Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the ExchangeAct requires our Directors, executive officers, and persons who own more
than ten percent of a registered class of our equity securities, to file with the SEC initial reports of ownership
and reports of changes in ownership of our common stock and other equity securities. Officers, Directors and
greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all
Section 16(a) forms they file.
To our knowledge, based solely on a review of the copies of such reports furnished to us and written
representations that no other reports were required, during the fiscal year ended December 31, 2014, all
Section 16(a) filing requirements applicable to our officers, Directors and greater than ten percent beneficial
owners were complied with.
Code of Ethics and Business Conduct
We have adopted a Code of Ethics that applies to all officers, Directors and employees. We have posted our
Code of Ethics on our website. If we make any substantive amendments to the Code of Ethics or grant any
waiver from a provision of the Code of Ethics to any executive officer or Director, we will promptly disclose the
nature of the amendment or waiver on our website at
.
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Identification of Audit Committee and Financial Expert
We have a separately designatedAudit Committee. The members of theAudit Committee are
Mr. Castleman, Mr. Klein, andMr. Wender. Our Audit Committee charter requires that each member must be
independent and the Board has determined that each of the members of theAudit Committee are independent
within the meaning of the applicable The Nasdaq Global Select Market listing standards and SEC rules and
regulations.
In addition, all Audit Committee members must be financially literate and at least one member must be a
‘‘financial expert,’’ as defined by SEC regulations. Our Board has determined that theAudit Committee’s
financial expert is Mr. Wender based on, among other things, his over 40 years of experience as an investment
banker with Goldman, Sachs &Co.
Item11. Executive Compensation
Compensation Discussion andAnalysis
Overview
Since inception, the Isis mission has been to create a new, more
efficient technology for drug discovery and development, antisense
technology, and exploit that technology to create a pipeline of first-in-class
medicines to treat a wide range of diseases. Today, thanks to the innovation
and perseverance of Isis, we believe antisense technology is taking its place
as the third platform for drug discovery alongside small molecules and
protein therapeutics.
Isis is focused on innovation. Isis has implemented a unique business
strategy that is intended to support long-term innovation based on the
efficiency of antisense technology. Isis has created a unique
innovation-focused, science–driven, culture that couples with the technology
and business model to ensure long-term productivity and a commitment to
the patients we serve.
Antisense technology exists today primarily because of the innovation at Isis. We have more than 1,300
issued patents that provide substantial control of key elements of the technology for many years to come. This
intellectual property has been critical in the completion of partnerships that have resulted in over $1.4 billion in
cash since 2007 and the development of a consortium of companies who advance the technology alongside us,
and thereby increase our reach. We should continue to realize the value of our partnerships, and our consortium
of companies, for many years to come in the form of license fees, milestone payments and royalties. Isis has
1Any information that is included on or linked to our website is not part of this Form 10-K.
Through the efficiency of
our technology platform
and business strategy we
have built a pipeline of
38 drugs in development
with under 400 employees,
representing a ratio of
1 drug: 12 employees.
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