IMCLONE SYSTEMS INCORPORATED
2003 Committee Charter : IMCL
Research Oversight Committee Charter
The Research Oversight Committee (the "Committee") is created by the Board of Directors to assist in the evaluation and oversight of the Company's basic scientific research, including:
Periodic reviews of the Company's research focus and efforts;
The Committee shall consist of at least three members. Committee members shall be appointed by the Board and may be removed by the Board at any time. The Board shall designate a Chairman of the Committee.
Authority and Responsibilities
In addition to any other responsibilities which may be assigned from time to time by the Board, the Committee shall be responsible for the following matters:
At least semi-annually, the Committee shall meet with the CEO and Vice President, Research and selected research staff members (to be selected by the Vice President, Research) for an update of the Company's research efforts, to include:
Reporting to the Board
The Committee shall report to the Board periodically. This report shall include a review of any issues that arise with respect to the quality of the Company's research efforts, concerns regarding project focus, an assessment of resource allocation, and any other matters that the Committee deems appropriate or are requested to be included by the Board.
The Committee shall meet at least semi-annually. The Chairman of the Committee shall prepare an agenda in advance of each meeting.
The Committee may, in consultation with the CEO and Vice President, Research, retain outside consultants to assist with its review of the Company's scientific research, including meeting with the Company's research personnel. Those outside consultants must enter into a confidentiality agreement in accordance with the Company's policies and procedures then in effect.