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•	You may vote in person.  If you attend the annual meeting, you may vote by delivering your completed proxy card in person or you may vote by completing a ballot at the meeting. Ballots will be available at the meeting.

•	You may vote by mail.  To vote by mail, you need to complete, date and sign the proxy card that accompanies this proxy statement and promptly mail it in the enclosed postage-paid envelope. If you vote by mail, you do not need to vote over the Internet or by telephone.

•	You may vote over the Internet.  To vote over the Internet through services provided by Broadridge Investor Communications Solutions, Inc., please go to the following website: www.proxyvote.com, and follow the instructions at that site for submitting your proxy electronically. If you vote over the Internet, you do not need to complete and mail your proxy card or vote your proxy by telephone.

•	You may vote by telephone.  To vote by telephone through services provided by Broadridge Investor Communications Solutions, Inc., call (800) 690-6903, and follow the instructions provided on the proxy card. If you vote by telephone, you do not need to complete and mail your proxy card or vote your proxy over the Internet.

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•	send written notice of revocation to our Secretary, Stephen Rodin, at the address of our principal executive office set forth above;

•	vote your shares by proxy over the Internet, by telephone or by returning a new proxy card subsequent to the initial submission of your proxy up until 11:59 p.m., Eastern time, the day before the meeting; or

•	attend the meeting and vote in person.

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•	FOR proposal one—to elect our seven nominees to our board of directors;

•	FOR proposal two—to approve, in an advisory vote, the compensation of our named executive officers as presented in this proxy statement; and

•	FOR proposal three—to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2019.

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•	Performance Focus.  We have designed our executive compensation program to have substantial elements that are performance-based. Our cash bonus plan is tied to corporate strategic and financial goals. The plan is broad-based and applies to all employees and executives.

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Long-Term Equity Incentives.  In April 2018, our board of directors approved performance option grants to our employees including our named executive officers, to align compensation to the strategic direction of our company. Under the grant agreements, vesting is contingent on our achievement of four long-term goals that are tied to key company goals over the next three years, which, if achieved, we believe will maximize shareholder value. We grant equity awards broadly among our employee population on an annual basis to encourage an ownership culture and align management and our employees with our stockholders' interests. Historically, we have used a mix of stock options and restricted stock and our equity awards have had multi-year vesting periods, generally vesting over a four-year period, designed to encourage our employees and executives to focus on the long-term performance of our stock price. In addition to these time-based equity awards, in 2018 we granted options with performance-based vesting, as described above.

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Executive and Director Stock Ownership and Share Retention Guidelines. We have executive stock ownership guidelines that require our chief executive officer to own shares of our common stock with a value equal to 6x his base salary and each other named executive officer to own shares of our common stock with a value equal to 1x his respective base salary, as calculated under our policy. Each named executive officer is required to retain 50% of net after tax shares obtained via the vesting of any full-value stock award until the named executive officer meets our prescribed ownership guidelines. These guidelines are in addition to our non-employee director stock ownership guidelines that require each of our directors to own shares of our common stock with a value equal to 3x the non-employee director annual retainer.

•	Pay Practices.  We do not use many common pay practices considered to be unfriendly to stockholders. For example, we limit the perquisites that we make available to our named executive officers and we do not have excess parachute payment tax gross-up provisions in any executive compensation arrangements, including our arrangements with our chief executive officer.

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Risk Assessment.  Our compensation committee has reviewed our incentive compensation programs and discussed the concept of risk as it relates to our compensation program. We believe that the key features of our programs reflect sound risk management practices and that we have allocated our compensation among base salary and short and long-term compensation target opportunities in such a way as to not encourage excessive risk taking. We use risk mitigating features in our compensation programs, including that our 2018 cash bonus plan included a maximum payout for our executive officers of 150% of target.

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(1)	Audit fees consist of fees for the audit of our annual financial statements on Form 10-K, the review of the interim financial statements included in our quarterly reports on Form 10-Q, services related to business development and financing activities, and other professional services provided in connection with statutory and regulatory filings or engagements.

(2)	All other fees consist of access to Ernst & Young LLP's online research database.

•	methods to account for significant unusual transactions;

•	the effect of significant accounting policies in controversial or emerging areas for which there is a lack of authoritative guidance or consensus;

•	the process used by management in formulating particularly sensitive accounting estimates and the basis for the registered public accounting firm's conclusions regarding the reasonableness of those estimates; and

•	disagreements with management over the application of accounting principles, the basis for management's accounting estimates and the disclosures in the financial statements.

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*	Represents beneficial ownership of less than 1%.

(1)	None of Mr. Timney's options are exercisable within 60 days of April 1, 2019.

(2)	Includes options to purchase 56,779 shares that are exercisable within 60 days of April 1, 2019.

(3)

Includes options to purchase 283,602 shares that are exercisable within 60 days of April 1, 2019 and 334,955 shares of common stock in an account that Mr. Cox holds a power of attorney with respect to and that members of the his immediate family may be considered to have a pecuniary interest in. Mr. Cox disclaims beneficial ownership of the shares held by this account except to the extent of his pecuniary interest therein.

