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Based on his performance against the performance criteria outlined above including his contributions to Repligen's results during the fiscal year ended March 31, 2005 and the importance of his leadership to Repligen's future success ; and believes that his compensation is competitive, fair, and consistent with Repligen's results for the fiscal year ended March 31, 2005. Respectfully submitted by the Compensation Committee, G. William Miller Paul Schimmel, Ph.D. The report of the Compensation Committee shall not be deemed to be "soliciting material, " shall not be deemed filed with the SEC, shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act or under the Exchange Act, except to the extent that Repligen specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts. Executive Employment Agreements On March 14, 1996, Repligen entered into a letter of agreement with Drs. Herlihy, Rusche, and Witt in connection with Repligen's acquisition and merger with Glycan Pharmaceuticals, Inc. the "Herlihy Agreement, " the "Rusche Agreement, " and the "Witt Agreement, '' respectively ; . Under the terms of the Herlihy Agreement, Dr. Herlihy is entitled to a minimum salary of 0, 000 per annum, subject to periodic increases at the discretion of the Board of Directors. Additionally, Dr. Herlihy is eligible for participation in all of Repligen's welfare, profit sharing, retirement and savings plans on the same basis as other employees of Repligen. Dr. Herlihy received a stock option to purchase 100, 000 shares of the Common Stock at .25 per share, vesting at 20% per annum over five years pursuant to the Herlihy Agreement. Dr. Herlihy's employment may be terminated, with or without cause, by either party upon 30 days prior written notice. In such event, Dr. Herlihy would be entitled to continue receiving his salary for a period of eight months or until he finds other employment, whichever occurs first. In addition, 50% of any unvested options owned by Mr. Herlihy vest immediately upon notice of termination of employment or a change in control of Repligen. Under the terms of the Rusche Agreement, Dr. Rusche is entitled to a minimum salary of 5, 000 per annum, subject to periodic increases at the discretion of the Board of Directors. Additionally, Dr. Rusche is eligible for participation in all of Repligen's welfare, profit sharing, retirement and savings plans on the same basis as other employees of Repligen. Dr. Rusche received a stock option to purchase 60, 000 shares of the Common Stock at .25 per share, vesting at 20% per annum over five years pursuant to the Rusche Agreement. Dr. Rusche's employment may be terminated, with or without cause, by either party upon 30 days prior written notice. In such event, Dr. Rusche would be entitled to continue receiving his salary for a period of six months or until he finds other employment, whichever occurs first. In addition, 50% of any unvested options owned by Mr. Rusche vest immediately upon notice of termination of employment or a change in control of Repligen. Under the terms of the Witt Agreement, Dr. Witt is entitled to a minimum salary of 5, 000 per annum, subject to periodic increases at the discretion of the Board of Directors. Additionally, Dr. Witt is eligible for participation in all of Repligen's welfare, profit sharing, retirement and savings plans on the same basis as other employees of Repligen. Dr. Witt received a stock option to purchase 60, 000 shares of the Common Stock at .25 per share, vesting at 20% per annum over five years pursuant to the Witt Agreement. Dr. Witt's employment may be terminated, with or without cause, by either party upon 30 days prior written notice. In such event, Dr. Witt would be entitled to continue receiving his salary for a period of six months or until he finds other employment, whichever occurs first. In addition, 50% of any unvested options owned by Mr. Witt vest immediately upon notice of termination of employment or a change in control of Repligen. Compensation Committee Interlocks and Insider Participation The Compensation Committee currently consists of Dr. Schimmel and Mr. Miller. No member of the Compensation Committee is a current or former employee of Repligen. There are no Compensation Committee interlocks between Repligen and any other entities involving any of the executive officers or directors of such entities. No interlocking relationship exists between any member of our Board of Directors or our Compensation Committee and any member of the Board of Directors or compensation committee of any other company and no such interlocking relationship has existed in the past and ibuprofen. Table 1. Symptoms of cholinergic rebound after abrupt discontinuation of oral antipsychotics with anticholinergic activity.
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Justice Harrington first proceeded to review the nature and contents of a new drug submission for the issuance of a Notice of Compliance. In particular, he analysed the contents of the Comprehensive Summary, which often contains trade secrets, financial, commercial, scientific and technical information concerning the drug. The Court recognized that this document was generally considered confidential. The Court then proceed to review the relevant provisions of the Access to Information Act. The guiding principle of this law is that when a person requests information, it is normally entitled to this information unless same is specifically exempted from disclosure by law. For example, Section 20 Access to Information Act lists the type of information that is normally exempt from disclosure. In this regard, the Court noted that Merck's file with Health Canada, taken as a whole, was confidential as it contained the type of information that Merck itself would not habitually release to the public, or to its competitors. Health Canada's position was that it had acted in good faith and that it had disclosed information without breaching its confidentiality duty towards Merck. Health Canada had initially determined that only 32 pages of the 534 page record were in fact confidential. However, the Court noted at the time of review, Health Canada now admitted that at least 425 pages of the record should have been considered confidential! Although Merck agreed that there must be some form of disclosure of governmental records, it took issue with Health Canada's position that all that is publicly known should be disclosed, even if it forms part of a confidential record. Merck argued that the more information is disclosed to competitors, the more it looses its competitive advantage on the market and is unable to recoup its investment in the development of the new drug. After reviewing the documents disclosed by Health Canada, Justice Harrington concluded that all the information requested by the third party, including the Comprehensive Summary, that would not otherwise exist had it not been for Merck's disclosure to Health Canada, was in fact confidential. The Court ruled that Health Canada should have first consulted with Merck before disclosing any part of the record. Health Canada was therefore under the obligation to give Merck prior notice that it intended to release all, or part, of the documents contained in the record. Relying on prior case law, the Court also concluded that if excerpts from the record are meaningless out of context, then there should be no disclosure of said excerpts and isosorbide.
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