The purpose of the Science Committee is to assist the Board of Directors in ensuring that the research and development organization is optimized to support the strategic goals of the company and to recommend key strategic and tactical issues to the Board of Directors. To accomplish this purpose, the Science Committee reviews and monitors the science, processes and procedures, and infrastructure underlying the Company's major discovery and development programs.
Structure and Membership
Number. The Science Committee shall be comprised of no fewer than three members of the Board of Directors. One of these members will serve as the chair of the Committee.
Chair. Unless the Board of Directors elects a Chair of the Science Committee, the Science Committee shall elect a Chair by majority vote.
Compensation. The compensation of the Science Committee members shall be as determined by the Board of Directors.
Selection and Removal. Members of the Science Committee shall be appointed by the Board of Directors, upon the recommendation of the Nominating and Corporate Governance Committee. The Board of Directors may remove members of the Science Committee with or without cause.
General. The Science Committee shall discharge its responsibilities, and shall assess the information provided by the Company's management, in accordance with its business judgment.
The Science Committee shall review the overall scientific, clinical, regulatory and IP strategy underlying the major research and development programs.
The Science Committee shall review the Company's annual Research & Development budget and allocation of resources to discovery programs.
The Science Committee shall review the capability and skill set of the Company's R&D organization.
The Science Committee shall review the Company's attainment of key R&D milestones.
Procedures and Administration
Meetings. The Science Committee shall meet as often as it deems necessary in order to perform its responsibilities. The Science Committee may also act by unanimous written consent in lieu of a meeting. The Science Committee shall keep such records of its meetings as it shall deem appropriate.
Reports to Board. The Science Committee shall report regularly to the Board of Directors.
Charter. The Science Committee shall review and reassess periodically the adequacy of this Charter and recommend any proposed changes to the Board of Directors for approval.
Independent Advisors. The Science Committee shall have the authority, without further action by the Board of Directors, to engage such independent advisors, attorneys and consultants as it deems necessary or appropriate to carry out its responsibilities and to cause the Company to pay the compensation of such advisors without further action by the Board of Directors.
Company Participation. The Science Committee may from time to time request Company representatives to attend meetings and participate in Science Committee activities.
Periodic Self-Evaluation. The Science Committee shall periodically evaluate its own performance.
Elizabeth Stoner, M.D., has been a director since October 2007. Since March 2010, Dr. Stoner has been the Chief Development Officer at Rhythm Pharmaceuticals, a biotechnology company. Since October 2007, Dr. Stoner has served as a Managing Director at MPM Capital, a healthcare venture capital firm. Prior to joining MPM Capital, Dr. Stoner had a 22-year career at Merck Research Laboratories. At the time of her retirement from Merck, Dr. Stoner was Senior Vice President of Global Clinical Development Operations with responsibility for the company's clinical development activities in more than 40 countries. Prior to her position at Merck, she was an Assistant Professor of Pediatrics at Cornell University Medical College. Dr. Stoner serves on the board of a privately-held biopharmaceutical company. During the last five years, Dr. Stoner served on the board of Metabasis Therapeutics, Inc., a biopharmaceutical company. Dr. Stoner received her B.S. in Chemistry from Ottawa University, KS, her M.S. in Chemistry from the State University of New York at Stony Brook, and her M.D. from Albert Einstein College of Medicine. Dr. Stoner's qualifications to sit on the board include her more than 20 years of senior executive experience in the pharmaceutical industry, including her expertise in leading clinical development organizations.
Thomas P. Koestler has been a director since January 2011. Since February 2010, Dr. Koestler has served as Executive Director-Healthcare at Vatera Healthcare Partners, a venture capital company. Prior to joining Vatera Healthcare Partners, Dr. Koestler was Executive Vice President of Schering-Plough Corporation, a pharmaceutical company, and President of Schering-Plough Research Institute, the pharmaceutical research and development arm of Schering-Plough Corporation, which he joined in 2003. Dr. Koestler has also held senior positions at Pharmacia Corporation, Novartis AG, Ortho-McNeil and Bristol-Myers Squibb. Dr. Koestler is also a member of the board of directors of Novo Nordisk A/S and a number of privately-held companies. Dr. Koestler holds a BS degree in biology and genetics from Daemen College and a Ph.D. from the State University of New York, where he studied medicine and pathology. Dr. Koestler's qualifications to sit on the board include his years of senior executive experience in the pharmaceutical industry, including his involvement with over 80 product approvals during his career, including 30 related to new molecular entities.