ISIS » Topics » Employees

These excerpts taken from the ISIS 10-K filed Feb 26, 2009.

Employees

 

As of February 10, 2009, we employed approximately 300 people. Included in our total number of employees is 22 people within our Regulus subsidiary.  A significant number of our management and professional employees have had prior experience with pharmaceutical, biotechnology or medical product companies. Collective bargaining agreements do not cover any of our employees, and management considers relations with our employees to be good.

 

Employees

 

As of February 10, 2009, we employed approximately 300 people. Included in our total number of employees is 22 people within our Regulus subsidiary.  A significant number of our management and professional employees have had prior experience with pharmaceutical, biotechnology or medical product companies. Collective bargaining agreements do not cover any of our employees, and management considers relations with our employees to be good.

 

Employees



 



As of February 10,
2009, we employed approximately 300 people. Included in our total number of
employees is 22 people within our Regulus subsidiary.  A significant number of our management and
professional employees have had prior experience with pharmaceutical,
biotechnology or medical product companies. Collective bargaining agreements do
not cover any of our employees, and management considers relations with our
employees to be good.



 



Employees



 



As of February 10,
2009, we employed approximately 300 people. Included in our total number of
employees is 22 people within our Regulus subsidiary.  A significant number of our management and
professional employees have had prior experience with pharmaceutical,
biotechnology or medical product companies. Collective bargaining agreements do
not cover any of our employees, and management considers relations with our
employees to be good.



 



Employees



 



As of February 10,
2009, we employed approximately 300 people. Included in our total number of
employees is 22 people within our Regulus subsidiary.  A significant number of our management and
professional employees have had prior experience with pharmaceutical,
biotechnology or medical product companies. Collective bargaining agreements do
not cover any of our employees, and management considers relations with our
employees to be good.



 



(p)   Employees.

 

(i)            Neither Ibis nor, with respect to the Business, Isis, is party to any collective bargaining agreement. There is no labor union organizing activity pending or, to Isis’ or Ibis’ Knowledge, threatened with respect to Ibis. Each of Ibis and, with respect to the Business, Isis has complied with all applicable Laws relating to the employment of labor and, within the last five (5) years, neither Ibis nor Isis, with respect to the Business, has experienced any strike, work stoppage, lockout, grievance, unfair labor practice claim or other labor relation problem, including, without limitation, any written dispute with or Claim by former employees regarding termination and/or severance pay. To the Knowledge of Isis or Ibis, no executive, key employee or group of employees of Ibis has any plans to terminate employment with Ibis. In the past three (3) years, Ibis and Isis have complied in all respects with the notification provisions (or paid severance in lieu thereof) of the WARN Act and applicable similar state or local laws. No executive, key employee or group of employees of Ibis or the Business has been terminated or resigned their employment since the Investment Date.

 

(ii)           Schedule 5.1(p)(ii) contains a true and complete list of each employment (other than at-will offer letters with no severance, compensation term guarantee or material benefit), bonus, fringe benefit, deferred compensation, incentive compensation, stock purchase, stock option, stock appreciation right or other stock-based incentive, severance, change-in-control, or other termination pay, hospitalization or other medical, disability, life or other insurance, supplemental unemployment benefits, profit-sharing, pension, or retirement plan, program or Contract and each other employee benefit plan, program or Contract sponsored, maintained or contributed to or required to be contributed to by Ibis, or by any trade or business, whether or not incorporated (an “ERISA Affiliate”), that together with Ibis or Isis would be deemed a “single employer” under Section 414(b), (c), (m) or (o) of the Code, for the benefit of any current or former employee or director of Ibis (the “Plans”). Schedule 5.1(p)(ii) identifies each Plan that is an “employee welfare benefit plan” or “employee pension benefit plan” as such terms are defined in Sections 3(1) and 3(2) of ERISA (such plans being hereinafter referred to collectively as the “ERISA Plans”).

 

(iii)          Except as specified in Section 8.11(d), neither Ibis nor Isis has any formal plan or binding commitment to create any additional Plan or modify or change any existing Plan that would affect any current or former employee or director of Ibis, except as required by Applicable Law or to conform such Plan to the requirements of any Applicable Law. Except for the Master Agreement and this Agreement, there are no Contracts or omissions that would prevent or impair any Plan (including any Plan covering retirees or other former employees) from being amended or terminated by Ibis or Isis prior to or at the Closing, or, with respect to the Plans listed on Schedule 5.1(p)(xii)

 

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if any, by Ibis or AMI (or any successor thereto) on or at any time after the Closing.

