Company Code of Ethics

This Code of Ethics applies to CEL-SCI’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. These persons are referred to in this Code of Ethics as CEL-SCI’s “Senior Officers”.

  The Senior Officers are expected to conduct themselves in an honest and ethical manner.  
       
  The Senior Officers are to refrain from activities involving a conflict of interest between themselves and CEL-SCI or, in the alternative, to obtain approval from CEL-SCI’s Board of Directors before engaging in transactions that may involve a conflict of interest. Activities which involve a conflict of interest include:
       
  Entering into or approving transactions on behalf of CEL-SCI with themselves or with their relatives;  
       
  Holding a significant financial interest in any supplier, contractor, customer, competitor, or security holder;  
       
  Accepting gifts, loans or preferential treatment from any supplier, contractor, customer, competitor, or security holder;  
       
  Soliciting favors or items from any supplier, contractor, customer, competitor or security holder;  
       
  Benefiting improperly from the use or disposition of CEL-SCI’s property; and  
       
  Holding other employment without permission.  
       
Advertising novelties, favors, meals and entertainment may be accepted by Senior Officers only if (a) they are consistent with accepted business practice; (b) they are of limited value and cannot be construed as a bribe or payoff; (c) they do not violate any law or generally accepted ethical standards; and (d) public disclosure of the facts will not embarrass CEL-SCI.
 
       
  The Senior Officers are expected to use their best efforts to insure that CEL-SCI provides full, fair, accurate, timely, and understandable disclosure in reports and documents that CEL-SCI files with, or submits to, any government agency and in any other public communications made by CEL-SCI. To this end, each Senior Officer is required to take appropriate measures such that:
       
  All of CEL-SCI’s accounting records, as well as reports produced from those records, are in accordance with Generally Accepted Accounting Principles and the rules and regulations of the Securities and Exchange Commission.  
       
  CEL-SCI’s records fairly and accurately reflect the transactions to which they relate and are properly classified both as to their nature and the appropriate fiscal period.  
       
  CEL-SCI records fairly and accurately reflect, in reasonable detail, CEL-SCI’s assets, liabilities, revenues and expenses.  
       
  All financial transactions are supported by accurate documentation in reasonable detail.  
       
  No information relating to CEL-SCI is concealed from CEL-SCI’s independent auditors.  
       
 
  The Senior Officers must comply with all government laws, rules and regulations which pertain to CEL-SCI.  
       
  If any Senior Officer fails to comply with this Code, the Senior Officer will be subject to disciplinary measures, including termination of employment.  
       
 

If a violation of this Code of Ethics is discovered or suspected, the Senior Officer must (anonymously, desired) send a detailed note, with relevant documents, to:

  Dr. Peter Young
Chairman, Audit Committee
208 Hewitt Drive, Suite 103-143
Waco, TX 76712