For transactions that do not qualify as related party transactions, but may otherwise present a conflict of
interest, our Code of Ethics and Business Conduct requires the Board (for our executive officers and Directors)
or the Chief Executive Officer or Chief Operating Officer (for non-executive officers) to determine that no
conflict of interest exists.
Our written policies and procedures specifically prohibit personal loans to our executive officers and any
officer with a title of Vice President or higher.
Independence of the Board
As required under The Nasdaq Global Select Market listing standards, a majority of the members of a listed
company’s board of directors must qualify as ‘‘independent,’’ as affirmatively determined by our Nominating,
Governance and ReviewCommittee of the Board. Our Nominating, Governance and ReviewCommittee consults
with our legal counsel to ensure that the Board’s determinations are consistent with all relevant securities and
other laws and regulations regarding the definition of ‘‘independent,’’ including those set forth in the applicable
the Nasdaq Global Select Market listing standards and applicable SEC rules and regulations, as in effect from
time to time.
Consistent with these considerations, after review of all relevant transactions or relationships between each
Director, or any of his or her family members, and Isis, its senior management and its independent auditors, the
Board affirmatively has determined that all of our Directors are independent Directors within the meaning of the
applicable the Nasdaq Select Market listing standards and SEC rules and regulations, except for Dr. Crooke and
Ms. Parshall, our Chief Executive Officer and Chief Operating Officer, respectively. In making this
determination, the Board found that none of these Directors or nominees for Director has a material or other
disqualifying relationship with us. With respect toMr. Muto who is a partner of Cooley LLP, our outside legal
counsel, he is independent for purposes other than serving on theAudit Committee or Compensation Committee,
of which he is not a member.
Item14. Principal Accounting Fees and Services
Independent Auditors’ Fees
TheAudit Committee has adopted a policy and procedure for the pre-approval of audit and permissible
non-audit services rendered by our independent registered public accounting firm, Ernst &Young LLP. The
policy generally pre-approves specific services in the defined categories of audit services, audit-related services,
and tax services up to pre-determined amounts. TheAudit Committee may pre-approve services as part of its
approval of the scope of the engagement of the independent auditor or on an individual explicit case-by-case
basis before theAudit Committee engages the independent registered public accounting firm to provide each
service. As an additional measure to ensure auditor independence, we do not use Ernst &Young LLP as our
primary tax advisor. TheAudit Committee pre-approved the fees described below.
Audit Fees
For the fiscal years ended December 31, 2014 and 2013, Ernst &Young LLP billed us $0.6 million for each
year, primarily related to the integrated audit of our financial statements and reviews of our interim financial
statements. In addition, Ernst &Young LLP billed us $0.1 million in 2014 related to our convertible debt
offering in November 2014. Furthermore, Ernst &Young LLP billed us $0.1 million in 2013 in connection with
our public offering of common stock inMay 2013.
Audit Related Fees
For the years ended December 31, 2014 and 2013, there were no audit related fees billed by Ernst &Young.
Tax Fees
For the years ended December 31, 2014 and 2013, there were no tax fees billed by Ernst &Young LLP for
tax related matters that were not part of the integrated audit fees.
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