 

(iv)          Neither Isis nor Ibis has incurred and has no reason to expect that either will incur any liability to the Pension Benefit Guaranty Corporation (other than premium payments) or otherwise under Title IV of ERISA (including any withdrawal liability) or under the Code or any Applicable Law with respect to any employee pension benefit plan that Isis or Ibis, or any other entity that together with Isis or Ibis is treated as a single employer under Section 414 of the Code, maintains or ever has maintained or to which it contributes, ever has contributed, or ever has been required to contribute.

 

(v)           Neither Ibis nor Isis, nor any of the ERISA Plans, nor any trust created thereunder, nor to Isis’ or Ibis’ Knowledge, any trustee or administrator thereof has engaged in a transaction or has taken or failed to take any action in connection with which Ibis could be subject to any material liability for either a civil penalty assessed pursuant to Sections 409 or 502(i) of ERISA or a tax imposed pursuant to Sections 4975, 4976 or 4980B of the Code.

 

(vi)          Each Plan is in all material respects in compliance, and has been administered in all material respects in accordance, with the applicable provisions of ERISA, the Code and all other Applicable Laws, including, but not limited to, medical continuation under Section 4980B of the Code. Neither Isis nor Ibis has (A) engaged in any transaction prohibited by ERISA or the Code; (B) breached any fiduciary duty owed by it with respect to the Plans; or (C) failed to file and distribute timely and properly all reports and information required to be filed or distributed in accordance with ERISA or the Code.

 

(vii)         Other than routine claims for benefits, there are no Claims, Internal Revenue Service or Department of Labor compliance programs or other proceedings pending or, to Isis’ or Ibis’ Knowledge, threatened against or otherwise involving any Plan.

 

(viii)        Each Plan which is intended to be qualified under Section 401(a) of the Code (A) has been amended to reflect all requirements under the Code which are required to be adopted prior to the end of the applicable remedial amendment period and (B) has received from the Internal Revenue Service a favorable determination letter which considers the terms of the Plan as amended for such changes in Law.

 

(ix)           None of the Plans obligates Isis or Ibis either (A) to pay any separation, severance, termination or similar benefit to Ibis Employees or (B) to make an excess parachute payment within the meaning of Code Section 280G.

 

(x)            No Plan provides benefits, including without limitation death or medical benefits (whether or not insured), with respect to current or former employees of Ibis after retirement or other termination of service (other than (A) coverage mandated by any Applicable Law, (B) death benefits or retirement benefits

 

29



 

under any employee pension benefit plan or (C) benefits, the full direct cost of which are borne by the current or former employee (or beneficiary thereof)).

 

(xi)           To Isis’ or Ibis’ Knowledge, other than as provided under the terms of the Plans, neither Ibis nor Isis has made any representation or commitment to, or entered into any formal or informal understanding with, any Ibis employee with respect to compensation, benefits, or terms of employment to be provided by AMI or Ibis or any of their respective Affiliates at or subsequent to the Closing.

 

(xii)          Except for the Bonus Arrangement, Ibis neither sponsors nor maintains nor has any liability for (A) any of the Plans or (B) any other employee benefit plans or arrangements.

 

(xiii)         All contributions, premiums or payments under or with respect to each Plan which are or were due have been paid.

 

(p)   Employees.



 



(i)            Neither
Ibis nor, with respect to the Business, Isis, is party to any collective
bargaining agreement. There is no labor union organizing activity pending or,
to Isis’ or Ibis’ Knowledge, threatened with respect to Ibis. Each of Ibis and,
with respect to the Business, Isis has complied with all applicable Laws
relating to the employment of labor and, within the last five (5) years,
neither Ibis nor Isis, with respect to the Business, has experienced any
strike, work stoppage, lockout, grievance, unfair labor practice claim or other
labor relation problem, including, without limitation, any written dispute with
or Claim by former employees regarding termination and/or severance pay. To the
Knowledge of Isis or Ibis, no executive, key employee or group of employees of
Ibis has any plans to terminate employment with Ibis. In the past three (3) years,
Ibis and Isis have complied in all respects with the notification provisions
(or paid severance in lieu thereof) of the WARN Act and applicable similar
state or local laws. No executive, key employee or group of employees of Ibis
or the Business has been terminated or resigned their employment since the
Investment Date.



