Our Approach

Commitment to quality research, innovation and collaboration.

Mission

Cellectar’s commitment to research and development of an innovative pipeline through collaboration and manufacturing of quality drug products motivates us daily. The potential to diagnose and treat cancer patients by providing the highest quality specialized treatments creates a rewarding environment for its employees.

Vision

Cellectar‘s goal is to improve the lives of cancer patients through innovation, collaboration, and the manufacturing of our targeted drug delivery technologies.

Corporate Governance

The Board of Directors of Cellectar Biosciences (the “ Company”) sets high standards for the Company’s employees, officers and directors. Implicit in this philosophy is the importance of sound corporate governance. It is the duty of the Board of Directors to serve as a prudent fiduciary for shareholders and to oversee the management of the Company’s business. To fulfill its responsibilities and to discharge its duty, the Board of Directors follows the procedures and standards that are set forth in these guidelines. These guidelines are subject to modification from time to time as the Board of Directors deems appropriate in the best interests of the Company or as required by applicable laws and regulations.

Corporate Governance Charters & Code of Ethics

Audit Committee Charter

CELLECTAR BIOSCIENCES, INC. 

AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

Charter

(Adopted March 21, 2006)

The Board of Directors of Cellectar Biosciences, Inc. (formerly Novelos Therapeutics, Inc.,) a Delaware corporation (the “Company”), has created an Audit Committee of the Board of Directors. This charter, as adopted by the Novelos Board of Directors on March 21, 2006, states the authority and responsibilities of the Audit Committee.

I. Purpose.    The purpose of the Audit Committee is to assist the board in fulfilling its oversight responsibilities relating to (a) the quality and integrity of the Company’s financial statements and other financial reports, (b) the Company’s system of internal accounting controls, (c) the performance of the Company’s internal and independent registered public accounting firm and (d) the Company’s compliance with legal and regulatory requirements. The Audit Committee shall also perform such other duties as the Board of Directors shall delegate to it or as otherwise required by law or the Company’s charter or by-laws.

II. Membership; Appointment; Qualifications.    The Audit Committee shall consist of at least three members of the Board of Directors. The members of the Audit Committee shall be appointed by, and serve at the discretion of, the Board of Directors. In selecting the members of the Audit Committee, the board shall endeavor to ensure that each member of the Audit Committee satisfies the applicable independence, financial literacy and other requirements of the Nasdaq Stock Market, Inc., the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any related rules and regulations. The board shall endeavor to appoint at least one member of the Audit Committee who shall, in their opinion, qualify as a financial expert within the meaning of the Exchange Act.

III. Subcommittees.    To the extent permitted by law, the Audit Committee shall have the authority to delegate its authority to any subcommittee of the Audit Committee, which may consist of one or more members of the Audit Committee.

IV. Chairperson.    The Board of Directors may appoint a chairperson of the Audit Committee, who shall serve at the discretion of the board. If the board shall not have appointed a chairperson, the Audit Committee may appoint one of its members to serve as chairperson, who shall serve at the discretion of the Audit Committee. The chairperson shall preside at all meetings of the Audit Committee and shall have such other powers and responsibilities as the board or the committee shall designate.

V. Meetings; Minutes.    The Audit Committee shall meet as often as it determines, but not less frequently than quarterly. The Audit Committee shall have the authority to require any officer, employee or agent of the Company or request that any representatives of the Company’s outside counsel or independent registered public accounting firm attend any meeting or otherwise to meet with members of the committee or its agents.

The Audit Committee is authorized to adopt its own rules of procedure, including the formalities of calling, noticing and holding meetings and for the taking of action by vote at any such meeting or by unanimous written consent of the members of the committee. Unless and until any such procedures are adopted by the Audit Committee, the procedures with respect to calling, noticing and holding meetings of the Audit Committee and conducting business of the Audit Committee shall be the same as those provided in the by-laws of the Company with respect to calling, noticing and holding meetings of and taking action by the Board of Directors.

The Audit Committee shall maintain written minutes of its meetings. The minutes shall be filed with the minutes of the meetings of the Board of Directors.

VI. Reports to the Board of Directors.    The Audit Committee shall make regular reports to the Board of Directors regarding its activities in such manner as the chairperson or, in the absence of a chairperson, another member of the Audit Committee, shall deem appropriate. In particular, the Audit Committee shall report to the Board of Directors the results of its evaluation of the qualifications, performance and independence of the Company’s independent registered public accounting firm.

VII. Delegation of Authority.    By adoption of this charter, the Board of Directors has delegated to the Audit Committee all corporate authority necessary or advisable to fulfill its obligations under this charter.

VIII. Compensation; Ongoing Independence.   The Board of Directors shall determine whether the members of the Audit Committee shall receive special compensation for their service on the Audit Committee. Such compensation may take the form of cash, stock, stock options or other in-kind consideration ordinarily available to directors. To maintain the independence of the Audit Committee, no member of the committee shall, except to the extent permitted by the Securities and Exchange Commission (the “SEC”) and the applicable rules of the Nasdaq Stock Market, Inc., (a) directly or indirectly accept any consulting, advisory or other compensatory fee from the Company (including any fee paid to the director’s firm for consulting or advisory services, even if the director is not the actual service provider), other than in his or her capacity as a member of the Audit Committee, the Board of Directors or any other board committee of the Company or any affiliate of the Company or (b) be an affiliated person of the Company.

