1. selecting and retaining (subject to approval by our shareholders), and terminating when appropriate, the independent auditor;

2. setting the independent auditor's compensation, overseeing the work of the independent auditor and pre-approving all audit services to be provided by the independent auditor;

3. establishing policies and procedures for the engagement of the independent auditor to provide permitted non-audit services and pre-approving the performance of such permitted non-audit services;

4. receiving and reviewing at least annually:

• a report by the independent auditor describing the independent auditor's internal quality-control procedures and any material issues raised by the most recent internal quality-control review, peer review, or Public Company Accounting Oversight Board (PCAOB) review, of the independent auditing firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues; and
• other required reports from the independent auditor;

5. considering, at least annually, the independence of the independent auditor, including whether the provision by the independent auditor of permitted non-audit services is compatible with independence;

6. obtaining and reviewing a report from the independent auditor describing all relationships between the auditor and the Company;

7. reviewing with the independent auditor:

• the scope and results of the audit;
• any problems or difficulties that the auditor encountered in the course of the audit work, and management's response; and
• any questions, comments or suggestions the auditor may have relating to the internal controls and accounting practices and procedures, of the Company or its subsidiaries
• reviewing, at least annually, the scope and results of the internal audit program, including current and future programs of the Company's Internal Audit Department, procedures for implementing accepted recommendations made by the independent auditor, and any significant matters contained in reports from the Internal Audit Department;
  

8. reviewing with the independent auditor, the Company's Internal Audit Department, and management:

1. the adequacy and effectiveness of the systems of internal controls (including any significant deficiencies and significant changes in internal controls reported to the Audit Committee by the independent auditor or management);
2. accounting practices, and disclosure controls and procedures (and related management reports), of the Company and its subsidiaries; and
3. current accounting trends and developments; and taking such action with respect to these matters as may be deemed appropriate;

9. reviewing with management and the independent auditor the annual and quarterly financial statements of the Company, including: the Company's disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations"; any material changes in accounting principles or practices used in preparing the financial statements prior to the filing of a report on Form 10-K or 10-Q with the Securities and Exchange Commission; and the items required by Statement of Auditing Standards 61 as in effect at that time in the case of the annual statements and Statement of Auditing Standards 100 as in effect at that time in the case of the quarterly statements;

10. recommending to the Board of Directors whether the financial statements should be included in the annual report on Form 10-K;

11. reviewing earnings press releases, as well as Company policies with respect to earnings press releases, financial information and earnings guidance provided to analysts and rating agencies (this function may be performed by the Chair or the full Committee);

12. discussing Company policies with respect to risk assessment and risk management, reviewing contingent liabilities and risks which may be material to the Company and reviewing major legislative and regulatory developments which could materially impact the Company's contingent liabilities and risks;

13. reviewing reports from management, legal counsel and third parties as determined by the Audit Committee relating to the status of compliance with laws, regulations, and internal procedures; and the scope and status of systems designed to promote Company compliance with laws, regulations and internal procedures;

14. establishing procedures for the confidential and anonymous receipt, retention and treatment of complaints regarding the Company's accounting, internal controls and auditing matters;

15. establishing procedures for receipt of confidential, anonymous submissions by Company employees of concerns regarding questionable accounting or auditing matters;

16. establishing policies for the hiring of employees and former employees of the independent auditor;

17. obtaining the advice and assistance, as appropriate, of independent counsel and other advisors as necessary to fulfill its responsibilities and determining appropriate funding to be received from the Company for payment of compensation to any such advisors;

18. conducting an annual performance evaluation of the Audit Committee and an evaluation of the adequacy of its charter; and

19. preparing a report each year concerning compliance with its charter for inclusion in the Company's annual Proxy Statement.

• The Board of Directors has determined that each of the current members of the Audit Committee—Mr. Smith, Mr. Johnson, and Mr. MacKay —is an "audit committee financial expert" for purposes of the SEC's rules.
• The Board of Directors also has determined that each of the members of the Audit Committee is "independent," as defined by the rules of the NASDAQ.

1. developing and recommending to the Board the Criteria for Board Membership;
2. considering, recommending and recruiting candidates to fill new positions on the Board;
3. reviewing candidates recommended by shareholders;
4. conducting the appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates; and
5. recommending the Director nominees for approval by the Board and the shareholders.

