The compensation committee of the board of directors reviews and makes
recommendations to the board regarding all forms of compensation provided
to our executive officers and directors, including stock compensation
and loans. In addition, the compensation committee reviews and makes recommendations
on bonus and stock compensation arrangements for all of our employees.
As part of these responsibilities, the compensation committee also administers
our Incentive Compensation Plan. The current members of the compensation
committee are Drs. Rosalie Sagraves and Israel Rubinstein, each of whom
is an independent director.
The audit committee of the board of directors reviews and monitors our
corporate financial reporting and our external audits, the results and
scope of the annual audit and other services provided by our independent
auditors and our compliance with legal matters that have a significant
impact on our financial reports. The audit committee also consults with
management and our independent auditors before the presentation of financial
statements to shareholders and, as appropriate, initiates inquiries into
aspects of our financial affairs. In addition, the audit committee has
the responsibility to consider and recommend the appointment of, and to
review fee arrangements with, our independent auditors. The current members
of the audit committee are Drs. Israel Rubinstein, Terry W. Osborn, and
Mr. Thomas V. Thornton, each of whom is an independent director.
Nominating and Corporate Governance Committee
Our nominating and corporate governance committee intends to develop
and recommend to the board of directors a set of corporate governance
principles and procedures applicable to us, identify individuals qualified
to become board members, determine the director nominees for each annual
meeting of our stockholders and ensure that the audit, compensation and
nominating and corporate governance committees of the board of directors
shall have the benefit of qualified and experienced independent directors.
The current members of our nominating and corporate governance committee
are Drs. Terry W. Osborn, Rosalie Sagraves and Mr. Thomas V. Thornton.
Corporate Development Opportunities
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