Quotes delayed at least 20 minutes. Data provided by eSignal.
Research and Development Committee Charter
(Adopted February 28, 2008)
A. Purpose
The purpose of the Research and Development Committee of the Board of
Directors (the "Board") of Infinity Pharmaceuticals, Inc. (the "Company") is to:
assist the Company in evaluating research and development ("R&D")
issues and decisions; and
provide the Board a detailed perspective on the Company's R&D efforts.
B. Structure and Membership
Number. The Research and Development Committee shall consist of such
number of directors as the Board shall from time to time determine.
Chair. Unless the Board elects a Chair of the Research and Development
Committee, the Research and Development Committee shall elect a
Chair by majority vote.
Compensation. The compensation of Research and Development
Committee members shall be as determined by the Board or a
committee thereof.
Selection and Removal. Members of the Research and Development
Committee shall be appointed by the Board. The Board may remove
members of the Research and Development Committee from such
Committee, with or without cause.
C. Authority and Responsibilities
The Research and Development Committee shall:
review the Company's current and planned R&D programs and initiatives
(e.g., new research programs, business development initiatives) from a
scientific perspective, provide feedback to the Company's R&D
management on those programs and initiatives, and from time to time
provide observations and strategic recommendations to the Board;
serve as a sounding board for the Company's R&D organization on
research and development matters;
as requested, assist management in identifying world-class experts to
provide strategic scientific advice regarding the Company's programs;
identify and discuss with the Board significant emerging scientific issues
and trends, as well as benchmark the Company's programs and R&D
activities against its competitors;
periodically review the Company's patent strategy; and
strengthen the link between the Board and the Company's R&D
organization.
Further, it is expected that the Chair of the Research and Development
Committee shall attend and participate in R&D program reviews scheduled by
management; attendance at those reviews by other members of the Research
and Development Committee shall be encouraged, but shall not be required.
D. Procedures and Administration
Meetings. The Research and Development Committee shall meet
approximately four (4) times per year and keep such records of its
meetings as it deems appropriate.
Reports to the Board. The Research and Development Committee shall
report regularly to the Board.
Charter. The Research and Development Committee shall, from time to
time as it deems appropriate, review and reassess the adequacy of this
Charter and recommend any proposed changes to the Board for
approval.
Annual Self-Evaluation. At least annually, the Research and Development
Committee shall evaluate its own performance.
