Table of Contents
classification of our board of directors may have the effect of delaying or preventing changes in our control or management. See "Description of Capital
StockAnti-takeover Effects of Delaware Law and Our Restated Certificate of Incorporation and Bylaws."
Code of Business Conduct and Ethics
Our board of directors intends to adopt a code of ethics and business conduct to be effective upon the completion of this offering. The
code of ethics and business conduct will apply to all of our employees, officers and directors. Upon the completion of this offering, the full text of our code of ethics and business conduct will be
posted on our website. We intend to disclose, to the extent required by applicable rules and regulations, future amendments to, or waiver of, our code of ethics and business conduct, at the same
location on our website identified above and also in public filings we will make with the SEC. Information contained on our website is not incorporated by reference into this prospectus, and you
should not consider information contained on our website to be part of this prospectus or in deciding whether to purchase shares of our common stock.
Our board of directors has undertaken a review of the independence of our directors and considered whether any director has a material
relationship with us, including stock ownership by their affiliates, that could compromise his ability to exercise independent judgment in carrying out his responsibilities. Our board of directors
determined that Peter Barrett, Ph.D., Robert V. Gunderson, Jr., Donald Hayden, Jr., Charles W. Newhall, III and Bryan Roberts, Ph.D. are "independent directors" as defined under the rules of The
NASDAQ Global Market.
Role of the Board in Risk Oversight
One of the key functions of our board of directors is informed oversight of our risk management process. In particular, our board of
directors is responsible for monitoring and assessing strategic risk exposure. Our executive officers are responsible for the day-to-day management of the material risks we face. Our board of
directors administers its oversight function directly as a whole, as well as through various standing committees of our board of directors that address risks inherent in their respective areas of
oversight. For example, our audit committee is responsible for overseeing the management of risks associated with our financial reporting, accounting and auditing matters; our compensation committee
oversees major risks associated with our compensation policies and programs; and our nominating and governance committee oversees the management of risks associated with director independence,
conflicts of interest, composition and organization of our board of directors and director succession planning.
Our board of directors has established an audit committee, a compensation committee and a nominating and governance committee. Our
board of directors and its committees set schedules for meeting throughout the year and can also hold special meetings and act by written consent from time to time, as appropriate. Our board of
directors has delegated various responsibilities and authority to its committees as generally described below. The committees will regularly report on their activities and actions to the full board of
directors. Each member of each committee of our board of directors qualifies as an independent director in accordance with NASDAQ listing standards. Each committee of our board of directors has a
written charter approved by our board of directors. Upon the completion of this offering, copies of each charter will be posted on our website. The inclusion of our website address in this prospectus
does not include or incorporate by reference the information on our website into this prospectus.