(4)	Includes options to purchase 1,245,965 shares that are exercisable within 60 days of April 1, 2019.

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(5)	Includes options to purchase 115,322 shares that are exercisable within 60 days of April 1, 2019.

(6)	Includes options to purchase 144,848 shares that are exercisable within 60 days of April 1, 2019.

(7)

Consists of options to purchase 54,648 shares that are exercisable within 60 days of April 1, 2019, 6,663 shares held directly by Dr. Denner and 3,636,000 shares held by funds managed by Sarissa Capital Management LP (such funds, the "Sarissa Funds"). Dr. Denner is the Chief Investment Officer of Sarissa Capital Management LP and the managing member of the general partner of the Sarissa Funds. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) the shares that the Sarissa Funds directly beneficially own.

(8)	Includes options to purchase 9,141 shares that are exercisable within 60 days of April 1, 2019.

(9)	Includes options to purchase 114,007 shares that are exercisable within 60 days of April 1, 2019.

(10)	Includes options to purchase 17,718 shares that are exercisable within 60 days of April 1, 2019.

(11)	Includes options to purchase 9,141 shares that are exercisable within 60 days of April 1, 2019.

(12)	Includes options to purchase an aggregate of 2,051,171 shares that are exercisable within 60 days of April 1, 2019.

(14)

Includes shares held by Boxer Capital, LLC (“Boxer Capital”), Boxer Asset Management Inc. (“Boxer Management”), Braslyn Ltd. (“Braslyn”), Avid Group Ltd. (“Avid”), Joe Lewis, and Tuesday Thirteen, Inc. (“Tuesday Thirteen”). Boxer Management is the managing member and majority owner of Boxer Capital. Joe Lewis is the sole indirect owner and controls Boxer Management, Braslyn, Avid and Tuesday Thirteen. Boxer Capital and Boxer Management have shared power to vote or to direct the vote of the 232,000 shares that they beneficially own. Avid has shared power to vote or to direct the vote of the 3,075,202 shares that it beneficially owns. Braslyn has shared power to vote or to direct the vote of the 703,440 shares that it beneficially owns. Tuesday Thirteen has shared power to vote or direct the vote of the 100 shares that it beneficially owns. Joe Lewis has shared power to vote or to direct the vote of the 4,010,742 shares that he beneficially owns. The principal business address of Boxer Capital is 11682 El Camino Real, Suite 320, San Diego, CA 92130. The principal business address of Boxer Management, Braslyn, Avid, Tuesday Thirteen and Joe Lewis is: Cay House, EP Taylor Drive N7776, Lyford Cay, New Providence, Bahamas. This information is based on a Schedule 13G/A filed with the SEC on February 14, 2019.

(15)

FMR LLC has sole power to vote or direct the vote of 1,607,178 shares and the sole power to dispose of 11,079,326 shares. Members of the family of Ms. Abigail P. Johnson, a Director, the chairman and the chief executive officer of FMR LLC, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other FMR LLC Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act ("Fidelity Funds") advised by Fidelity Management & Research Company (“FMR Co”), a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds' Boards of Trustees. Fidelity Management & Research Company carries out the voting of the shares under written guidelines established by the Fidelity Funds' Boards of Trustees. The address of FMR LLC is 245 Summer Street, Boston, Massachusetts, 02210. This information is based on a Schedule 13G/A filed with the SEC on February 13, 2019.

(16)

Iridian Asset Management LLC held shared voting and dispositive power over 3,743,851 shares. Messrs. David L. Cohen and Harold J. Levy may be deemed to possess beneficial ownership of the shares of common stock beneficially owned by Iridian by virtue of their indirect controlling ownership of Iridian and having the power to vote and direct the disposition of shares of common stock as joint Chief Investment Officers of Iridian. The principal business address of Iridian Asset Management LLC is 276 Post Road West, Westport, CT 06880-4704. This information is based on Schedule 13G/A filed by Iridian Asset Management LLC with the SEC on February 6, 2019.

(17)

The Vanguard Group has sole power to vote or direct to vote 136,234 of the shares, shared power to vote or to direct to vote of 13,338 of the shares, sole power to dispose or direct the disposition of 6,717,004 of the shares and shared power to dispose or to direct the disposition of 142,834 of the shares. Includes 129,496 shares beneficially owned by Vanguard Fiduciary Trust Company, a wholly owned subsidiary of The Vanguard Group, Inc. as a result of Vanguard Fiduciary Trust Company serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 20,076 shares as a result of Vanguard Investments Australia, Ltd. serving as investment manager of Australian investment offerings. The address of The Vanguard Group, Inc. is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355. The information is based on a Schedule 13G/A filed with the SEC on February 11, 2019.

(18)	The Vanguard Specialized Funds - Vanguard Health Care Fund has sole power to vote or direct to vote 5,617,020 of the shares. The address of The Vanguard Specialized Funds - Vanguard Health Care Fund is c/o The Vanguard Group, Inc. is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355. The information is based on a Schedule 13G/A filed with the SEC on January 31, 2019.