IX. Authority over Independent Registered Public Accounting Firm.    For purposes of this charter, the Company’s “independent registered public accounting firm” is the accounting firm employed by the Company for the purpose of preparing or issuing an audit report or related work. The Audit Committee shall have the sole authority to retain and terminate the services of the Company’s independent registered public accounting firm. The Audit Committee may, in its discretion, seek stockholder ratification of the independent registered public accounting firm it appoints. The independent registered public accounting firm shall report directly to the Audit Committee. The Audit Committee shall be directly responsible for the compensation and oversight of the work of the Company’s independent registered public accounting firm, including approval of all audit engagement fees and terms and the resolution of disagreements between management and the independent registered public accounting firm regarding financial reporting.

A. Pre-approval of All Services.    The Audit Committee shall pre-approve all audit, review and attestation engagements (including the provision of comfort letters in connection with any securities offering, statutory audits, attest services, consents and assistance with and review of documents filed with the SEC) required under the securities laws. The Audit Committee shall pre-approve all permitted non-audit services provided by the Company’s independent registered public accounting firm; provided, however, that the Audit Committee need not pre-approve any permitted non-audit service if either (1)(A) the engagement to render the service is entered into pursuant to pre-approval policies and procedures established by the Audit Committee and (B) the Audit Committee is informed of such service in accordance with such policies and procedures, or (2) the non-audit service meets the de minimus exception under Section 10A(i)(1)(B) of the Exchange Act and Rule 2-01(c)(7)(i)(C)(1) of Regulation S-X.

B. Evaluation of Independent Registered Public Accounting Firm.    The Audit Committee shall annually review the qualifications and performance of the independent registered public accounting firm, including senior members of the independent registered public accounting firm’s team. The Audit Committee shall at least annually obtain and review a report from the independent registered public accounting firm describing (1) the independent registered public accounting firm's internal quality-control procedures, (2) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, regarding any independent audit carried out by the independent registered public accounting firm, (3) any steps taken to address any of those issues, and (4) all relationships between the independent registered public accounting firm and the Company.

C. Evaluation of Independence.    To ensure the independence of the Company’s independent registered public accounting firm, the Audit Committee shall evaluate such independence at least annually. In conducting such evaluation, the Audit Committee shall consider (1) any statement of independence provided by the independent registered public accounting firm, (2) whether the independent registered public accounting firm provided any services beyond the audit and review of the Company’s financial statements and, if so, whether those services were compatible with maintaining its independence, (3) the amount of fees paid to the independent registered public accounting firm for audit and non-audit services, and (4) whether any partner who is a member of the audit engagement team earns or receives any compensation based on the performance of, or procuring of, engagements with the Company to provide any products or services other than audit, review and attestation services.

D. Rotation of Personnel.    The Audit Committee shall ensure that the Company’s independent registered public accounting firm shall rotate the partners on its audit engagement team in accordance with Section 10A(j) of the Exchange Act and Rule 2-01(c)(6) of Regulation S-X.

E. Conflicts of Interest.    The Audit Committee shall discuss with the Company’s independent registered public accounting firm its compliance with the conflicts of interest requirements of Section 10A(l) of the Exchange Act (prohibiting the independent registered public accounting firm, in certain circumstances, from providing any audit service to the Company if certain officers of the Company were previously employed by the independent registered public accounting firm).

X. Annual Report to Stockholders; Other Disclosures.    The Audit Committee shall prepare an annual report to stockholders for inclusion in the Company’s proxy statement relating to the annual meeting of stockholders. The Audit Committee shall review all other disclosures regarding the Audit Committee and the performance of its duties to be included in such proxy statement or in any other document or report to be filed with the SEC, including any description of the policies and procedures adopted by the Audit Committee for the pre-approval of audit and non-audit services pursuant to Section IX.A and the allocation of fees for non-audit services according to the method of approval under Section IX.A.

XI. Authority to Engage Advisors.    The Audit Committee shall have the authority to retain, at the Company’s expense and without further approval from the board, independent counsel (who may be counsel to the Company), accountants and other advisors, as it determines to be necessary or appropriate to carry out its duties.

XII. Review of Financial Disclosures.    The Audit Committee shall have the responsibility to review and discuss with management and the Company’s independent registered public accounting firm the Company’s financial statements and other financial disclosures prior to public distribution. In particular, the Audit Committee shall, to the extent it deems necessary or appropriate:

A. Review and discuss with management and the Company’s independent registered public accounting firm:

  1. the performance and qualifications of the Company’s financial personnel;
  2. the responsibilities, budget and staffing of the Company’s accounting and financial reporting function;
  3. the development, selection and disclosure of any critical accounting estimates;
  4. the selection, application and disclosure of any critical accounting policies;
  5. the use and disclosure of any off-balance sheet arrangements;
  6. accounting considerations arising from changes in generally accepted accounting principles (“GAAP”), the Company’s operations or regulatory initiatives;
  7. the independent registered public accounting firm’s judgment about the quality, not just the acceptability, of accounting principles and the clarity of the financial disclosure practices used or proposed to be used, and the degree of aggressiveness or conservatism of the Company’s accounting principles and underlying estimates, and other significant decisions made in preparing the financial statements;
  8. all significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize, and report financial data and any material weaknesses in internal controls;
  9. the independent registered public accounting firm’s recommendations for improvement of the Company’s internal controls and procedures for financial reporting, particularly controls designed to expose related party transactions and payments, transactions or procedures that might be deemed illegal or improper; and
  10. any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls.