 



(ii)           Schedule
5.1(p)(ii)
 contains a true and complete list of each employment (other
than at-will offer letters with no severance, compensation term guarantee or
material benefit), bonus, fringe benefit, deferred compensation, incentive
compensation, stock purchase, stock option, stock appreciation right or other
stock-based incentive, severance, change-in-control, or other termination pay,
hospitalization or other medical, disability, life or other insurance,
supplemental unemployment benefits, profit-sharing, pension, or retirement
plan, program or Contract and each other employee benefit plan, program or
Contract sponsored, maintained or contributed to or required to be contributed
to by Ibis, or by any trade or business, whether or not incorporated (an “ERISA
Affiliate
”), that together with Ibis or Isis would be deemed a “single
employer” under Section 414(b), (c), (m) or (o) of the Code, for
the benefit of any current or former employee or director of Ibis (the “Plans”).
Schedule 5.1(p)(ii) identifies each Plan that is an “employee
welfare benefit plan” or “employee pension benefit plan” as such terms are
defined in Sections 3(1) and 3(2) of ERISA (such plans being
hereinafter referred to collectively as the “ERISA Plans”).



 



(iii)          Except as specified in Section 8.11(d),
neither Ibis nor Isis has any formal plan or binding commitment to create any
additional Plan or modify or change any existing Plan that would affect any
current or former employee or director of Ibis, except as required by Applicable
Law or to conform such Plan to the requirements of any Applicable Law. Except
for the Master Agreement and this Agreement, there are no Contracts or
omissions that would prevent or impair any Plan (including any Plan covering
retirees or other former employees) from being amended or terminated by Ibis or
Isis prior to or at the Closing, or, with respect to the Plans listed on Schedule
5.1(p)(xii)



 



28
















 



if any, by Ibis or AMI
(or any successor thereto) on or at any time after the Closing.



 



(iv)          Neither
Isis nor Ibis has incurred and has no reason to expect that either will incur
any liability to the Pension Benefit Guaranty Corporation (other than premium
payments) or otherwise under Title IV of ERISA (including any withdrawal
liability) or under the Code or any Applicable Law with respect to any employee
pension benefit plan that Isis or Ibis, or any other entity that together with
Isis or Ibis is treated as a single employer under Section 414 of the
Code, maintains or ever has maintained or to which it contributes, ever has
contributed, or ever has been required to contribute.



 



(v)           Neither
Ibis nor Isis, nor any of the ERISA Plans, nor any trust created thereunder,
nor to Isis’ or Ibis’ Knowledge, any trustee or administrator thereof has
engaged in a transaction or has taken or failed to take any action in
connection with which Ibis could be subject to any material liability for
either a civil penalty assessed pursuant to Sections 409 or 502(i) of ERISA or a tax imposed
pursuant to Sections 4975, 4976 or 4980B of the Code.



 



(vi)          Each
Plan is in all material respects in compliance, and has been administered in
all material respects in accordance, with the applicable provisions of ERISA,
the Code and all other Applicable Laws, including, but not limited to, medical
continuation under Section 4980B of
the Code. Neither Isis nor Ibis has (A) engaged in any transaction
prohibited by ERISA or the Code; (B) breached any fiduciary duty owed by
it with respect to the Plans; or (C) failed to file and distribute timely
and properly all reports and information required to be filed or distributed in
accordance with ERISA or the Code.



 



(vii)         Other than routine claims for benefits, there
are no Claims, Internal Revenue Service or Department of Labor compliance
programs or other proceedings pending or, to Isis’ or Ibis’ Knowledge,
threatened against or otherwise involving any Plan.



 



(viii)        Each Plan which is intended to be qualified
under Section 401(a) of the Code (A) has been amended to reflect
all requirements under the Code which are required to be adopted prior to the
end of the applicable remedial amendment period and (B) has received from
the Internal Revenue Service a favorable determination letter which considers
the terms of the Plan as amended for such changes in Law.



 



(ix)           None
of the Plans obligates Isis or Ibis either (A) to pay any separation,
severance, termination or similar benefit to Ibis Employees or (B) to make
an excess parachute payment within the meaning of Code Section 280G.



