The Directors recognise the importance of sound corporate governance and intend that the Group will comply with the provisions of the Combined Code insofar as they are appropriate, given the Group's size, stage of development, resources and the fact that the Company is incorporated in the USA rather than the UK.

Since the Company does not currently have any class of securities registered under the US Securities Act and is not currently subject to the rules and regulations of one of the national securities exchanges or national securities associations, such as the New York Stock Exchange, the American Stock Exchange or NASDAQ, the Company is not required to comply with corporate governance requirements imposed by these organisations pursuant to regulations issued by the US Securities Exchange Commission under the Sarbanes-Oxley Act of 2002.

The Board comprises one executive Director and four non-executive Directors. Whilst none of the non-executive directors would be considered to be "independent" on a strict application of the criteria identified by the Quoted Companies Alliance in their publication entitled "Corporate Governance for AIM Companies", it is believed that all on the non-executive directors are sufficiently independent of the executive Director and the operations of the Group to exercise independent judgment in the performance of their duties. Following Admission and when appropriate, the Board will consider further appointments of non-executive directors with experience of particular relevance to the Group.

The Board is responsible for formulating, reviewing and approving the Group's strategy, budgets and corporate actions. Following Admission, the Company intends to hold Board meetings on a monthly basis and at other times as and when required.

The Company has established and properly constituted an Audit Committee and a Remuneration and Nomination Committee of the Board with formally delegated duties and responsibilities.

The Audit Committee has primary responsibility for monitoring the quality of internal financial controls and ensuring that the financial performance of the Group is properly measured and reported on. It will receive and review reports from the Group's management and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit Committee will meet not less than twice in each financial year and will have unrestricted access to the Group's auditors. Members of the Audit Committee are Mr. Gary Brukardt (as Chairman), Dr. Eugene Bauer, Mr. Joel Kanter and Lord Leonard Steinberg.

The Remuneration and Nomination Committee will review the performance of the executive directors and certain employees and make recommendations to the Board on matters relating to their remuneration and terms of employment. The Remuneration and Nomination Committee will also make recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any share option scheme or equity incentive scheme in operation from time to time. Further, the committee will lead the process for considering future appointments to the Board and make recommendations to the Board of candidates for appointment and annual election. The Remuneration and Nomination Committee will meet at least twice in each financial year and at such other times as the chairman of the committee shall require. In exercising this role, the Directors shall consider the recommendations put forward in the Combined Code. Members of the Remuneration and Nomination Committee are Dr. Stephen McMurray (as Chairman), Joel Kanter and Dr. Eugene Bauer.