B. Before the filing of the audit report by the Company’s independent registered public accounting firm with the SEC, review and discuss any reports from the independent registered public accounting firm regarding:

  1. all critical accounting policies and practices, including the reasons why policies are critical, how current and anticipated future events impact those determinations, an assessment of management’s disclosures and any significant modifications proposed by the independent registered public accounting firm that were not included;
  2. all alternative treatments of financial information within GAAP that have been discussed with management (as to both general accounting policies and the accounting for specific transactions), the ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the Company’s independent registered public accounting firm, as well as the reasons for selecting the chosen accounting treatment and whether the chosen accounting treatment complies with existing corporate accounting policies and, if not, why not;
  3. other material written communications between management and the Company’s independent registered public accounting firm, such as any schedule of unadjusted differences, management letter, engagement letter, independence letter, management representation letter, report on observations and recommendations on internal controls, or schedule of material adjustments and reclassifications proposed (including a list of any not recorded); and
  4. illegal acts that may be required to be reported under Section 10A(b) of the Exchange Act;

C. Review and discuss with management and the Company’s independent registered public accounting firm the annual audited financial statements and quarterly financial statements, including the results of any audit or review of those financial statements and the disclosure in management’s discussion and analysis of the Company’s financial condition and results of operations;

D. Review the disclosure in the Company’s periodic reports of the Audit Committee’s approval of any non-audit service pursuant to Section 10A(i)(2) of the Exchange Act;

E. Review reports or correspondence received from government agencies or third parties concerning legal, regulatory or other matters that might have a material effect on the financial statements or compliance policies of the Company; and

F. Review and discuss with the Company’s legal counsel any legal matters that could have a significant impact on the financial statements or compliance policies of the Company.

XIII. Audit of Annual Financial Statements.    In connection with the audit of the Company’s annual financial statements, the Audit Committee shall:

A. Review and discuss with management and the Company’s independent registered public accounting firm the scope, planning and staffing of the audit engagement;

B. Discuss with the Company’s independent registered public accounting firm its significant findings and recommendations resulting from the audit, including any audit problems or difficulties, as well as management’s response, which discussion should cover (1) any restrictions on the scope of the independent registered public accounting firm’s activities or access to information, (2) any disagreements with management, (3) any accounting adjustments proposed by the independent registered public accounting firm and rejected by management, (4) any communications with the independent registered public accounting firm’s national office regarding auditing or accounting issues presented by the engagement, and (5) any management or internal control letter issued or proposed to be issued by the independent registered public accounting firm to the Company;

C. Review and discuss with management and the Company’s independent registered public accounting firm the audited financial statements;

D. Review and discuss with the Company’s independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 61 (Codification of Statements on Auditing Standards, AU § 380), as may be modified or supplemented;

E. (1) Discuss with the Company’s independent registered public accounting firm the independent registered public accounting firm’s independence, (2) ensure that it receives the written disclosures and the letter from the Company’s independent registered public accounting firm required by Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees, as may be modified or supplemented, (3) actively engage in a dialogue with the Company’s independent registered public accounting firm with respect to any disclosed relationships or services that may impact the objectivity and independence of the independent registered public accounting firm, and (4) take, or recommend that the Board of Directors take, appropriate action to oversee the independence of the independent registered public accounting firm; and

F. Based on the foregoing reviews and discussions, recommend to the Board of Directors whether or not to include the Company’s audited financial statements in the Company’s annual report on Form 10-K or Form 10-KSB, as appropriate, for filing with the SEC.

XIV. Approval of Related-Party Transactions.    The Audit Committee shall have the sole authority to approve transactions that may involve actual or apparent conflicts of interest, as that term is defined in the Company’s code of ethics.

XV. Qualified Legal Compliance Committee.    The Audit Committee shall serve as the Qualified Legal Compliance Committee pursuant to which an attorney for the Company may report purported evidence of a material violation of securities law, breach of fiduciary duty or similar violation by the Company or one of its agents.

XVI. Procedures for Complaints.    The Audit Committee shall establish procedures for (a) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and (b) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

XVII. Conduct of Investigations.    The Audit Committee shall have the authority to conduct or authorize investigations, at the Company’s expense, into any matter within the Audit Committee’s scope of responsibility.

XVIII. Limitation on Audit Committee Responsibility.    In adopting this charter, the Board of Directors acknowledges that it is not the responsibility of the Audit Committee to prepare the Company’s financial statements, plan or conduct audits of those financial statements, or determine whether those financial statements are complete and accurate and conform to GAAP and applicable rules and regulations. These tasks are the responsibility of management and the Company’s independent registered public accounting firm.

XIX. Annual Review of Charter.    The Audit Committee shall at least annually review and assess the adequacy of this charter and, to the extent the Audit Committee shall deem appropriate, recommend to the Board of Directors any changes that would enable the Audit Committee to fulfill its responsibilities more effectively.

