The Audit Committee provides a forum through which the Company's external auditor reports to the Board. The auditor attends its meetings and has the opportunity to meet with Committee members in the absence of Executive Management. In addition, the Audit Committee is responsible for recommending the appointment and removal of the auditors and agrees to the level of audit fees.

The Committee also monitors the scope and results of the audit, the independence and objectivity of the auditing company and its performance. In order to safeguard auditor objectivity and independence, the Audit Committee discusses and approves any non-audit services to be performed by the auditor, including services relating to tax, share valuation, and any other accounting and auditing-related advice.

The Remuneration and Appointments Committee

The Remuneration and Appointments Committee has three members elected by the Board among its members: Martien van Osch who chairs the Committee, Flemming Ørnskov and Walter Wenninger. General Counsel, Bolette Wildt, is appointed Secretary to the Committee.

The Committee determines the terms of service and remuneration of the CEO and other members of the Executive Management. It also determines overall remuneration policy for all employees and recommends and presents proposals for grants of warrants from time to time to Company's executives, key employees, consultants and/or directors for the Board of Directors' approval. In addition, the Committee approves and advises the Board of Directors on the sale or purchase of equity securities by directors or employees of the Company.

The Committee also sets and approves achievement of targets for executive performance related bonus schemes operated by the Company.

Human Resources

The Company endeavors to appoint talented employees with competencies, skills, knowledge and experience appropriate for the roles they undertake. The Company has a range of policies which are aimed at retaining and incentivizing key staff. Objectives are set for departments and employees that are derived from the Company's overall business objectives for the year.

Regulatory Compliance

Documented quality procedures are in place to ensure the maintenance of regulatory compliance. As a biopharmaceutical research and development business, the Company pays particular attention to compliance with the requirements of the US Food & Drug Agency (FDA), the European Medicines Evaluation Agency (EMEA) and national medicines regulatory agencies in territories where the Company conducts research and development.

Furthermore the Company endeavors to ensure that it and its external contractors comply with Good Laboratory Practice (GLP), Good Clinical Practice (GCP) and Good Manufacturing Practice (GMP) guidelines.

Health and Safety

The Company pays strict attention to the health and safety of its employees and complies with the recommendations of the Danish Working Environment Service. In addition, the Company has established pharmacovigilance and patient adverse event reporting procedures for the clinical trials conducted by the Company. Furthermore, the Company is working closely with recognized international clinical experts in the monitoring, reviewing and advising the Company in respect of clinical trials and the safety of patients treated with the Company's potential new medicinal products.

Auditors

PricewaterhouseCoopers Statsautoriseret Revisionsaktieselskab
Strandvejen 44
DK-2900 Hellerup

Bankers

Danske Bank
Nørre Voldgade 68, Boks 1193
DK- 1011 Copenhagen K