 



(x)            No
Plan provides benefits, including without limitation death or medical benefits
(whether or not insured), with respect to current or former employees of Ibis
after retirement or other termination of service (other than (A) coverage
mandated by any Applicable Law, (B) death benefits or retirement benefits



 



29
















 



under any employee pension benefit plan or (C) benefits, the full
direct cost of which are borne by the current or former employee (or
beneficiary thereof)).



 



(xi)           To
Isis’ or Ibis’ Knowledge, other than as provided under the terms of the Plans,
neither Ibis nor Isis has made any representation or commitment to, or entered
into any formal or informal understanding with, any Ibis employee with respect
to compensation, benefits, or terms of employment to be provided by AMI or Ibis or any of their respective
Affiliates at or subsequent to the Closing.



 



(xii)          Except for the Bonus Arrangement, Ibis
neither sponsors nor maintains nor has any liability for (A) any of the
Plans or (B) any other employee benefit plans or arrangements.



 



(xiii)         All contributions, premiums or payments under
or with respect to each Plan which are or were due have been paid.



 



(p)   Employees.



 



(i)            Neither
Ibis nor, with respect to the Business, Isis, is party to any collective
bargaining agreement. There is no labor union organizing activity pending or,
to Isis’ or Ibis’ Knowledge, threatened with respect to Ibis. Each of Ibis and,
with respect to the Business, Isis has complied with all applicable Laws
relating to the employment of labor and, within the last five (5) years,
neither Ibis nor Isis, with respect to the Business, has experienced any
strike, work stoppage, lockout, grievance, unfair labor practice claim or other
labor relation problem, including, without limitation, any written dispute with
or Claim by former employees regarding termination and/or severance pay. To the
Knowledge of Isis or Ibis, no executive, key employee or group of employees of
Ibis has any plans to terminate employment with Ibis. In the past three (3) years,
Ibis and Isis have complied in all respects with the notification provisions
(or paid severance in lieu thereof) of the WARN Act and applicable similar
state or local laws. No executive, key employee or group of employees of Ibis
or the Business has been terminated or resigned their employment since the
Investment Date.



 



(ii)           Schedule
5.1(p)(ii)
 contains a true and complete list of each employment (other
than at-will offer letters with no severance, compensation term guarantee or
material benefit), bonus, fringe benefit, deferred compensation, incentive
compensation, stock purchase, stock option, stock appreciation right or other
stock-based incentive, severance, change-in-control, or other termination pay,
hospitalization or other medical, disability, life or other insurance,
supplemental unemployment benefits, profit-sharing, pension, or retirement
plan, program or Contract and each other employee benefit plan, program or
Contract sponsored, maintained or contributed to or required to be contributed
to by Ibis, or by any trade or business, whether or not incorporated (an “ERISA
Affiliate
”), that together with Ibis or Isis would be deemed a “single
employer” under Section 414(b), (c), (m) or (o) of the Code, for
the benefit of any current or former employee or director of Ibis (the “Plans”).
Schedule 5.1(p)(ii) identifies each Plan that is an “employee
welfare benefit plan” or “employee pension benefit plan” as such terms are
defined in Sections 3(1) and 3(2) of ERISA (such plans being
hereinafter referred to collectively as the “ERISA Plans”).



 



(iii)          Except as specified in Section 8.11(d),
neither Ibis nor Isis has any formal plan or binding commitment to create any
additional Plan or modify or change any existing Plan that would affect any
current or former employee or director of Ibis, except as required by Applicable
Law or to conform such Plan to the requirements of any Applicable Law. Except
for the Master Agreement and this Agreement, there are no Contracts or
omissions that would prevent or impair any Plan (including any Plan covering
retirees or other former employees) from being amended or terminated by Ibis or
Isis prior to or at the Closing, or, with respect to the Plans listed on Schedule
5.1(p)(xii)



 



28
















 



if any, by Ibis or AMI
(or any successor thereto) on or at any time after the Closing.



 



(iv)          Neither
Isis nor Ibis has incurred and has no reason to expect that either will incur
any liability to the Pension Benefit Guaranty Corporation (other than premium
payments) or otherwise under Title IV of ERISA (including any withdrawal
liability) or under the Code or any Applicable Law with respect to any employee
pension benefit plan that Isis or Ibis, or any other entity that together with
Isis or Ibis is treated as a single employer under Section 414 of the
Code, maintains or ever has maintained or to which it contributes, ever has
contributed, or ever has been required to contribute.



