Members.The Board of Directors of Emisphere Technologies, Inc. shall appoint an Audit Committee of at least three members, consisting entirely of independent directors, and shall designate one member as chairperson. For purposes hereof, an "independent" director is a director who meets the National Association of Securities Dealers, Inc. definition of "independence" as determined by the Board. Each member will be free of any relationship that, in the opinion of the Board, would interfere with his or her individual exercise of independent judgment. The Board shall determine whether at least one member of the Committee qualifies as an "Audit Committee Financial Expert" in accordance with rules implementing Section 407 of the Sarbanes-Oxley Act. Any Committee member who has been determined to be an "Audit Committee Financial Expert" shall not, as a result of such determination, have any responsibilities, duties, obligations or liabilities supplemental to those such member already has undertaken as a member of the Committee. Likewise, the determination of an Audit Committee Financial Expert on the Committee does not otherwise affect the responsibilities, duties, obligations or liabilities of any other member of the Committee. Furthermore, the determination of a member as an Audit Committee Financial Expert shall not make such person an expert for any purpose, including without limitation under Section 11 of the Securities Act or under applicable fiduciary laws. The determination by the Board that any person is an Audit Committee Financial Expert is solely disclosure-based and made for purposes of complying with Section 407 of the Sarbanes-Oxley Act.
Amended and restated by the Board of Directors in March 2006
Michael Weiser M.D., Ph.D. Timothy McInerney Tim Rothwell
- Financial Expert
- Independent Director