(19)

Includes shares owned by various investors for which Wellington Management Group, LLP serves as investment advisor with shared power to direct investments and shared power to vote 2,954,704 of the shares and with shared power to dispose or to direct the disposition of 10,326,420 of the shares. Certain of these shares are owned by Vanguard Health Care Fund, and may be duplicative of shares described in footnote 18 of this table. The address of Wellington Management Group, LLP is 280 Congress Street, Boston, Massachusetts 02210. This information is based on a Schedule 13G/A filed by Wellington Management Group, LLP with the SEC on February 12, 2019.

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(20)	Westfield Capital Management Company L.P. has sole power to vote or direct to vote 3,464,219 shares and sole power to dispose or direct the disposition of 4,604,719 shares. The address of Westfield Capital Management Company L.P. is 1 Financial Center, Boston, Massachusetts 02111. The information is based on a Schedule 13G filed with the SEC on February 7, 2019.

•	chairing meetings of the board;

•	preparing the agenda for each meeting of the board of directors and determining the need for special meetings of our board of directors;

•	consulting with our chief executive officer and independent directors on matters relating to corporate governance and board performance;

•	facilitating communications between other members of our board of directors and our chief executive officer; and

•	meeting with any director who is not adequately performing his or her duties as a member of our board of directors or any committee.

•	appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm;

•	overseeing the work of our independent registered public accounting firm, including through the receipt and consideration of certain reports from such firm;

•	reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures;

•	monitoring our internal control over financial reporting, disclosure controls and procedures and code of business conduct and ethics;

•	overseeing our risk management policies;

•	establishing policies regarding hiring employees from the independent registered public accounting firm and procedures for the receipt, retention and treatment of accounting-related complaints and concerns;

•	meeting independently with our independent registered public accounting firm and management; and

•	preparing the audit committee report (which is included elsewhere in this proxy statement) required by the SEC.

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•	annually reviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer and our other executive officers;

•	overseeing the evaluations of our senior executives;

•	reviewing and approving, or making recommendations to the board with respect to, the compensation of our chief executive officer and other executive officers;

•	reviewing and making recommendations to the board relating to management succession planning;

•	overseeing and administering our cash and equity incentive plans; and

•	reviewing and making recommendations to the board with respect to director compensation.

•	the number of shares of common stock covered by options and the dates upon which such options become exercisable;

•	the exercise price of options (which, in accordance with the 2013 plan, may not be less than 100% of the fair market value of our common stock on the date of grant);

•	the duration of options (which, in accordance with the 2013 plan, may not be longer than 10 years); and

•	the number of shares of common stock subject to any restricted stock or other stock-based awards and the terms and conditions of such awards, including issue price, conditions for repurchase and repurchase price.

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•	identifying individuals qualified to become board members;

•	recommending to the board the persons to be nominated by the board for election as directors at the annual meeting of stockholders;

•	recommending to the board the directors to serve on the board committees and as lead director;

•	overseeing the evaluation of the board of directors; and

•	developing corporate governance guidelines and principles.

•	reputation for integrity, honesty and high ethical standards;

•	demonstrated business acumen, experience and ability to exercise sound judgments in matters that relate to our current and long-term objectives and willingness and ability to contribute positively to our decision-making process;

•	commitment to understanding our business and our industry;

•	adequate time to attend and participate in meetings of the board of directors and its committees;

•	ability to understand the sometimes conflicting interests of the various constituencies of our company, which include stockholders, employees, customers, governmental units, creditors and the general public and to act in the interest of all stockholders; and

•	such other attributes, including independence, that satisfy requirements imposed by the SEC and The NASDAQ Stock Market.

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The nominating and corporate governance committee will recommend to the board the action to be taken with respect to such resignation (which can range from accepting the resignation, to maintaining the director but addressing what the committee believes to be the underlying cause of the against votes, to resolving that the director will not be re-nominated in the future for election, to rejecting the resignation). In reaching its recommendation, the nominating and corporate governance committee will consider all factors it deems relevant, which may include: any stated reasons why stockholders voted against such director, any alternatives for curing the underlying cause of the votes against such director, the total number of shares voting, how such shares were voted, the number of broker non-votes, the director's tenure, the director's qualifications, the criteria for nomination as a director set forth the corporate governance guidelines, the director's past and expected future contributions to us and the overall composition of the board, including whether accepting the resignation would cause the company to fail to meet any applicable SEC or NASDAQ Stock Market requirement.

•	Our board will act on the nominating and corporate governance committee's recommendation and in doing so, will consider all of the factors considered by the committee and such additional factors as it deems relevant.

•	Following our board's determination, we will promptly publicly disclose our board's decision regarding the resignation and if such resignation is rejected, the rationale behind the decision.