 



(v)           Neither
Ibis nor Isis, nor any of the ERISA Plans, nor any trust created thereunder,
nor to Isis’ or Ibis’ Knowledge, any trustee or administrator thereof has
engaged in a transaction or has taken or failed to take any action in
connection with which Ibis could be subject to any material liability for
either a civil penalty assessed pursuant to Sections 409 or 502(i) of ERISA or a tax imposed
pursuant to Sections 4975, 4976 or 4980B of the Code.



 



(vi)          Each
Plan is in all material respects in compliance, and has been administered in
all material respects in accordance, with the applicable provisions of ERISA,
the Code and all other Applicable Laws, including, but not limited to, medical
continuation under Section 4980B of
the Code. Neither Isis nor Ibis has (A) engaged in any transaction
prohibited by ERISA or the Code; (B) breached any fiduciary duty owed by
it with respect to the Plans; or (C) failed to file and distribute timely
and properly all reports and information required to be filed or distributed in
accordance with ERISA or the Code.



 



(vii)         Other than routine claims for benefits, there
are no Claims, Internal Revenue Service or Department of Labor compliance
programs or other proceedings pending or, to Isis’ or Ibis’ Knowledge,
threatened against or otherwise involving any Plan.



 



(viii)        Each Plan which is intended to be qualified
under Section 401(a) of the Code (A) has been amended to reflect
all requirements under the Code which are required to be adopted prior to the
end of the applicable remedial amendment period and (B) has received from
the Internal Revenue Service a favorable determination letter which considers
the terms of the Plan as amended for such changes in Law.



 



(ix)           None
of the Plans obligates Isis or Ibis either (A) to pay any separation,
severance, termination or similar benefit to Ibis Employees or (B) to make
an excess parachute payment within the meaning of Code Section 280G.



 



(x)            No
Plan provides benefits, including without limitation death or medical benefits
(whether or not insured), with respect to current or former employees of Ibis
after retirement or other termination of service (other than (A) coverage
mandated by any Applicable Law, (B) death benefits or retirement benefits



 



29
















 



under any employee pension benefit plan or (C) benefits, the full
direct cost of which are borne by the current or former employee (or
beneficiary thereof)).



 



(xi)           To
Isis’ or Ibis’ Knowledge, other than as provided under the terms of the Plans,
neither Ibis nor Isis has made any representation or commitment to, or entered
into any formal or informal understanding with, any Ibis employee with respect
to compensation, benefits, or terms of employment to be provided by AMI or Ibis or any of their respective
Affiliates at or subsequent to the Closing.



 



(xii)          Except for the Bonus Arrangement, Ibis
neither sponsors nor maintains nor has any liability for (A) any of the
Plans or (B) any other employee benefit plans or arrangements.



 



(xiii)         All contributions, premiums or payments under
or with respect to each Plan which are or were due have been paid.



 



(p)   Employees.



 



(i)            Neither
Ibis nor, with respect to the Business, Isis, is party to any collective
bargaining agreement. There is no labor union organizing activity pending or,
to Isis’ or Ibis’ Knowledge, threatened with respect to Ibis. Each of Ibis and,
with respect to the Business, Isis has complied with all applicable Laws
relating to the employment of labor and, within the last five (5) years,
neither Ibis nor Isis, with respect to the Business, has experienced any
strike, work stoppage, lockout, grievance, unfair labor practice claim or other
labor relation problem, including, without limitation, any written dispute with
or Claim by former employees regarding termination and/or severance pay. To the
Knowledge of Isis or Ibis, no executive, key employee or group of employees of
Ibis has any plans to terminate employment with Ibis. In the past three (3) years,
Ibis and Isis have complied in all respects with the notification provisions
(or paid severance in lieu thereof) of the WARN Act and applicable similar
state or local laws. No executive, key employee or group of employees of Ibis
or the Business has been terminated or resigned their employment since the
Investment Date.