XX. Performance Evaluation.    The Audit Committee shall evaluate its performance on an annual basis.

Compensation Committee Charter

CELLECTAR BIOSCIENCES, INC. 

COMPENSATION COMMITTEE CHARTER

AS APPROVED BY THE BOARD OF DIRECTORS ON MARCH 21, 2006

I. Statement of Purpose. The Compensation Committee (the “Committee”) is a standing committee of the Board of Directors. The purpose of the Committee is to assist the Board of Directors in discharging its responsibilities relating to compensation of the Company’s directors and executive officers and related matters, to determine or make recommendations to the Board regarding the compensation of the chief executive officer and other executive officers of the Company, and to review and make recommendations to the Board regarding employee compensation and benefit plans and programs generally, and to administer the Company’s stock incentive plans and employee stock purchase plans.

II. Organization.

A. Charter. At least annually, the Committee shall review this charter and any proposed changes shall be submitted to the Board of Directors for approval.

B. Members. Each member of the Committee shall be appointed by the Board of Directors and shall meet:

          1. the independence requirements of Nasdaq Marketplace Rule 4200(a)(15);

          2. the requirements of an “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended; and

          3. the requirements of a “non-employee director” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Committee shall consist of at least two members.

C. Meetings. The Committee shall meet at least once a year and at such other times as the Committee may determine. The Committee shall meet periodically in executive session, as it deems appropriate. The Company’s chief executive officer may not be present during voting or deliberations of the Committee related to his or her compensation.

D. Quorum; Action by Committee. A quorum of any Committee meeting shall be a majority of its members then in office. All determinations of the Committee shall be made by a majority of those members present at a meeting duly called and held. The Committee may also act by unanimous consent given in writing or by electronic transmission.

E. Minutes and Reports. Minutes for all meetings of the Committee and records of all actions taken by written consent or electronic transmission, shall be prepared to document the Committee’s actions. The Committee shall make reports to the Board of Directors upon request.

III. Principal Responsibilities of the Committee.

Administers the Company’s stock option plans and employee stock purchase plans, including the grant of stock options to all eligible employees under the Company’s existing stock option plans.

Determines or makes recommendations to the Board of Directors concerning salaries, bonuses and other matters relating to compensation of the Chief Executive Officer and the executive officers of the Company.

Determines or makes recommendations to the Board of Directors concerning severance arrangements with executive officers of the Company.

Reviews and makes recommendations from time to time on the status of Board of Directors compensation in relation to other comparable companies.

Reviews and makes recommendations to the Board of Directors with respect to stockholder proposals related to compensation matters.

Reviews and makes recommendations to the Board of Directors regarding employee compensation and benefit plans and programs generally, including employee bonus and retirement plans and programs.

Prepares the report of the Committee required by the rules of the Securities and Exchange Commission to be included in the Company’s annual proxy statement.

Carries out such other duties as may be delegated to it by the Board of Directors from time to time.

IV. Other.

A. Access to Records, Personnel and Others. The Committee shall have full access to any relevant records and personnel of the Company. The Committee shall have the authority to retain, at Company expense, independent advisers (including legal counsel, accountants and consultants) as it determines necessary to carry out its duties.

B. Delegation. The Committee may delegate any of its responsibilities to a subcommittee comprised of one or more members of the Committee.

C. Performance Evaluation. The Committee shall evaluate its performance on an annual basis.

Nominating and Corporate Governance Committee Charter

CELLECTAR BIOSCIENCES, INC. 

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

as Approved by the Board of Directors

March 21, 2006

I. Statement of Purpose.    The Nominating and Corporate Governance Committee (the “Committee”) is a standing committee of the Board of Directors. The purpose of the Committee is to identify individuals qualified to become members of the Board of Directors, to recommend Director nominees for each annual meeting of stockholders and nominees for election to fill any vacancies on the Board of Directors and to address related matters. The Committee shall also develop and recommend to the Board of Directors corporate governance principles applicable to the Company and be responsible for leading an annual review of the performance of both the Board of Directors as a whole and its individual members.

II. Organization.

A. Charter.    At least annually, this charter shall be reviewed and reassessed by the Committee and any proposed changes shall be submitted to the Board of Directors for approval.

B. Members.    The members of the Committee shall be appointed by the Board of Directors and shall meet the independence and other requirements of applicable law and the listing standards of The Nasdaq Stock Market, Inc. The Committee shall consist of at least three members. Committee members may be removed by the Board of Directors. The Board of Directors shall also designate a Committee Chairperson; other officers of the Committee, if any, shall be elected by members of the Committee.

C. Meetings.    In order to discharge its responsibilities, the Committee shall each year establish a schedule of meetings, including the tasks to be accomplished during the upcoming year; additional meetings may be scheduled as required. The Committee shall meet at least one time per year. The Committee shall meet periodically in executive session as it deems appropriate and shall have the opportunity to meet in executive session at each of its meetings.

D. Quorum; Action by Committee.    A quorum of any Committee meeting shall be a majority of its members then in office. All determinations of the Committee shall be made by a majority of its members present at a meeting duly called and held, except as specifically provided herein (or where only two members are present, by unanimous vote). A decision or determination of the Committee reduced to writing and signed by all of the members of the Committee shall be fully as effective as if it had been made at a meeting duly called and held.