•	all information relating to such candidate that is required to be disclosed pursuant to Section 14(a) of the Exchange Act, including such person's written consent to being named in the proxy statement as a nominee and to serving as a director, if elected; and

•	a description of all direct and indirect compensation and other material monetary arrangements during the past three years, or any other material relationships between or among the nominating stockholder and the proposed director candidate; and

•	such person's name and address;

•	the number of shares of our common stock beneficially owned by such person;

•	any derivative, swap or other transaction or series of transactions engaged in, directly or indirectly, by such person, the purpose or effect of which is to give the economic risk similar to ownership of shares of any class or series of the company (any of the foregoing, a “Synthetic Equity Interest”);

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•	any short interest of such person in any shares of any class or series of the company or similar arrangement (a "Short Interest");

•	any significant equity interest, Synthetic Equity Interest or Short Interest of such person in any principal competitor of the company;

•	any performance-related fees (other than an asset-based fee) to which such person is entitled based on any increase or decrease in the price or value of shares of any class or series of the company or any Synthetic Equity Interest or Short Interest;

•	any pending or threatened litigation in which such person is a party or material participant involving the company or any of its officers or directors or affiliates;

•	any material transaction occurring during the then immediately preceding 12-month period between such person and the company; and

•	any other information that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies in support of the nomination pursuant to Section 14(a) of the Exchange Act.

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(1)

These amounts represent the aggregate grant date fair value of restricted stock granted by us during 2018, determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or FASB ASC Topic 718. For a detailed discussion of our grant date fair value calculation methodology, including assumptions and estimates inherent therein, please see Note 10 to our notes to our consolidated financial statements in our Annual Report on Form 10-K filed on February 27, 2019. The per share grant date fair value of the award granted to each non-employee director on the date of our 2018 annual meeting of stockholders was $33.86. At December 31, 2018, each of our non-employee directors (other than Messrs. Crouse, Hugin, Kessler and Shigeta, Dr. Spigelman and Ms. Wyatt) held 3,766 shares of unvested restricted stock.

(2)

These amounts represent the grant date fair value of stock options granted by us during 2018, determined in accordance with FASB ASC Topic 718. For a detailed discussion of our grant date fair value calculation methodology, including assumptions and estimates inherent therein, please see Note 10 to our notes to our consolidated financial statements in our Annual Report on Form 10-K filed on February 27, 2019. At December 31, 2018, the total number of shares subject to compensatory options held by each of our non-employee directors were:

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(3)	Mr. Crouse announced his retirement from the board in February 2018, effective as of our annual shareholders meeting in May 2018. Until March 2018, Mr. Crouse served as chair of the compensation committee. During 2018, Mr. Crouse received $31,250 as board and compensation committee chair retainers.

(4)

In June 2018, Dr. Denner became our non-executive chair of the board and a member of the audit committee and compensation committee. In addition, during 2018 Dr. Denner served as chair of the nominating and corporate governance committee. During 2018, Dr. Denner received $87,784 in board, nominating and corporate governance committee chair, audit committee and compensation committee retainers and $3,000 for board meetings attended in a year in excess of 10 meetings.

(5)	Mr. Germano was the chair of the compensation committee from March 2018 to June 2018. During 2018, Mr. Germano received $13,750 as board and compensation committee chair retainers and $3,000 for board meetings attended in a year in excess of 10 meetings.

(6)	Mr. Hugin retired from the board in February 2018. Until his retirement, Mr. Hugin served on the compensation committee. During 2018, Mr. Hugin received $6,227 as board and compensation committee retainers.

(7)	Mr. Kelly was the chair of the audit committee in 2018. During 2018, Mr. Kelly received $80,000 in board and audit committee chair retainers and $3,000 for board meetings attended in a year in excess of 10 meetings.

(8)	Mr. Kessler did not stand for re-election at last year's annual shareholder meeting in May 2018. Prior to May 2018, Mr. Kessler served on the nominating and corporate governance committee. During 2018, Mr. Kessler received $26,042 in board and nominating and corporate governance committee retainers.

(9)	Mr. Panayiotopoulos was a member of the nominating and corporate governance committee in 2018 and in June 2018 became a member of the audit committee and compensation committee. During 2018, Mr. Panayiotopoulos received $73,444 in board, audit committee, compensation committee and nominating and corporate governance committee retainers.

(10)	Dr. Schlesinger joined the board in February 2018 and in June 2018 became a member of the audit committee and compensation committee. During 2018, Dr. Schlesinger received $59,062 as board, audit committee and compensation committee retainers.

(11)	Mr. Shigeta did not stand for re-election at last year's annual shareholder meeting in May 2018. Prior to May 2018, Mr. Shigeta served on the compensation committee. During 2018, Mr. Shigeta received $27,084 in board and compensation committee retainers.

(12)	Dr. Spigelman did not stand for re-election at last year's annual shareholder meeting in May 2018. Prior to May 2018, Dr. Spigelman served on the audit committee. During 2018, Dr. Spigelman received $28,125 in board and audit committee retainers.

