Science and Technology Committee Charter
Purpose
The purpose of the Science and Technology Committee of the Board of Directors (the “Board”) of Amylin Pharmaceuticals, Inc. (the “Company”) is to provide assistance to the Board in fulfilling its oversight responsibilities relating to: (i) the Company’s research and development and technology strategies and initiatives; (ii) significant trends in science and technology and the potential impact of such trends on the Company’s business and operations; and (iii) ongoing protection of the Company’s intellectual property and oversight of lifecycle management strategies.
Membership
The Committee shall consist of at least two (2) directors, one of whom may be the Company’s Chief Executive Officer. Committee members need not be independent directors. A majority of the Committee members must have scientific research or drug development expertise.
Committee members shall be appointed by the Board and shall serve at the pleasure of the Board and for such term or terms as the Board may determine.
Structure and Operations
The Committee shall be an advisory committee of the Board and its continuation shall not be required if the Board determines, for any reason, that the purpose of the Committee is no longer beneficial to the Board in performing its duties.
The Board shall designate one member of the Committee as its chair. A majority of the members of the Committee shall constitute a quorum. The Committee shall meet in person or telephonically at least twice a year and at other times as deemed necessary or desirable by the Committee or its chair.
The Committee may invite to the Committee meetings any employees or consultants the Committee deems appropriate, including the senior most research and development executive officer.
Duties and Responsibilities
The following are the duties and responsibilities of the Committee:- Periodically review, evaluate and report to the Board on the Company’s pipeline of research and development programs.
- Periodically review, evaluate and report to the Board on the Company’s research and development strategies and goals in order to assist the Board in making informed decisions with respect to approving such strategies and goals.
- Identify, discuss and report to the Board on significant emerging science and technology trends and the potential impact of such trends on the Company’s business and research and development operations.
- Perform such other duties within the scope of its primary functions as the Committee may from time to time determine or such additional duties delegated by the Board.
- Periodically review, evaluate and report to the Board on developments and trends impacting intellectual property protection and lifecycle management strategies.
- Perform such other duties within the scope of its primary functions as the Committee may from time to time determine or such additional duties delegated by the Board.
Reports
The Committee shall produce the following reports and provide them to the Board:- An annual performance evaluation of the Committee, which evaluation must compare the performance of the Committee with the requirements of this charter. The performance evaluation should also recommend to the Board any improvements to this charter deemed necessary or desirable by the Committee. The performance evaluation by the Committee shall be conducted in such manner as the Committee deems appropriate. The report to the Board may take the form of an oral report by the chair of the Committee or any other member of the Committee designated by the Committee to make this report.
- A summary of the actions at each Committee meeting, which shall be presented to the Board for review and presented to the Secretary of the Company for inclusion in the Company’s minute books.
Resources and Authority
The Committee shall have full power and authority to discharge its duties and responsibilities, including the authority to select, retain, terminate and approve the fees and other retention terms of special counsel or other experts or consultants, as it deems appropriate, without seeking approval of the Board or management.
(As adopted on September 15, 2009)