E. Agenda, Minutes and Reports.    The Chairperson of the Committee shall be responsible for establishing the agendas for meetings of the Committee. An agenda, together with materials relating to the subject matter of each meeting, shall be sent to members of the Committee prior to each meeting. Minutes for all meetings of the Committee shall be prepared to document the Committee’s discharge of its responsibilities. The minutes shall be circulated in draft form to all Committee members to ensure an accurate final record, shall be approved at a subsequent meeting of the Committee and shall be distributed periodically to the full Board of Directors. The Committee shall make regular reports to the Board of Directors.

F. Performance Evaluation.    The Committee shall evaluate its performance on an annual basis.

III. Responsibilities.    The following shall be the principal responsibilities of the Committee:

A. Director Selection Criteria.    In selecting new Directors, the Committee shall consider any requirements of applicable law or listing standards, a candidate’s strength of character, judgment, business experience and specific area of expertise, factors relating to the compensation of the Board (including its size and structure), principles of diversity, and such other factors as the Committee shall deem appropriate.

B. Director Recruitment.    The Committee shall consider (in consultation with the Chairman of the Board and the Chief Executive Officer) and recruit candidates to fill positions on the Board of Directors, including as a result of the removal, resignation or retirement of any Director, an increase in the size of the Board of Directors or otherwise. The Committee shall also review any candidate recommended by stockholders of the Company in light of the Committee’s criteria for selection of new Directors. As part of this responsibility, the Committee shall be responsible for conducting, subject to applicable law, any and all inquiries into the background and qualifications of any candidate for the Board of Directors and such candidate’s compliance with the independence and other qualification requirements established by the Committee or imposed by applicable law or listing standards.

C. Selection of Director Nominees.    The Committee shall select the slate of Director nominees to be recommended by the Board of Directors at each annual meeting of stockholders.

D. Consideration of Term and Age Limits.    The Committee shall review the desirability of term and age limits for Directors and recommend to the Board of Directors policies in this regard from time to time.

E. Governance Guidelines.    The Committee shall recommend to the Board of Directors corporate governance guidelines addressing, among other matters, the size, composition and responsibilities of the Board of Directors and its Committees, including its oversight of management and consultations with management. The corporate governance guidelines shall be reviewed not less frequently than annually by the Committee, and the Committee shall make recommendations to the Board of Directors with respect to changes to the guidelines.

F. Advice as to Committee Membership and Operations.    The Committee shall (in consultation with legal counsel) advise the Board of Directors with respect to the charters, structure and operations of the various Committees of the Board of Directors and qualifications for membership thereon, including policies for removal of members and rotation of members among other Committees of the Board of Directors. The Committee shall also consult with the Chief Executive Officer and make recommendations to the Board of Directors regarding which Directors should serve on the various Committees of the Board, taking into account, among other things, independence and other requirements for membership of such committees.

G. Evaluation of Board of Directors.     The Committee shall oversee an annual evaluation of the Board of Directors as a whole and a periodic evaluation of its individual members at such intervals as the Committee shall deem appropriate (such as in connection with the expiration of a term of service on the Board and the decision whether the director with the expiring term should be nominated to serve for another term). In discharging this responsibility, the Committee shall elicit comments from all Directors and report annually to the Board of Directors on the results of the evaluation.

H. Other Delegated Responsibilities.    The Committee shall also carry out such other duties as may be delegated to it by the Board of Directors from time to time.

IV. Other.

A. Access to Records, Advisers and Others.    In discharging its responsibilities, the Committee shall have full access to any relevant records of the Company and may retain, at Company expense, independent advisers (including legal counsel, accountants and consultants) as it determines necessary to carry out its duties. The Committee shall have the ultimate authority and responsibility to engage or terminate any such independent advisers and to approve the terms of any such engagement and the fees to be paid to any such adviser. The Committee may also request that any officer or other employee of the Company, the Company’s outside counsel or any other person meet with any members of, or independent adviser to, the Committee.

B. Delegation.    The Committee may delegate any of its responsibilities to a subcommittee comprised of one or more members of the Committee.

Code of Ethics

CELLECTAR BIOSCIENCES, INC.

CODE OF ETHICS

As Adopted by the Board of Directors on March 21, 2006

(revisions to Appendix I as of March 20, 2014)