(13)	Ms. Wyatt did not stand for re-election at last year's annual shareholder meeting in May 2018. Prior to May 2018, Ms. Wyatt served on the audit committee. During 2018, Ms. Wyatt received $28,125 in board and audit committee retainers.

•	our executive officers, directors or director nominees;

•	any person who is known to be the beneficial owner of more than 5% of our common stock;

•	any person who is an immediate family member, as defined under Item 404 of Regulation S-K, of any of our executive officers, directors or director nominees or beneficial owners of more than 5% of our common stock; or

•	any firm, corporation or other entity in which any of the foregoing persons is employed or is a partner or principal or in a similar position or in which such person, together with any other of the foregoing persons, has a 5% or greater beneficial ownership interest.

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In the first quarter of 2018, we reached our enrollment target for the ORION-9, ORION-10, and ORION-11 Phase III clinical trials of inclisiran ahead of schedule by 14 weeks, 10 weeks, and 14 weeks, respectively. These pivotal trials are designed to confirm inclisiran's safety and efficacy, as well as provide data required for New Drug Application and Marketing Authorization Application submissions in the United States and Europe, respectively.

•

In each of January 2018, March 2018, June 2018, and September 2018, the Independent Data Monitoring Committee (IDMC) for the ongoing inclisiran Phase III clinical trials conducted its planned reviews of un-blinded safety and efficacy data from the trials, and recommended that the trials continue as designed and conducted, without modification. A fifth and sixth planned review of un-blinded safety and efficacy data from the trials was conducted by the IDMC in January 2019 and April 2019, respectively, with the same recommendation that the trials continue as designed and conducted, without modification.

•	In January 2018, we announced that we had achieved commercial scale manufacturing for inclisiran.

•	In October 2018, we, together with Oxford University in the United Kingdom and the TIMI Study Group in the United States, commenced the ORION-4 cardiovascular outcomes trial to assess whether inclisiran, compared to placebo, reduces recurrent major adverse cardiovascular events in approximately 15,000 patients with ASCVD.

•	In November 2018, the U.S. Patent and Trademark Office granted our composition of matter patent for inclisiran. This patent is expected to be the principal U.S. patent covering inclisiran and runs through mid-2034, with potential patent term extension and pediatric exclusivity likely to further extend market exclusivity.

•	In January 2018, we completed the sale of our infectious disease business unit to Melinta Therapeutics, Inc. (Melinta), significantly strengthening our cash position and substantially reducing our cost structure.

•	In August 2018 and October 2018, we divested non-core legacy assets Angiomax and pre-clinical infectious disease assets, respectively, and discontinued the regulatory authorizations and related commitments regarding Ionsys.

•

In December 2018, we announced and subsequently completed our offering of $172.5 million aggregate principal amount of 3.50% convertible senior notes due 2024 (inclusive of the over-allotment option). The net proceeds from the offering (inclusive of the full exercise of the over-allotment option) were $166.7 million, after deducting the commissions and our offering expenses, significantly enhancing the company’s capital position.

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•	Performance Focus. We have designed our executive compensation program to have substantial elements that are performance-based.

◦

At-Risk Compensation. In 2018, approximately 92% of our former chief executive officer's compensation consisted of variable compensation elements dependent on our achievement of corporate performance goals and objectives and our stock price performance. In December 2018, Mark Timney was appointed our chief executive officer and approximately 95% of his compensation package is dependent on our achievement of corporate performance goals and objectives and our stock price performance.

◦	Annual Cash Compensation. Our annual cash bonus plan is tied to corporate strategic and financial goals. The plan is broad-based and applies to all employees and executives.

◦

Equity Incentives. In April 2018, our board of directors approved performance option grants to our employees, including our named executive officers, to align compensation to the strategic direction of our company. Under the grant agreements, vesting is contingent on our achievement of four long-term goals that are tied to key company goals over the next three years, which, if achieved, we believe will maximize shareholder value. In 2018, a significant majority of the equity granted to employees, including our named executive officers, was performance-vesting based.

•

Executive and Director Stock Ownership and Share Retention Guidelines. We have adopted executive stock ownership guidelines that require our chief executive officer to own shares of our common stock with a value equal to 6x his base salary and each other named executive officer to own shares of our common stock with a value equal to 1x his respective base salary, as calculated under our policy. Each named executive officer is required to retain 50% of net after tax shares obtained via the vesting of any full-value stock award until the named executive officer meets our prescribed ownership guidelines.

•

Risk Assessment. Our compensation committee has reviewed our incentive compensation programs and discussed the concept of risk as it relates to our compensation program. We believe our approach to goal setting, setting of targets with payouts at multiple levels of performance, and evaluation of performance results assist in mitigating excessive or inappropriate risk-taking. Key features of our programs reflect sound risk management practices. We believe we have allocated our compensation among base salary and short- and long-term compensation target opportunities in such a way as to not encourage excessive risk-taking. Further, with respect to our incentive compensation programs, compensation is generally linked to both corporate performance and individual performance. Our corporate targets are applicable to our executives and employees alike, regardless of business unit. We believe this encourages consistent behavior across the organization, rather than establishing different performance metrics depending on a person's position in the company or their business unit. The mix of equity award instruments used under our long-term incentive program includes full value stock awards, which also mitigate risk. Finally, we believe that the multi-year vesting of our equity awards properly account for the time horizon of risk.