• to consider questions of possible conflicts of interest of Board members and of our senior executives;
• to monitor and recommend the functions of the various committees of the Board;
• to recommend members of the committees;
• to advise on changes in Board compensation;
• to make recommendations on the structure of Board meetings; and
• to recommend matters for consideration by the Board.

• considers matters of corporate governance, and reviews our Corporate Governance Principles at least annually.
• considers and reviews, periodically, Director Qualification Standards
• reviews, periodically, our policy regarding the adoption of a Shareholder Rights Plan;
• establishes Director retirement policies;
• reviews the functions of the senior officers and makes recommendations on changes;
• reviews annually with the Chairman and CEO the job performance of elected corporate officers and other senior executives;
• reviews the outside activities of senior executives;
• reviews, periodically, with the Chairman and CEO the succession plans relating to positions held by elected corporate officers, and makes recommendations to the Board with respect to the selection of individuals to occupy these positions;
• oversees the evaluation of the Board and its Committees; and
• prepares an annual performance evaluation of the Corporate Governance Committee.

• Members of the Board should be individuals of high integrity and independence, substantial accomplishments, and prior or current association with institutions noted for their excellence.
• Members of the Board should have demonstrated leadership ability, with broad experience, diverse perspectives, and the ability to exercise sound business judgment.
• The background and experience of members of the Board should be in areas important to the operation of the Company such as business, education, finance, government, law, medicine, or science.
• The composition of the Board should reflect sensitivity to the need for diversity as to gender, ethnic background and experience.

In addition, pursuant to our Corporate Governance principles, the Committee considers the number of other Boards of public companies on which a candidate serves. Moreover, Directors are expected to act ethically at all times and adhere to the Company's Code of Business Conduct and Ethics for members of the Board of Directors.

The Committee considers candidates for Director suggested by our shareholders, provided that the recommendations are made in acordance with the procedures required under our By-laws and described in our Proxy Statement under the heading "Requirements, including Deadlines for Submission of Shareholder Proposals, Nomination of Directors and Other Business of Shareholders." Shareholder nominees whose nominations comply with these procedures, and who meet the criteria outlined above, in the Committee's Charter, and in our Corporate Governance Principles, will be evaluated by the Corporate Governance Committee in the same manner as the Committee's nominees.

The Board of Directors has determined that each of the members of the Corporate Governance Committee is independent, as defined by the rules of the NASDAQ Stock Exchange.

• evaluating the performance of the CEO and other elected officers in light of approved performance goals and objectives;
• setting the compensation of the CEO and other elected officers based upon the evaluation of the performance of the CEO and the other elected officers, respectively;
• making recommendations to the Board of Directors with respect to new cash-based incentive compensation plans and equity-based compensation plans; and
• preparing an annual performance self-evaluation of the Compensation Committee.

• administers the Company's stock plans;
• determines and certifies the shares awarded under corporate performance-based plans;
• grants options and awards under the Company's stock plans;
• advises on the setting of compensation for senior executives whose compensation is not otherwise set by the Committee;
• monitors compliance by officers with our program of required stock ownership; and
• publishes an annual Compensation Committee Report for the shareholders.

The Board of Directors has determined that each of the members of the Compensation Committee is independent, as defined by the rules of the NASDAQ.

The Science and Technology Committee was established in 2003. Under the terms of its Charter, the Committee is responsible for periodically examining management's direction and investment in the Company's pharmaceutical research and development as well as in its technology initiatives.

The Committee may meet privately with independent consultants and be free to speak directly and independently with any members of management in discharging its responsibilities.

• review, evaluate and report to the Board of Directors regarding the performance of the research leaders in achieving long-term strategic goals and objectives and the quality and direction of the Company's pharmaceutical research and development programs;
• identify and discuss significant emerging science and technology issues and trends;
• determine whether there is sufficient and ongoing external review from world-class experts across both research and development, pertaining to the Company's therapeutic areas;
• review the Company's approaches to acquiring and maintaining a range of distinct technology positions (including, but not limited to, contracts, grants, collaborative efforts, alliances and venture capital);
• evaluate the soundness/risks associated with the technology in which the Company is investing its research and development efforts;
• periodically review the Company's overall patent strategies; and
• prepare an annual performance evaluation of the Science and Technology Committee.

View Science and Technology Committee Charter

Executive and Finance Committee

The Executive Committee performs the duties and exercises the powers delegated to it by the Board of Directors.