Introduction

This Code of Ethics applies to the employees, officers and directors of Cellectar Biosciences, Inc., referred to as the Company. It covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all employees of the Company. It is intended to promote honest and ethical conduct at all levels of the Company. All of our employees should conduct themselves accordingly and seek to avoid even the appearance of improper behavior. If a law conflicts with a policy in this Code, you should comply with the law; however, if a local custom or policy conflicts with this Code, you should comply with the Code. Any variances between local customs or policies and this Code should be brought to the attention of senior management. If you have any questions about these conflicts, you should ask your supervisor how to handle the situation. Those who violate the standards in this Code will be subject to disciplinary action. If you are in a situation that you believe may violate or lead to a violation of this Code, follow the guidelines described in Section 13 of this Code. COMPLIANCE WITH LAW 1. Compliance with Laws, Rules and Regulations Obeying the law, both in letter and in spirit, is the foundation on which this Company’s ethical standards are built. All employees should respect and obey the laws of the cities, states and countries in which we operate. Although not all employees are expected to know the details of these laws, it is important to know enough to determine when to seek advice from supervisors, managers or other appropriate personnel. The Company will from time to time hold information and training sessions to promote compliance with laws, rules and regulations, including insider trading laws. 2. Discrimination and Harassment The diversity of the Company’s employees is a tremendous asset. We are firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment or any kind. Examples include derogatory comments based on racial or ethnic characteristics and unwelcome sexual advances. 3. Health and Safety The Company strives to provide each employee with a safe and healthful work environment. Each employee has responsibility for maintaining a safe and healthy workplace for all employees by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions. Violence and threatening behavior are not permitted. Employees should report to work, whether at the Company or third-party facility where business of the Company is being conducted, in condition to perform their duties, free from the influence of illegal drugs or alcohol abuse. The use of illegal drugs or alcohol abuse in the workplace will not be tolerated. FAIR AND HONEST DEALINGS WITH THE COMPANY 4. Conflicts of Interest A “conflict of interest” exists when a person’s private interest interferes in any way with the interests of the Company. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. Conflicts of interest may also arise when an employee, officer or director, or members of his or her family, receives improper personal benefits as a result of his or her position in the Company. Loans to, or guarantees of obligations of, employees and their family members may create conflicts of interest. It is almost always a conflict of interest for a Company employee to work simultaneously for a competitor, customer or supplier. You are not allowed to work for a competitor as a consultant or board member. The best policy is to avoid any direct or indirect business connection with our customers, suppliers or competitors, except on our behalf. Conflicts of interest are prohibited as a matter of Company policy, except under guidelines approved by the Company’s Audit Committee and Board of Directors. Conflicts of interest may not always be clear cut, so if you have a question, you should consult with your supervisor or senior management or, if you are a director or other member of senior management, the Company’s Audit Committee or outside legal counsel. Appendix 1 to this Code of Ethics contains contact information that you are encouraged to use whenever appropriate. Any employee, officer or director who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, senior manager or other appropriate personnel or consult the procedures described in Section 13 of this Code. 5. Corporate Opportunities Employees, officers and directors are prohibited from taking for themselves personally opportunities that are discovered through the use of corporate property, information or position without the consent of the Board of Directors. No employee may use corporate property, information, or position for improper personal gain, and no employee may compete with the Company directly or indirectly. Employees, officers and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises. 6. Protection and Proper Use of Company Assets All employees should endeavor to protect the Company’s assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company’s profitability. Any suspected incident of fraud or theft should be immediately reported for investigation. Company equipment should not be used for non-Company business, though incidental personal use may be permitted. The obligation of employees to protect the Company’s assets extends to its proprietary information. Proprietary information includes intellectual property such as customer data or information, trade secrets, patents, trademarks, and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate Company policy. It could also be illegal and result in civil or even criminal penalties. FAIR AND HONEST DEALINGS WITH COMPETITORS AND OTHERS 7. Competition and Fair Dealing We seek to outperform our competition fairly and honestly. We seek competitive advantages through superior performance, never through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each employee should endeavor to respect the rights of and deal fairly with the Company’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. To maintain the Company’s valuable reputation, compliance with our quality processes and safety requirements is essential. In the context of ethics, quality requires that our products and services reflect our ethical obligations. All operations must be conducted in accordance with all applicable regulations. Compliance with all regulations and laws of governing or regulatory agencies should be given priority over the opportunity to profit or gain competitive advantage. The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with suppliers and customers. No gift or entertainment should ever be offered, given, provided or accepted by any Company employee, family member of an employee or agent unless it: (1) is not a cash gift, (2) is consistent with customary business practices, (3) is not excessive in value under the circumstances, (4) cannot be construed as a bribe or payoff and (5) does not violate any laws or regulations. Please discuss with your supervisor any gifts or proposed gifts that you are not certain are appropriate. 8. Payments to Government Personnel The U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make illegal payments to government officials of any country. In addition, the U.S. government has a number of laws and regulations regarding business gratuities that may be accepted by U.S. government personnel. The promise, offer or delivery to an official or employee of the U.S. government of a gift, favor or other gratuity in violation of these rules would not only violate Company policy but could also be a criminal offense. State and local governments, as well as foreign governments, may have similar rules. The Company’s senior management or outside legal counsel can provide guidance to you in this area. 9. Confidentiality Employees must maintain the confidentiality of confidential information entrusted to them by the Company or its suppliers and customers, except when disclosure is explicitly authorized or required by laws or regulations or approved by senior management. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. It also includes information that suppliers and customers have entrusted to us. The obligation to preserve confidential information continues even after employment ends. FAIR AND HONEST DISCLOSURE TO THE PUBLIC 10. Insider Trading Employees who have access to confidential information are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of the Company’s business. All non-public information about the Company should be considered confidential information. To use non-public information for personal financial benefit or to “tip” others who might make an investment decision to buy or sell Cellectar Biosciences, Inc. stock on the basis of this information is not only unethical but also illegal and subject to possible civil and criminal penalties. If you have any questions concerning this, please consult senior management or, if you are a director or other member of senior management, the Company’s outside legal counsel. Appendix 1 and Appendix 2 to this Code of Ethics contain contact information that you should know about. 11. Record Keeping The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions. For example, only the true and actual number of hours worked should be reported. Many employees regularly use business expense accounts, which must be documented and recorded accurately. If you are not sure whether a certain expense is legitimate, ask your supervisor or the Chief Financial Officer. Rules and guidelines are available from the Accounting Department. All of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s transactions and must conform both to applicable legal requirements and to the Company’s system of internal controls. Unrecorded or “off the books” funds or assets should not be maintained. Business records and communications often become public, and we should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to e-mail, internal memos, and formal reports. Records should always be retained or destroyed according to the Company’s record retention policies. The space available for the storage of Company documents, both on paper and in electronic form, is limited and expensive. Therefore, periodic discarding of documents is necessary. On the other hand, there are legal requirements that certain records be retained for specific periods of time. Employees who are unsure about the need to keep particular documents should consult with senior management or, if you are a director or other member of senior management, the Company’s outside legal counsel, so that a judgment can be made as to the likelihood that the documents will be needed. Whenever it becomes apparent that documents of any type may be required in connection with a lawsuit or government investigation, all possibly relevant documents should be preserved, and ordinary disposal or alteration of documents pertaining to the subjects of the litigation or investigation should be immediately suspended. If you are uncertain whether documents under your control should be preserved because they might relate to a lawsuit or investigation, you should contact senior management or, if you are a director or other member of senior management, the Company’s outside legal counsel. Appendix 1 and Appendix 2 to this Code of Ethics contain contact information that you should know about. 12. Principal Executive, Financial and Accounting Officers This Code of Ethics is intended and designed to promote full, fair, accurate, timely and understandable disclosure in the Company’s SEC filings and other public communications. The Company’s Principal Executive, Financial and Accounting Officers- consisting of the Chief Executive Officer and President and Chief Financial Officer - hold an especially important and elevated role in corporate governance. They are vested with both the responsibility and authority to protect, balance, and preserve the interests of all of the Company’s stakeholders, including shareholders, clients, employees, suppliers, and citizens of the communities in which business is conducted. The Principal Executive, Financial and Accounting Officers fulfill this responsibility by prescribing and enforcing the policies and procedures employed in the operation of the Company’s financial organization, and by demonstrating the following: The Principal Executive, Financial and Accounting Officers will exhibit and promote the highest standards of honest and ethical conduct through the establishment and operation of policies that:
  • Encourage professional integrity in all aspects of the financial organization, by eliminating inhibitions and barriers to responsible behavior, such as coercion, fear of reprisal, or alienation from the financial organization or the enterprise itself.
  • Reduce or eliminate the occurrence of conflicts between what is in the best interest of the enterprise and what could result in material personal gain for a member of the financial organization, including the Principal Executive, Financial and Accounting Officers.
  • Provide a mechanism for members of the finance organization to inform senior management of deviations in practice from policies and procedures governing honest and ethical behavior.
The Principal Executive, Financial and Accounting Officers will establish and manage the enterprise transaction and reporting systems and procedures to ensure that:
  • Business transactions are properly authorized and completely and accurately recorded on the Company’s books and records in accordance with Generally Accepted Accounting Principles (GAAP) and established Company financial policy.
  • The retention or proper disposal of Company records are in accordance with applicable legal and regulatory requirements.
  • Periodic financial communications and reports are delivered in a manner that facilitates a high degree of clarity of content and meaning so that readers and users can determine their significance and consequence.
  PROCEDURES FOR COMPLIANCE WITH THE CODE OF ETHICS   13. Compliance Procedures We must all work to ensure prompt and consistent action against violations of this Code. However, in some situations it is difficult to know right from wrong. Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem. These are the steps to keep in mind:
  • Make sure you have all the facts. In order to reach the right solutions, we must be as fully informed as possible.
  • Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? This will enable you to focus on the specific question you are faced with, and the alternatives you have. Use your judgment and common sense; if something seems unethical or improper, it probably is.
  • Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem.
  • Discuss the problem with your supervisor. This is the basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about the question and will appreciate being brought into the decision-making process. Remember that it is your supervisor’s responsibility to help solve problems.
