Code of Ethics

This Code of Ethics is promulgated by the Board of Directors under section 406 of the Sarbanes Oxley Act of 2002 and the rules of the Securities and Exchange Commission ("SEC") promulgated thereunder and applies to all employees, officers and directors of Thoratec Corporation and its subsidiaries (collectively, the "Company"). It contains standards reasonably necessary to promote: honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; full, fair, accurate, timely, and understandable disclosure in the periodic reports required to be filed by the Company and in other public communications; and compliance with applicable governmental laws, rules and regulations.

You must:

  1. Act with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships. You should recognize that even the appearance of a conflict of interest can damage the Company. A conflict of interest may exist because of a relationship of yours or of a family member that is inconsistent with the Company's best interests or could cause a conflict with your ability to perform your job responsibilities.
  2. Report to the appropriate Compliance Officer any transaction that reasonably could be expected to give rise to a conflict of interest.
  3. Produce, or cause to be produced, full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with or submits to the SEC and in other public communications.
  4. Comply with applicable governmental laws, rules and regulations.
  5. Promptly report any violation of this Code of Ethics to the appropriate Compliance Officer.
  6. Promote ethical behavior by other Company officers and employees involved in financial reporting.

For the purposes of this Code of Ethics, the appropriate Compliance Officer for reporting by a senior financial officer (Chief Executive Officer, Chief Financial Officer, President of any division or subsidiary and Vice President of Finance), other executive officer, the General Counsel or a member of the Board of Directors, shall be the Chairman of the Audit Committee, or in the case of a report by the Chairman of the Audit Committee, the Chairman of the Nominating and Corporate Governance Committee. The appropriate Compliance Officer for all other employees of the Company shall be the General Counsel.

The Company reserves the right to determine when actual or potential conflicts of interest exist, and then to take any action, which in the sole judgment of the Company, is needed to prevent the conflict from continuing.

You will be held accountable for your adherence to this Code of Ethics. Your failure to observe the terms of this Code of Ethics may result in disciplinary action, up to and including immediate termination of your employment.

Any request by you for a waiver of any provision of this Code of Ethics must be in writing and addressed to the appropriate Compliance Officer.

With regard to senior financial officers, other executive officers and members of the Board of Directors, the Board of Directors will have the sole and absolute discretionary authority to approve any waiver from this Code of Ethics. Any waiver for this Code of Ethics for executive officers or members of the Board of Directors will be disclosed promptly on Form 8-K or any other means approved by applicable SEC rules or listing standards.

Nothing contained in this Code of Ethics is intended by the Company to be, nor shall it be construed as, an employment agreement.

You will not be subject to any disciplinary or retaliatory action for reporting a violation or potential violation of this Code of Ethics in good faith, unless it is your own. However, making known false or malicious reports will not be tolerated, and you will be subject to appropriate disciplinary action if you file such reports.

No representation is expressed or implied that the policies and standards stated in this Code of Ethics are all of the Company's relevant policies and standards, or that they are a comprehensive, full or complete explanation of the laws or standards of conduct that are applicable to you or the Company. You have a continuing obligation to familiarize yourself with applicable law and Company policy.