2003 Committee Charter : IMCL

(the "Company")

Research Oversight Committee Charter
Adopted November 20, 2002


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;

Review of priorities and research project timelines;

Assess research resource allocation; and

Report to the Board of Directors on the effectiveness of the Company's research 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:

key scientific projects;

specific project timelines;

project resource allocation (internal and external);

review of key scientific personnel skills, background and experience;

competitive landscape;

intellectual property by project; and

review of activities of "scientific advisory board".
The Committee shall annually prepare a report for the Board evaluating the efforts and effectiveness of the Company's scientific research. The Committee shall include in this report its conclusions and any recommendations.

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.