•	Independent Compensation Committee and Consultant. Our compensation committee, which is composed entirely of independent directors, provides independent oversight of our compensation programs. Our compensation committee uses an independent executive compensation consulting firm that reports directly to the committee and provides no other services for the company.

•	Stockholder Engagement. The company is committed to open and regular communication with our stockholders, and takes the opportunity to engage with stockholders to understand their perspectives.

•	Limited Perquisites.   Our named executive officers receive only limited perquisites.

•	No Tax Gross-ups.   We do not have excess parachute payment tax or other tax gross-up provisions in our executive compensation arrangements, including our arrangements with our chief executive officer.

•	No “Single-Trigger" Change-in-Control Protections.   Change-in-control protections for our named executive officers are limited to "double-trigger" arrangements.

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•	No Guaranteed Bonuses.   We do not provide guaranteed bonuses to our named executive officers.

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No Hedging or Pledging of Company Stock.   Our insider trading policy expressly bars ownership of financial instruments or participation in investment strategies that hedge the economic risk of owning our stock and prohibits the purchase of our securities on margin, the borrowing against our securities held in a margin account, and the pledge of our securities as collateral for a loan, except in circumstances where the person that wishes to pledge our securities as collateral for a loan clearly demonstrates the financial capacity to repay the loan without resort to the pledged securities and receives the approval of our chief financial officer or general counsel.

•	attract, retain, and motivate the best possible executive talent;

•	ensure that executive compensation is aligned with our corporate strategies and business objectives;

•	promote the achievement of key strategic and financial performance measures by linking cash and equity incentives to the achievement of measurable corporate and individual performance goals; and

•	align executives' incentives with the creation of long-term stockholder value.

•	industry focus, with targeted companies operating in the biopharmaceutical industry;

•	stage of operations, with targeted companies having clinical stage products;

•	market capitalization targeted from approximately 1/3x to approximately 3x our market value at the time of the compensation committee's evaluation; and

•	headcount targeted from approximately 1/3x to approximately 3x our headcount at the time of the compensation committee's evaluation.

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(1)	Mr. Timney was appointed our chief executive officer on December 10, 2018, replacing Dr. Meanwell who now serves as our chief innovation officer.

(2)	Mr. Visioli was appointed our chief financial officer on March 21, 2018, replacing Mr. O’Connor, who remained with the company as a special advisor to the chief executive officer on a full-time basis through June 30, 2018 and on a part-time basis thereafter until his departure from the company on December 31, 2018. Mr. O'Connor's salary was pro-rated while he was a part-time employee.

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(1)	This column represents the annual base salary and bonus target amount for Dr. Meanwell and Messrs. O'Connor and Rodin for 2017.

(2)	This column represents the annual base salary and bonus target amount for Dr. Meanwell and Messrs. O'Connor and Rodin for 2018; see below for their actual 2018 cash bonus payout.

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(1)	This column represents the actual cash bonus payment made to our named executive officers. For 2018, named executive officers' bonus amounts were determined based entirely on corporate goal achievement.

(2)	Mr. Cox departed the company March 15, 2019. As part of discussions regarding his departure, Mr. Cox agreed to forgo his 2018 bonus in exchange for other compensation. See section "—Potential Payments Upon Termination or Change of Control".

(3)	Mr. O’Connor retired as our chief financial officer March 21, 2018 but remained with the company as a special advisor to the chief executive officer on a full-time basis through June 30, 2018 and on a part-time basis thereafter until his departure from the company on December 31, 2018. Mr. O'Connor's 2018 salary was $476,200, but his salary was pro-rated while he was a part-time employee.

•	restricted stock, effective as of March 1, 2018, as a smaller, initial grant to employees of the restructured company; and

•	performance option awards, effective April 24, 2018, as a significant grant tied to key company goals over the next three years.

*	Effective date of April 24, 2018.

**	Effective date of March 1, 2018 for Messrs. Visioli, Cox and Rodin; April 24, 2018 for Dr. Meanwell.

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(1)	Mr. Timney was appointed chief executive officer on December 10, 2018 and was not eligible for a 2019 equity award in respect of 2018 performance.

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(1)	The amounts represent payment of (i) a $50,000 cash sign-on bonus paid to Mr. Timney in connection with his commencement of employment with us, and (ii) special transaction bonuses for extraordinary efforts in 2016 in connection with transactions by the company.

(2)

These amounts represent the grant date fair value of equity-based awards granted by us during the applicable year, determined in accordance with FASB ASC Topic 718. For a detailed discussion of our grant date fair value calculation methodology, including assumptions and estimates inherent therein, please see Note 10 to our notes to our consolidated financial statements in our Annual Report on Form 10-K filed on February 27, 2019.

