Corporate Governance

The directors recognise the value and importance of high standards of corporate governance. Whilst the company is not subject to the UK Corporate Governance Code, it intends, in so far as is practicable given the size, nature and state of development of the company and the fact that it is incorporated in the US and not the UK, to comply with the main provisions of the Quoted Companies Alliance Guidelines and the Policy and Voting Guidelines for AIM Companies issued by the National Association of Pension Funds.

The company is not subject to any federal or state corporate governance regime in the United States other than the Act.

The board of the company comprises three independent non-executive directors (including the chairman) with relevant experience to complement the two executive directors and to provide an independent view to the executive directors.

The company has established an Audit Committee and a Compensation Committee. At this stage of the company's development, the directors consider it appropriate for the board to retain responsibility for nominations to the board.

Audit Committee

The initial members of the Audit Committee are Mark Feuer (who will chair the committee), John Johnston and David Clark.

Meetings will be held not less than two times a year. As Chief Financial Officer, Ravi Chivukula will be invited to attend meetings where appropriate and the company's auditors will be regularly invited to attend meetings including at the planning stage before the audit and after the audit at the reporting stage.

The role of the committee is to consider matters relating to the appointment of the company's auditors and the independence of the company's auditors and review the integrity of the company's financial statements including its annual and half-yearly reports, interim management statements, and any other formal announcement relating to its financial performance. The committee will also review the effectiveness of the group's internal financial controls and internal control and risk management systems.

Compensation Committee

The initial members of the Compensation Committee are John Johnston (who will chair the committee), David Clark and Mark Feuer.

The primary duty of the committee is to determine and agree with the board the framework or broad policy for the compensation of executive directors, the company secretary and such other members of the executive management as it is designated to consider. The compensation of the non-executive directors is a matter for the chairman and the company's executive directors. No director or manager may be involved in any decisions as to their own compensation.

Share Incentive Schemes

Although the Company does not currently have any formal employee share incentive scheme in place, the Board, on the recommendation of the Compensation Committee will, at an appropriate time, seek to adopt share incentive schemes pursuant to which management (excluding Mr. Parmar), employees and consultants may be awarded share options or other share incentives. Such schemes will be limited so that the maximum aggregate number of Common Shares issued or issuable (or transferred or transferable out of treasury) pursuant to rights granted under them after Admission shall not at any time exceed 10 per cent. of the issued share capital of the Company. Whilst the exercise price of any such options will be a matter for the approval of the Board, awards granted to senior management upon adoption of any plan within the short term following Admission may be made at the Placing Price to reflect the ongoing contribution of senior management team members to the performance of the Group during the current financial year and to achieve an appropriate level of incentivisation for the Group's future performance.