Charter of the Strategy Committee
Adopted February 7, 2006
Purpose:
The purpose of the Strategy Committee (the “Committee”) of the Board of Directors (the “Board”) of Maxygen, Inc., a Delaware corporation (the “Company”), is among other things, to periodically examine and report to the Board on the Company’s pharmaceutical research and development initiatives and to evaluate potential transactions with regard to implementation of the Company’s strategic goals and objectives.
Composition:
The Committee shall consist of three or more directors. At least one member of the Committee shall, in the judgment of the Board, have expertise in the development of pharmaceutical products. The members of the Committee shall be appointed by the Board based upon nominations by the Company’s Corporate Governance and Nominating Committee. The members of the Committee will serve at the discretion of the Board.
The Committee shall designate one member of the Committee as its chairperson.
Duties and Responsibilities:
The following are the duties and responsibilities of the Committee:
1. Review, evaluate and report to the Board regarding performance of the Company in achieving the long-term strategic goals and objectives and the quality and direction of the Company’s pharmaceutical research and development programs.
2. Evaluate potential transactions (including, but not limited to, mergers and acquisitions, dispositions, contracts, grants, collaborative efforts, alliances and financing transactions) with regard to implementation of the Company’s strategic goals and objectives.
3. Evaluate the soundness/risks associated with the technology and products in which the Company is investing its research and development efforts.
4. Prepare and issue the evaluation required under "Committee Performance Evaluation" below.
5. Any other strategic matters as from time to time may be directed by the Board.
Committee Performance Evaluation:
The Committee shall produce and provide to the Board on an annual basis a performance evaluation of the Committee’s performance of its duties under this charter. The evaluation shall also include any recommendations to improve the charter of the Committee. The performance evaluation shall be conducted in such a manner as the Committee deems appropriate. Any member of the Committee may present the evaluation to the Board either orally or in writing.
Meetings:
The Committee will meet in person or telephonically at least once per year at a time and place determined by the Committee chairperson, with further meetings to occur, or actions to be taken by unanimous written consent, when deemed necessary or desirable by the Committee or its chairperson. The Committee may invite the Chief Executive Officer, President, Chairman of the Board, Chief Financial Officer and General Counsel or any other officer desirable by the Committee or its Chairman.The Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee.
Committee Reports:
The Committee shall provide the following reports to the Board.
1. An annual performance evaluation of the Committee, which evaluation must compare the performance of the Committee with requirements of this charter.
2. A summary of the actions taken at each Committee meeting, which shall be presented to the Board at the next Board meeting.
Resources and Authority:
The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate, and approve the fees and other retention terms of experts or other consultants, as it deems appropriate.
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