 



(ii)           Schedule
5.1(p)(ii)
 contains a true and complete list of each employment (other
than at-will offer letters with no severance, compensation term guarantee or
material benefit), bonus, fringe benefit, deferred compensation, incentive
compensation, stock purchase, stock option, stock appreciation right or other
stock-based incentive, severance, change-in-control, or other termination pay,
hospitalization or other medical, disability, life or other insurance,
supplemental unemployment benefits, profit-sharing, pension, or retirement
plan, program or Contract and each other employee benefit plan, program or
Contract sponsored, maintained or contributed to or required to be contributed
to by Ibis, or by any trade or business, whether or not incorporated (an “ERISA
Affiliate
”), that together with Ibis or Isis would be deemed a “single
employer” under Section 414(b), (c), (m) or (o) of the Code, for
the benefit of any current or former employee or director of Ibis (the “Plans”).
Schedule 5.1(p)(ii) identifies each Plan that is an “employee
welfare benefit plan” or “employee pension benefit plan” as such terms are
defined in Sections 3(1) and 3(2) of ERISA (such plans being
hereinafter referred to collectively as the “ERISA Plans”).



 



(iii)          Except as specified in Section 8.11(d),
neither Ibis nor Isis has any formal plan or binding commitment to create any
additional Plan or modify or change any existing Plan that would affect any
current or former employee or director of Ibis, except as required by Applicable
Law or to conform such Plan to the requirements of any Applicable Law. Except
for the Master Agreement and this Agreement, there are no Contracts or
omissions that would prevent or impair any Plan (including any Plan covering
retirees or other former employees) from being amended or terminated by Ibis or
Isis prior to or at the Closing, or, with respect to the Plans listed on Schedule
5.1(p)(xii)



 



28
















 



if any, by Ibis or AMI
(or any successor thereto) on or at any time after the Closing.



 



(iv)          Neither
Isis nor Ibis has incurred and has no reason to expect that either will incur
any liability to the Pension Benefit Guaranty Corporation (other than premium
payments) or otherwise under Title IV of ERISA (including any withdrawal
liability) or under the Code or any Applicable Law with respect to any employee
pension benefit plan that Isis or Ibis, or any other entity that together with
Isis or Ibis is treated as a single employer under Section 414 of the
Code, maintains or ever has maintained or to which it contributes, ever has
contributed, or ever has been required to contribute.



 



(v)           Neither
Ibis nor Isis, nor any of the ERISA Plans, nor any trust created thereunder,
nor to Isis’ or Ibis’ Knowledge, any trustee or administrator thereof has
engaged in a transaction or has taken or failed to take any action in
connection with which Ibis could be subject to any material liability for
either a civil penalty assessed pursuant to Sections 409 or 502(i) of ERISA or a tax imposed
pursuant to Sections 4975, 4976 or 4980B of the Code.



 



(vi)          Each
Plan is in all material respects in compliance, and has been administered in
all material respects in accordance, with the applicable provisions of ERISA,
the Code and all other Applicable Laws, including, but not limited to, medical
continuation under Section 4980B of
the Code. Neither Isis nor Ibis has (A) engaged in any transaction
prohibited by ERISA or the Code; (B) breached any fiduciary duty owed by
it with respect to the Plans; or (C) failed to file and distribute timely
and properly all reports and information required to be filed or distributed in
accordance with ERISA or the Code.



 



(vii)         Other than routine claims for benefits, there
are no Claims, Internal Revenue Service or Department of Labor compliance
programs or other proceedings pending or, to Isis’ or Ibis’ Knowledge,
threatened against or otherwise involving any Plan.



 



(viii)        Each Plan which is intended to be qualified
under Section 401(a) of the Code (A) has been amended to reflect
all requirements under the Code which are required to be adopted prior to the
end of the applicable remedial amendment period and (B) has received from
the Internal Revenue Service a favorable determination letter which considers
the terms of the Plan as amended for such changes in Law.



 



(ix)           None
of the Plans obligates Isis or Ibis either (A) to pay any separation,
severance, termination or similar benefit to Ibis Employees or (B) to make
an excess parachute payment within the meaning of Code Section 280G.



 



(x)            No
Plan provides benefits, including without limitation death or medical benefits
(whether or not insured), with respect to current or former employees of Ibis
after retirement or other termination of service (other than (A) coverage
mandated by any Applicable Law, (B) death benefits or retirement benefits



 



29
















 



under any employee pension benefit plan or (C) benefits, the full
direct cost of which are borne by the current or former employee (or
beneficiary thereof)).



