Policy on Cash Incentive Repayment

The Cash Incentive Repayment Policy ("Claw Back Policy") requires an executive officer to repay to the Company the amount of any annual cash incentive compensation that an executive officer receives to the extent that:

  • the amount of such payment was based on the achievement of certain financial results that were subsequently the subject of a restatement that occurs within 12 months of such payment;
  • the executive officer had engaged in theft, dishonesty or intentional falsification of the Company's documents or records that resulted in the obligation to restate the Company's financial results; and
  • a lower annual cash incentive would have been paid to the executive officer based upon the restated financial results

Dated:  September, 2012


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Committee Members

Heiner Dreismann, Ph.D.
Heiner Dreismann, Ph.D.
Director

Heiner Dreismann, Ph.D., joined the company in June 2010. Dr. Dreismann had a successful career at the Roche Group from 1985 to 2006 where he held several senior positions, including President and CEO of Roche Molecular Systems, Head of Global Business Development for Roche Diagnostics and Member of Roche's Global Diagnostic Executive Committee. Dr. Dreismann currently serves on the boards of several public and private health care companies. He earned a master of science degree in biology and his doctor of philosophy degree in microbiology/molecular biology (summa cum laude) from Westfaelische Wilhelms University (The University of Münster) in Germany.

Walter Gilbert, Ph.D.
Walter Gilbert, Ph.D.
Director, Vice Chairman of the Board

Walter Gilbert, Ph.D., Vice Chairman of the Board of Directors, joined the Company as a founding scientist in March 1992. Dr. Gilbert won the Nobel Prize in Chemistry in 1980 for his contributions to the development of DNA sequencing technology. He was a founder of Biogen, Inc. and its Chairman of the Board and Chief Executive Officer from 1981 to 1985, as well as the Carl M. Loeb University Professor at Harvard University. Presently, he is a general partner of BioVentures Investors.

John T. Henderson, M.D.
John T. Henderson, M.D.
Chairman of the Board
John T. Henderson, M.D. was elected as Chairman of the Board in April 2005. He previously served as a Director of the Company effective May 2004. Dr. Henderson was with Pfizer for over 25 years, most recently as a Vice President in the Pfizer Pharmaceuticals Group. Dr. Henderson previously held Vice Presidential level positions with Pfizer in Research and Development in Europe and later in Japan. He was also Vice President, Medical for Europe, U.S. and International Pharmaceuticals group. Dr. Henderson earned his bachelor's and medical degree from the University of Edinburgh and is a Fellow of the Royal College of Physicians (Ed.).