Spencer R. Berthelsen, M.D., Chairman
John C. Reed, M.D., Ph.D.
Mr. Frederick T. Muto, J.D. serves as counsel to the
Nominating, Governance and Review Committee
Each current member of the Nominating, Governance
& Review Committee is not an officer or employee of Isis and is an
independent director under currently applicable rules.
The Nominating, Governance and Review Committee of
the Board of Directors of Isis Pharmaceuticals shall consist of at least
two directors. Each member of the Nominating, Governance and
Review Committee must be independent of the Company. Members of
the committee will be considered independent as long as they meet the
independence requirements of the applicable Nasdaq rules. The
Nominating, Governance and Review Committee shall be charged with the
1. Interview, evaluate, nominate and recommend
individuals for membership on Isis' Board of Directors. As part of
this process, the Nominating, Governance and Review Committee will
consider nominees recommended by Isis' stockholders.
2. On an annual basis, review the performance of the
Board and its committees, including evaluating the Board's ability to
function as a group and the integrity and competency of the individual
3. Annually review and assess the adequacy of Isis'
corporate governance guidelines and recommend any proposed changes to the
Board for approval.
4. To perform such other functions and have such
other powers as may be necessary or convenient in the efficient discharge
of the foregoing.
To assist in carrying out these
functions, the committee has authority to obtain advice and assistance
from internal or external legal, accounting or other advisors.
** Mr. Frederick T. Muto, J.D. serves as counsel to
the Nominating, Governance and Review Committee