(3)	These amounts represent the payouts under our annual cash bonus plan, which is described under the "—Compensation Discussion and Analysis" section above.

(4)

These amounts include life insurance premium payments and, for Messrs. Cox, O'Connor, Rodin, and Visioli, 401(k) match payments, made by us on behalf of the named executive officer for his benefit. For. Mr. O’Connor, the amount for fiscal 2018 also includes the cash severance payments ($714,938), payment of accrued vacation, and COBRA continuation benefits ($38,990) that he became entitled to under his severance agreement with us upon his departure on December 31, 2018.

(5)	Mr. Timney was appointed our chief executive officer on December 10, 2018, replacing Dr. Meanwell who now serves as our chief innovation officer.

(6)	Mr. Visioli was appointed our chief financial officer on March 21, 2018, replacing Mr. O’Connor, who remained with the company as a special advisor to the chief executive officer through 2018.

(7)	Mr. Cox separated from the company on March 15, 2019.

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(1)	The per-share exercise price of each stock option award is equal to the closing price of our common stock on the grant date reported by The NASDAQ Global Select Market.

(2)	Grant date fair value computed in accordance with FASB ASC Topic 718.

(3)	The options vest as to 25% on December 10, 2019 and in 36 equal monthly installments thereafter. The options are subject to accelerated vesting upon a termination without "cause" or a resignation for "good reason", as each is defined in our severance agreements. See "—Potential Payments Upon Termination or Change of Control."

(4)

These performance option grants become exercisable upon our achievement of four long-term goals that are tied to key company goals over the next three years. The options are subject to accelerated vesting upon a termination after a change-in-control. See "—Compensation Discussion and Analysis–Components of our Executive Compensation Program" and "—Potential Payments Upon Termination or Change of Control." No more than 100% of the number of performance options granted can vest, and there is no specific “threshold” amount of options that may vest.

(5)	The shares of restricted stock vest in annual increments of 25% over four years commencing on the first anniversary of the date of grant. The restricted stock awards are subject to accelerated vesting upon a termination without "cause" or a resignation for "good reason," as each is defined in our severance agreements. See "—Potential Payments Upon Termination or Change of Control."

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(1)	Calculated by multiplying the number of unvested shares by $19.14, the closing price per share of our common stock on The NASDAQ Global Select Market on December 31, 2018.

(2)	25% of these options become exercisable on December 10, 2019 and the remaining become exercisable in 36 equal monthly installments commencing one month thereafter.

(3)	These performance option grants become exercisable upon our achievement of four long-term goals that are tied to key company goals over the next three years. See "—Compensation Discussion and Analysis–Components of our Executive Compensation Program".

(4)	These options become exercisable in 48 equal monthly installments, commencing one month after March 1, 2015. Three installments remained unvested as of December 31, 2018.

(5)	These options become exercisable in 48 equal monthly installments, commencing one month after March 1, 2016. 15 installments remained unvested as of December 31, 2018.

(6)	These options become exercisable in 48 equal monthly installments, commencing one month after March 1, 2017. 27 installments remained unvested as of December 31, 2018.

(7)	25% of these options became exercisable on February 25, 2017 and the remaining become exercisable in 36 equal monthly installments commencing one month thereafter.

(8)	These shares of restricted stock vest on March 1, 2019.

(9)	These shares of restricted stock vest in two equal installments on March 1, 2019 and on March 1, 2020.

(10)	These shares of restricted stock vest in three equal installments on March 1, 2019, March 1, 2020 and March 1, 2021.

(11)	These shares of restricted stock vest in four equal installments on March 1, 2019, March 1, 2020, March 1, 2021 and March 1, 2022.

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(1)	The shares of restricted stock all vested on March 1, 2018. The closing price per share of our common stock on the NASDAQ Global Select Market on March 1, 2018 was $33.27.

•

Termination prior to a change in control.  If we terminate the employment of the officer without cause, or if the officer resigns for good reason, before a change in control event, as defined in the agreements, he would be entitled to: severance pay equal to one year of annual base salary, paid in a lump sum; up to one year of health care premium reimbursement (or equivalent cash payment) and payment of reasonable outplacement assistance (or reimbursement and/or payment for a shorter period if the officer commences employment with a new employer before the end of the period); and one year of accelerated vesting for equity awards outstanding prior to the termination date. In the case of Mr. Timney, under these circumstances, he would be entitled to severance pay equal to eighteen months of continued base salary; up to eighteen months of health care premium reimbursement (or equivalent cash payment) and payment of reasonable outplacement assistance (or reimbursement and/or payment for a shorter period if Mr. Timney commences employment with a new employer before the end of the period); and eighteen months of accelerated vesting for equity awards outstanding prior to the termination date. In the case of Dr. Meanwell, under these circumstances, he would be entitled to severance pay equal to two years of annual base salary, paid in a lump sum; up to one year of health care premium reimbursement (or equivalent cash payment) and payment of reasonable outplacement assistance (or reimbursement and/or payment for a shorter period if Dr. Meanwell commences employment with a new employer before the end of the period); and two years of accelerated vesting for equity awards outstanding prior to the termination date.