  • Seek help from Company resources. In the rare case where it may not be appropriate to discuss an issue with your supervisor, or where you do not feel comfortable approaching your supervisor with your question, discuss it with senior management or, if you are a director or other member of senior management, the Company’s outside legal counsel. Appendix 1 and Appendix 2 to this Code of Ethics contain contact information that you should know about.
  • You may report ethical violations in confidence and without fear of retaliation. If your situation requires that your identity be kept secret, your anonymity will be protected. The Company does not permit retaliation of any kind against employees for good faith reports of ethical violations.
  • Always ask first, act later: If you are unsure of what to do in any situation, seek guidance before you act.
14. Reporting Illegal or Unethical Behavior or Violations of this Code Employees are encouraged to talk to supervisors, managers or other appropriate personnel about any observed illegal or unethical behavior, any violations of this Code of Ethics, and when in doubt about the best course of action in a particular situation. It is the policy of the Company not to allow retaliation for reports of misconduct by others made in good faith by employees. Employees are expected to cooperate in internal investigations of misconduct. 15. Waivers of the Code of Ethics While some of the policies contained in this Code must be strictly adhered to and no exceptions can be allowed, in other cases exceptions may be possible. Any employee who believes that an exception to any of these policies is appropriate should first contact his or her supervisor. If the supervisor agrees that an exception may be appropriate, the approval of the Audit Committee or the Board of Directors must be obtained. The Audit Committee will be primarily responsible for determining whether a waiver will be permitted and for communicating such decision to the requesting individual. The Chair of the Audit Committee will be responsible for maintaining a complete record of all requests for exceptions to any of these provisions and the disposition of such requests. Any member of senior management and any director who seeks an exception to any of these policies should contact the Board of Directors. Any waiver of this Code of Ethics for such persons or any change to this Code that applies to them may be made only by the Board of Directors and will be promptly disclosed as required by law or stock exchange regulation. * * * * * Appendix 1 HOW TO CONTACT THE AUDIT COMMITTEE, SENIOR MANAGEMENT, OR THE COMPANY’S OUTSIDE LEGAL COUNSEL   Audit Committee Written information may be mailed in confidence (and anonymously, if you prefer) to the Audit Committee at the following address: Audit Committee, Cellectar Biosciences, Inc. 3301 Agriculture Drive, Madison, WI. You may also contact individual members of the Audit Committee using the following information: John Neis - john@ventureinvestors.com, (608) 441-8120 Paul Berns - plb4@me.com, (608) 441-8120 Stephen Hill - stephen.hill@faradaypharma.com, (608) 441-8120   Senior Management You may contact individual members of senior management using the following information: Jim Caruso, CEO - jcaruso@cellectar.com, (608) 441-8120 Chad Kolean - ckolean@cellectar.com   Outside Legal Counsel You may contact the Company’s outside legal counsel using the following information: Paul Bork - pbork@foleyhoag.com, (617) 832-1113 Foley Hoag LLP 155 Seaport Boulevard Boston, MA 02210 Matthew Eckert - meckert@foleyhoag.com, (617) 832-3057 * * * * * Appendix 2 PROCEDURES REGARDING COMPLAINTS AND CONCERNS ABOUT ACCOUNTING, INTERNAL ACCOUNTING CONTROLS AND AUDITING MATTERS AND OTHER LEGAL AND REGULATORY MATTERS The Sarbanes-Oxley Act of 2002 requires that audit committees establish procedures for:
  • the Company’s compliance with legal and regulatory requirements as described in the audit committee charter;
  • the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and
  • the confidential, anonymous submission by employees of the Company of concerns regarding such matters.
Accordingly, the Audit Committee of the Board of Directors of has adopted the procedures set forth below: A. Receipt, Retention and Treatment of Complaints. 1. Receipt.
  • Any Officer, Director or other employee who receives a complaint, whether from an employee of the Company or any other person, regarding accounting, internal accounting controls or auditing matters or other legal or regulatory matters (a “Complaint”) shall promptly advise any member of the Company’s Audit Committee of the receipt and substance of the Complaint.
  • Promptly upon being advised of such a Complaint, the Audit Committee member shall inform the Chair of the Audit Committee of the substance of the Complaint and forward copies of any writing or other documentation from another person in connection with the Complaint to the other members of the Audit Committee.
2. Retention.
  • The Audit Committee shall retain all writing and other documentation received in connection with a Complaint, in an easily accessible area, for at least five (5) years from the receipt.
3. Treatment.
  • The Audit Committee shall include the matters raised by the Complaint on the agenda for discussion at its next meeting following receipt by the members of the written summary of the Complaint. If the Chair of the Audit Committee determines, in his or her reasonable judgment, that the matters raised in the Complaint should be addressed prior to the next regularly scheduled meeting of the Audit Committee, the Chair shall call a special meeting of the Audit Committee to be held at a sooner time.
  • The Audit Committee may invite any board member or any employee, as well as representatives of the Company’s independent auditors or its outside legal counsel, to attend all or a portion of the meeting at which a discussion of the Complaint is scheduled. In addition, the Audit Committee may engage independent counsel and other advisers, as it may deem necessary, in evaluating and responding to the Complaint. At the meeting, the Audit Committee shall discuss and evaluate the merits of the Complaint and authorize such responses and follow-up actions, if any, as it deems necessary and appropriate, to address the substance of the Complaint.
B. Employee Submissions.
  • Employees who have any concerns regarding questionable accounting, internal accounting controls or other auditing matters should contact any member of the Audit Committee. The names of and contact information for each of those persons are attached as Appendix 1 to this Code of Ethics.
  • An employee who wishes to raise concerns anonymously may do so by submitting such employee’s concerns in writing to any of the persons or to the general post office box set forth in Appendix 1. Even if an employee submits concerns other than anonymously, the Company will endeavor to protect the privacy and confidentiality of that employee to the extent possible. In any event, no employee will be penalized for reporting a concern (unless that employee is found to have knowingly and willfully made a false report).
  • All concerns regarding questionable accounting, internal accounting controls or auditing matters will be treated in the same manner as Complaints received under Section A above (concerning receipt, retention and treatment of Complaints).
* * * * * These procedures shall be distributed to each employee as part of the Code of Ethics.