Board Committees

The Board has an Audit Committee, a Compensation Committee and a Nominating & Governance Committee. The following table provides membership information for each of the Board committees:

Name Audit Compensation Nominating and Governance
N. Anthony Coles, M.D.      
Paul Goddard, Ph.D.   X*  
Antonio Grillo-López, M.D.     X
Magnus Lundberg X    
Corinne Nevinny X*    
Bill Ringo X   X
Wendell Wierenga, Ph.D.   X X*
Thomas Wiggans   X  

 

Audit Committee

The Audit Committee meets with the Company's independent auditors at least quarterly to review the financial results of the fiscal quarters and the annual audit and discuss the financial statements; determines and approves the engagement of the independent auditors; determines whether to retain or terminate the existing independent auditors or to appoint and engage new independent auditors; reviews and approves the retention of the independent auditors to perform any proposed permissible non-audit services; monitors the rotation of partners of the independent auditors on the Company's audit engagement team as required by law; confers with management and the independent auditors regarding the effectiveness of internal controls over financial reporting; establishes procedures, as required under applicable law, for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters; reviews the financial statements to be included in the Company's Annual Report on Form 10-K; evaluates the independent auditors' performance; and receives and considers the independent auditors' comments as to scope, adequacy and effectiveness of financial reporting controls. The Audit Committee has adopted a written Audit Committee Charter that has been approved by the Board of Directors.

The Board of Directors annually reviews the NASDAQ listing standards definition of independence for Audit Committee members and has determined that all members of the Company's Audit Committee are independent (as independence is currently defined by the NASDAQ listing standards). The Board of Directors has determined that Ms. Lyle qualifies as an "audit committee financial expert," as defined in applicable Securities and Exchange Commission, or SEC, rules. The Board made a qualitative assessment of Ms. Lyle's level of knowledge and experience based on a number of factors, including her formal education and experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing or evaluation of financial statements.

Compensation Committee

The Compensation Committee reviews and approves the overall compensation strategy and policies for the Company. The Compensation Committee reviews and approves corporate performance goals and objectives relevant to the compensation of the Company's executive officers and other senior management; recommends to the Board for approval the compensation and other terms of employment of the Company's Chief Executive Officer; reviews and approves the compensation and other terms of employment of other senior management, including executive officers; and administers the Company's stock option and purchase plans. All members of the Company's Compensation Committee are independent (as independence is currently defined by the NASDAQ listing standards). The Compensation Committee has adopted a written Compensation Committee Charter that has been approved by the Board of Directors.

Nominating and Governance Committee

In March 2004, the Board of Directors formed a Nominating and Governance Committee, or Nominating Committee, for the purpose of identifying, reviewing and evaluating candidates to serve as directors of the Company (consistent with criteria approved by the Board); reviewing and evaluating incumbent directors, selecting, or recommending to the Board for selection, candidates for election to the Board of Directors; making recommendations to the Board regarding the membership of the committees of the Board; and assessing the performance of the Board. The Nominating Committee has adopted a written Nominating Committee Charter that has been approved by the Board of Directors. All members of the Nominating Committee are independent (as independence is currently defined by the NASDAQ listing standards).

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