 



(xi)           To
Isis’ or Ibis’ Knowledge, other than as provided under the terms of the Plans,
neither Ibis nor Isis has made any representation or commitment to, or entered
into any formal or informal understanding with, any Ibis employee with respect
to compensation, benefits, or terms of employment to be provided by AMI or Ibis or any of their respective
Affiliates at or subsequent to the Closing.



 



(xii)          Except for the Bonus Arrangement, Ibis
neither sponsors nor maintains nor has any liability for (A) any of the
Plans or (B) any other employee benefit plans or arrangements.



 



(xiii)         All contributions, premiums or payments under
or with respect to each Plan which are or were due have been paid.



 



These excerpts taken from the ISIS 10-K filed Mar 13, 2008.

Employees

        As of March 1, 2008, we employed approximately 300 people. Included in our total number of employees is 62 people within our Ibis subsidiary. A significant number of our management and professional employees have had prior experience with pharmaceutical, biotechnology or medical product companies. Collective bargaining agreements do not cover any of our employees, and management considers relations with our employees to be good.

35


Employees



        As of March 1, 2008, we employed approximately 300 people. Included in our total number of employees is 62 people within our Ibis subsidiary. A significant
number of our management and professional employees have had prior experience with pharmaceutical, biotechnology or medical product companies. Collective bargaining agreements do not cover any of our
employees, and management considers relations with our employees to be good.



35









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This excerpt taken from the ISIS 10-K filed Mar 16, 2007.

Employees

As of March 5, 2007, we employed approximately 274 people, nearly half of whom hold advanced degrees, including 49 people within our Ibis subsidiary. A significant number of our management and professional employees have had prior experience with pharmaceutical, biotechnology or medical product companies. Collective bargaining agreements do not cover any of our employees, and management considers relations with our employees to be good.

32




This excerpt taken from the ISIS 10-K filed Mar 16, 2006.
Employees

As of March 3, 2006, we employed approximately 258 individuals, nearly half of whom hold advanced degrees. A significant number of our management and professional employees have had prior experience with pharmaceutical, biotechnology or medical product companies. Collective bargaining agreements do not cover any of our employees, and management considers relations with our employees to be good.

This excerpt taken from the ISIS 10-K filed Mar 16, 2005.

Employees

        As of March 3, 2005 we employed approximately 303 individuals, of whom 141 held advanced degrees. These numbers exclude employees impacted by our January 2005 reduction in force, some of who were still employed by us as transition employees or under our salary continuation program. A significant number of our management and professional employees have had prior experience with pharmaceutical, biotechnology or medical product companies. Collective bargaining agreements do not cover any of our employees, and management considers relations with its employees to be good.

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Executive Officers of Isis

        The following sets forth certain information regarding our executive officers as of March 3, 2005:

Name
  Age
  Position
Stanley T. Crooke, M.D., Ph.D.   59   Chairman of the Board, President and Chief Executive Officer
B. Lynne Parshall, J.D.   49   Director, Executive Vice President, Chief Financial Officer and Secretary
C. Frank Bennett, Ph.D.   48   Vice President, Antisense Research
Richard K. Brown, Ph.D.   52   Vice President, Business Development
David J. Ecker, Ph.D.   50   Vice President and Scientific Head of Ibis Division
Arthur A. Levin, Ph.D.   51   Vice President, Development
Patricia Lowenstam   58   Vice President, Human Resources and Operations
John McNeil   40   Vice President, Ibis Product Development
Michael J. Treble   58   Vice President and Head of Ibis Division

STANLEY T. CROOKE, M.D., Ph.D.
Chairman of the Board, President and Chief Executive Officer

        Dr. Crooke was a founder of Isis and has been its Chief Executive Officer and a director since January 1989. He served as our President from January 1989 to May 1994, and was elected Chairman of the Board in February 1991. SmithKline Beckman Corporation, a pharmaceutical company, employed Dr. Crooke from 1980 until January of 1989, where his titles included President of Research and Development of SmithKline and French Laboratories. He serves as a director of Antisense Therapeutics Ltd., a biopharmaceutical company, Axon Instruments, Inc., a developer and manufacturer of novel high-technology devices and software for drug discovery, and EPIX Medical, Inc., a developer of magnetic resonance imaging contrast agents, Northern Arizona University Arts and Sciences Advisory Council, Flagstaff, Arizona, and BIOCOM, San Diego, California. Dr. Crooke is also an adjunct professor of pharmacology at San Diego State University.

