Each director designated as an independent director shall be independent in accordance with the applicable rules of The Nasdaq National Market and the Securities and Exchange Commission. Because it is not possible to anticipate or explicitly provide for all potential conflicts of interest that may affect independence, <!-- Inject Script Filtered -->

the Board should also affirmatively determine that each independent director has no other material relationship with the Company or its affiliates or any executive officer of the Company or his or her affiliates. A relationship will be considered “material” if in the judgment of the Board it would interfere with the Director’s independent judgment.

The Board may, from time to time, designate an independent director designated as the Lead Independent Director.

The Lead Independent Director shall be responsible for calling special meetings of the independent directors, chairing all meetings of independent directors and performing such other responsibilities as shall be set forth in a written charter adopted by the Board or designated by a majority of the independent directors may designate from time to time. Service as Lead Independent Director shall not exceed five consecutive years.

The Corporate Governance and Nominating Committee is responsible for reviewing with the Board from time to time the appropriate skills and characteristics required of Board members in the context of the current makeup of the Board.

These skills and characteristics of the Board, as a whole, may include (i) various and relevant career experience, (ii) relevant skills, such as an understanding of the bio-medical, technology transfer, technology, finance, marketing and international commerce, (iii) financial expertise, (iv) diversity and (v) local and community ties. The minimum qualifications and skills that each director should possess include (i) the highest professional and personal ethics and values, (ii) broad experience at the policymaking level in business, government, education, technology or public interest, (iii) a commitment to enhancing stockholder value and (iv) sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. The Nominating Committee evaluates the foregoing factors, among others, and does not assign any particular weighting or priority to any of these factors