationship with the Company and thereafter, to hold in strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person, firm, corporation or other entity without written authorization of the Company's Chief Executive Officer, any confidential information of the Company. You further agree not to make copies of such confidential information except as authorized by the Company. You understand that "confidential information" is the property of the Company and means any and all confidential knowledge, data or information related to the Company's business or its actual or demonstrably anticipated research or development, including without limitation (a) trade secrets, inventions, ideas, processes, computer source and object code, data, formulae, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques; (b) information regarding products, services, plans for research and development, marketing and business plans, budgets, financial statements, contracts, prices, suppliers, and customers; (c) information regarding the skills and compensation of the Company's employees, contractors and any other service providers of the Company; and (d) the existence of any business discussions, negotiations or agreements between the Company and any third party. You understand that confidential information does not include any of the foregoing items which have become publicly and widely known and made generally available through no wrongful act of yours or of others who were under confidentiality obligations as to the information involved.
   
   You recognize that the Company has received and in the future will receive confidential or proprietary information from third parties subject to a duty on the Company's part to maintain the confidentiality of such information and to use it only for certain limited and authorized purposes. You agree to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out your work for the Company consistent with the Company's agreement with such third party.
   
   You are expected to keep confidential information confidential unless and until that information is released to the public through approved channels (usually through a press release, an SEC filing or a formal communication from a member of senior management). Every employee has a duty to refrain from improperly disclosing to any person confidential information about us or any other company learned in the course of employment here, until that information is disclosed to the public through approved channels. This policy requires you to refrain from discussing confidential information with outsiders and even with other Openwave employees, unless those fellow employees have a legitimate need to know the information in order to perform their job duties. Unauthorized use or distribution of this information could also be illegal and result in civil liability and/or criminal penalties.
   
   You should also take care not to inadvertently disclose confidential information. Materials that contain confidential information, such as memos, notebooks, computer disks and laptop computers, should be stored securely. Unauthorized posting or discussion of any information concerning our business or prospects on the Internet is prohibited. You may not discuss our business or prospects in any "chat room," "blog," instant message or similar discussion forum, regardless of whether you use your own name or a pseudonym. Be cautious when discussing sensitive information in public places like elevators, airports, restaurants and "quasi-public" areas within Openwave, such as cafeterias. All Openwave emails, voicemails and other communications are presumed confidential and should not be forwarded or otherwise disseminated outside of Openwave, except where required for legitimate business purposes.
   
   In addition to the above responsibilities, if you are handling information protected by any privacy policy published by us, such as our website privacy policy, then you must handle that information in accordance with the applicable policy.
   
   
10. Waivers
    Any waiver of this Code for executive officers (including, where required by applicable laws, our principal executive officer, principal financial officer, principal accounting officer or controller (or persons performing similar functions)) or directors may be authorized only by our Board of Directors or, to the extent permitted by the rules of Nasdaq, a committee of the Board of Directors and will be disclosed to stockholders as required by applicable laws, rules and regulations.
    
    
11. Compliance Standards and Procedures
    
    Compliance Resources
    To facilitate compliance with this Code, the General Counsel is a person to whom you can address any questions or concerns. The General Counsel, Bruce Posey, can be reached at extension 5320 or via email at bposey@openwave.com. In addition to fielding questions or concerns with respect to potential violations of this Code, the General Counsel is responsible for:
    • investigating possible violations of the Code;
      
      
    • conducting periodic training sessions to refresh employees' familiarity with the Code;
      
      
    • distributing copies of the Code annually via email to each employee with a reminder that each employee is responsible for reading, understanding and complying with the Code;
      
      
    • updating the Code as needed and alerting employees to any updates, with appropriate approval of the Audit Committee of the Board of Directors, to reflect changes in the law, Openwave operations and in recognized best practices, and to reflect Openwave experience; and
      
      
    • otherwise promoting an atmosphere of responsible and ethical conduct.
    Your most immediate resource for any matter related to the Code is your supervisor. He or she may have the information you need or may be able to refer the question to another appropriate source. There may, however, be times when you prefer not to go to your supervisor. In these instances, you should feel free to discuss your concern with the General Counsel.
    
    Employees must read Openwave's Employee Complaint Procedures for Accounting and Auditing Matters ("Whistleblower Complaint Procedures"), which describes the Company's procedures for the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters. Any employee may submit a good faith concern regarding questionable accounting or auditing matters without fear of dismissal or retaliation of any kind.
    
    Clarifying Questions and Concerns; Reporting Possible Violations; Protection Against Retaliation
    If you encounter a situation or are considering a course of action and its appropriateness is unclear, discuss the matter promptly with your supervisor or the General Counsel; even the appearance of impropriety can be very damaging and should be avoided.
    
    If you are aware of a suspected or actual violation of Code standards by others, you have a responsibility to report it. You are expected to promptly provide a compliance resource with a specific description of the violation that you believe has occurred, including any information you have about the person(s) involved and the time of the violation. Whether you choose to speak with your supervisor or the General Counsel, you should do so without fear of any form of retaliation for any report of a possible violation of the Code made in good faith. We will take prompt disciplinary action against any employee who retaliates against you, up to and including termination of employment. Please note, however, that any report of a possible violation must be made in good faith. If you make a report of a possible violation without a good faith belief that a violation of the Code may have occurred, then you will not be protected against retaliation, and may be subject to disciplinary action.
    
    Process for Determining Violations; Enforcement Mechanism
    Supervisors must promptly report any complaints or observations of Code violations to the General Counsel. If you believe your supervisor has not taken appropriate action, you should contact the General Counsel directly. The General Counsel will investigate all reported possible Code violations promptly and with the highest degree of confidentiality that is possible under the specific circumstances. Neither you nor your supervisor may conduct any preliminary investigation, unless authorized to do so by the General Counsel. Your cooperation in the investigation will be expected. As needed, the General Counsel will consult with the Human Resources department, Internal Audit department and/or the Audit Committee of the Board of Directors. It is our policy to employ a fair process by which to determine violations of the Code. This process includes:
    1. Collection of reported possible Code violations in the manner noted above;
       
       
    2. Development of a clear statement of the reported possible Code violation(s);
       
       
    3. Development of a clear statement as to the events and circumstances surrounding the reported possible Code violation(s);
       
       
    4. Development of a questionnaire from which to interview individuals that may have knowledge regarding the reported possible Code violation(s);
       
       
    5. Collection of any materials that may support the reported possible Code violation(s);
       
       
    6. Compilation of a formal report, including all interview notes, collected materials and analyses of the information gathered during the investigation process; and
       
       
    7. Submission of the formal report directly to the General Counsel for examination and disposition.
    If any investigation indicates that a violation of the Code has probably occurred, we will take such action as we believe to be appropriate under the circumstances. If we determine that an employee is responsible for a Code violation, he or she will be subject to disciplinary action up to, and including, termination of employment and, in appropriate cases, civil action or referral for criminal prosecution. Appropriate action may also be taken to deter any future Code violations. Disciplinary action can include, but not be limited to, one or more of any of the following, depending on the severity of the Code violation, the history of past Code violations (if any), and any other factors that would normally be considered by Openwave when determining disciplinary action of an employee in connection with a violation of any of Openwave's other company policies:
    1. Possible verbal warning to the employee;
       
       
    2. Possible written warning to the employee;
       
       
    3. Possible termination of the employee (this is mandatory for any employee who has violated a law); or
       
       
    4. Possible appropriate legal action against the employee.