B. LYNNE PARSHALL, J.D.
Director, Executive Vice President, Chief Financial Officer, and Secretary

        Ms. Parshall has served as a director of Isis since September 2000. She has served as our Executive Vice President since December 1995, our Chief Financial Officer since June 1994, and our Secretary since November 1991. From February 1993 to December 1995, she was a Senior Vice President of Isis, and from November 1991 to February 1993, she was a Vice President of Isis. Prior to joining Isis, Ms. Parshall practiced law at Cooley Godward LLP, counsel to Isis, where she was a partner from 1986 to 1991. Ms. Parshall is on the Board of Trustees of the Bishops' School. Ms. Parshall is also a member of American, California and San Diego bar associations.

C. FRANK BENNETT, Ph.D.
Vice President, Antisense Research

        Dr. Bennett has served as our Vice President, Antisense Research since June 1995. From March 1993 to June 1995, he was Director, Molecular Pharmacology, and from May 1992 to March 1993, he was an Associate Director in our Molecular and Cellular Biology department. Prior to

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joining Isis in 1989, Dr. Bennett was employed by SmithKline and French Laboratories in various research positions.

RICHARD K. BROWN, Ph.D.
Vice President, Business Development

        Dr. Brown joined Isis in June 2001 as President of the GeneTrove program and has been our Vice President, Business Development since January 2003. Prior to joining Isis, Dr. Brown was President of Irori, a company that develops, manufactures and markets combinatorial chemistry and medicinal chemistry products to the pharmaceutical industry. He joined Irori in 1996 and served as President from 1998 to June 2001.

DAVID J. ECKER, Ph.D.
Vice President and Scientific Head, Ibis Division

        Dr. Ecker was a founder of Isis and has served as a Vice President since June 1995. In 2001 he assumed the role of Scientific Head of our Ibis Division. He served as our Vice President, Biology from July 1993 to June 1995, as our Executive Director, Molecular and Cellular Biology from February 1993 to July 1993, and as our Director, Molecular and Cellular Biology from February 1989 to February 1993. From 1984 until February 1989, he was employed by SmithKline and French Laboratories in a variety of research positions.

ARTHUR A. LEVIN, Ph.D.
Vice President, Development

        Dr. Levin has served as our Vice President, Development since 1995. Prior to joining Isis, Dr. Levin worked at Hoffmann-La Roche Inc. where he was Research Leader in their Investigative Toxicology Department managing the Nuclear Receptor Research Group. During his tenure at Hoffman-LaRoche, Dr. Levin also established and supervised laboratories dedicated to the research of mechanisms of toxicity, biochemical toxicology and toxicokinetics.

PATRICIA LOWENSTAM
Vice President, Human Resources and Operations

        Ms. Lowenstam has served as our Vice President, Human Resources and Operations since January 1995. She joined Isis in August 1992 as our Director, Human Resources and served in that capacity until January 1995. Prior to joining Isis, she held senior management positions in Human Resources with Quotron Systems, Inc., Citicorp, Zale Corporation, and the May Company.

JOHN MCNEIL
Vice President, Ibis Product Development

        Mr. McNeil has served as our Vice President, Ibis Product Development since January 2005. Prior to that, he was our Vice President, Informatics since October 1999. Mr. McNeil joined Isis in October 1997 as our Director, Informatics. Prior to joining Isis, Mr. McNeil was President of John McNeil & Co., Inc., and held various positions at SAIC in San Diego from 1989 to 1997, including Manager of the Laboratory Sensors and Automation division.

MICHAEL J. TREBLE
Vice President and Head, Ibis Division

        Mr. Treble joined Isis in December 2004 as Head of our Ibis Division and a Vice President of the Company. Prior to joining Isis, Mr. Treble was President and Chief Executive Officer from 2000 to 2003 of Nimblegen System, Inc., which develops DNA microarray and chemistry technologies. From 1995 to

27



2000, Mr. Treble was the Executive Vice President, Chief Operating Officer and Director of Third Wave Technologies, Inc. which provides research and molecular diagnostic products to the healthcare industry. Mr. Treble was also the Chairman, Chief Executive Officer and founder of Genetic Models, Inc. from 1991 until it was sold to Charles River Laboratories in July 2001.

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