INTRALASE CORP.

CODE OF BUSINESS AND ETHICAL CONDUCT

I. OVERVIEW

This Code of Business and Ethical Conduct (the “Code”) of IntraLase Corp. (referred to herein as “IntraLase” or the “Company”) sets forth the guiding principles by which we operate the Company and conduct our daily business with our stockholders, customers, and with each other. These principles apply to all of the members of the Company’s Board of Directors, as well as its officers and employees.

This Code complies with requirements for a “code of ethics” under Section 406 of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder, as well as the rules of the Nasdaq National Market and the New York Stock Exchange.

Please sign the acknowledgement form at the end of the Code and return the form to the Human Resources Department indicating that you have received, read, understand and agree to comply with the Code. The signed acknowledgement form will be located in your personnel file.

II. PRINCIPLES

A. Compliance and Reporting

Employees and members of the Board should strive to identify and raise potential issues before they lead to problems, and should ask about the application of this Code whenever in doubt. Any employee or member of the Board who becomes aware of any existing or potential violation of this Code should promptly notify the Company’s General Counsel, with a copy to Bruce Feuchter, outside counsel to IntraLase. Their contact information is as follows:

The Company will take such disciplinary or preventive action as it deems appropriate to address any existing or potential violation of this Code brought to its attention.

Any questions relating to how these policies should be interpreted or applied should be addressed to the Company’s General Counsel, with a copy to our outside counsel.

B. Personal Conflicts of Interest

A “personal conflict of interest” occurs when an individual’s private interest improperly interferes with the interests of the Company. Personal conflicts of interest are prohibited as a matter of policy, unless they have been approved by the Company. In particular, an employee or member of the Board must never use or attempt to use his or her position at the Company to obtain any improper personal benefit for himself or herself, for his or her family members, or for any other person, including loans or guarantees of obligations, from any person or entity.

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