•

Termination after a change in control. If we terminate the employment of the officer without cause, or if the officer resigns for good reason, during the one-year period following a change in control event, he would be entitled to: severance pay equal to one-and-a-half years of annual base salary plus an amount equal to one-and-a-half times his bonus target under our annual cash bonus plan, paid in a lump sum; up to one-and-a-half years of health care premium reimbursement (or equivalent cash payment) and payment of reasonable outplacement assistance (or reimbursement and/or payment for a shorter period if the officer commences employment with a new employer before the end of the period); and his outstanding equity awards would be accelerated in full. In the case of Mr. Timney and Dr. Meanwell, under these circumstances, they would each be entitled to: severance pay equal to two years of annual base salary plus an amount equal to two times his bonus target under our annual cash bonus plan, paid in a lump sum; up to two years of health care premium reimbursement (or equivalent cash payment) and payment of reasonable outplacement assistance (or reimbursement and/or payment for a shorter period if the officer commences employment with a new employer before the end of the period); and his outstanding equity awards would be accelerated in full. In the event any payments are subject to the excise tax imposed under Section 4999 of the code (the “golden parachute” tax), the payments will be subject to a contingent cutback whereby the payments will be automatically reduced so that no portion is subject to the excise tax, unless payment of the full amount taking into account all taxes would be greater than the reduced amount.

•

In addition to any other amounts that may be payable to the officers under the severance agreements, if we terminate the employment of an officer for any reason, such officer will receive accrued rights, payment for any accrued but unused vacation days subject to then-current company policy, payment for unreimbursed business expenses incurred through the termination date, as defined in the agreement, and, except if we terminate the employment of the officer for cause, for any bonus earned but not yet paid prior to the termination date.

•	In order to receive any of these benefits, the officer must deliver a general release in favor of us.

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•	a lump sum payment equal to $714,938.04, less all applicable statutory tax withholdings and deductions;

•	for the shorter of a period of twelve months after the resignation date or until Mr. O'Connor commences employment with a new employer, payment of COBRA health insurance premiums by us on behalf of Mr. O'Connor;

•	accelerated vesting of all stock options and restricted shares that Mr. O'Connor held immediately prior to his termination which would have vested within one year after the termination date; and

•	an extended period to exercise vested options for a period of twelve months after the termination date.

•	payment of COBRA health insurance premiums by us on behalf of Mr. Cox for a period of twelve months;

•	accelerated vesting of all stock options and restricted shares that Mr. Cox held immediately prior to his separation which would have vested within eighteen months after the separation date; and

•	an extended period to exercise vested options for a period of twelve months after the separation date.

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(1)

The value of accelerated restricted stock vesting is calculated by multiplying the number of shares subject to restricted stock awards for which vesting would be accelerated by $19.14, the closing price per share of our common stock on The NASDAQ Global Select Market on December 31, 2018 (or, in the case of Mr. Cox, $27.13, the closing price on March 15, 2019, the date of Mr. Cox’s termination of employment with us). No value is attributable in this column to any accelerated option vesting because all unvested stock options held by named executive officers were underwater on December 31, 2018 (or, in the case of Mr. Cox, on March 15, 2019).

(2)	The amount in this column represents an estimate for outplacement services based on rates charged to senior executives by our recommended outplacement vendor. Named executive officers are able to use the vendor of their choice, so actual amounts paid for outplacement services may vary.

(3)

As provided in each of the named executive officer’s severance agreement, in the event any payments to the named executive officers are subject to the excise tax imposed under Section 4999 of the Code, the payments will be subject to a contingent cutback whereby the payments will be automatically reduced so that no portion is subject to the excise tax, unless payment of the full amount taking into account all taxes would be greater than the reduced amount. The figures in the table above do not take account of any potential cutback.

•	We determined our global employee population as of December 31, 2018, which consisted of approximately 67 employees in the U.S. and foreign jurisdictions, and examined, for all individuals, excluding Mr. Timney, who were employed by us or any of our

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•

For purposes of identifying the median employee from our employee population, we considered each employee’s “compensation” to consist of the employee’s base salary as of December 31, 2018, actual annual cash bonus paid in 2018 and grant date value of actual equity awards granted in 2018. We selected these compensation elements as our consistently applied compensation measure as they represent the principal forms of compensation paid to most of our employees.

•	We annualized the compensation of all permanent full-time and part-time employees who were hired in 2018, including Mr. Timney, but did not work for us for the entire fiscal year. We applied an exchange rate as of December 31, 2018, to convert all international currencies into U.S. dollars.

(1)	Includes shares of common stock issuable under our 2004 plan and 2013 plan.

(2)	Excludes shares issuable at the end of the then-current offering period ending February 28, 2019 under our 2010 ESPP.

(3)	Includes shares available for issuance as of December 31, 2018 under our 2010 ESPP (which includes 8,623 shares that were subsequently issued on February 28, 2019 at the close of the then-current offering period).

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