 and oversight. Our independent directors meet at
regularly scheduled executive sessions without members of management.

Board Committees

Presently, the Board has four standing committees  the Audit Committee, the Compensation and Stock Option Committee (the
Compensation Committee), the Corporate Governance and Nominating Committee (the Corporate Governance Committee), and the Strategic Transactions Committee  as well as a single-member committee established under the
companys 2001, 2004 and 2006 equity incentive plans and the Companys 2012 Commencement Incentive Plan. The Board created the Strategic Transactions Committee in March 2009 as an ad hoc committee with direction to consult with
management and advise the full Board on various corporate initiatives, such as the acquisition of substantially all of the operating assets of Stem Cell Sciences plc, which the company completed in April 2009. In June 2010, however, the Board
reconstituted the Strategic Transactions Committee, which Mr. Greer currently chairs, as a standing committee of the Board. All members of the Audit Committee, the Compensation Committee, and the Corporate Governance Committee are, and are
required by the charters of the respective committees to be, independent as determined under Nasdaq Listing rules.

Audit Committee. The Audit Committee is composed of Mr. Bjerkholt and Drs. Schwartz and Levy. The Audit
Committee held four meetings during the fiscal year ended December 31, 2012. The primary function of the Audit Committee is to assist our Board in fulfilling its oversight responsibilities. The committee does this primarily by reviewing our
financial reports and other financial information as well as the companys systems of internal controls regarding finance, accounting, legal compliance, and ethics that management and the Board have established. The committee also assesses our
auditing, accounting and financial processes more generally. The Audit Committee meets quarterly, and at such other times as it finds necessary. It recommends to our Board the appointment of a firm of independent auditors to audit the financial
statements of the company and meets with such personnel of the company to review the scope and the results of the annual audit, the amount of audit fees, the companys internal accounting controls, the companys financial statements
contained in this proxy statement and other related matters. Each of the members of the Audit Committee is independent, and the Board has determined that Mr. Bjerkholt is an audit committee financial expert,
and oversight. Our independent directors meet at 
 regularly schedule executive session without members of management. 

 Board Committees 

 Presently, the Board has four stand committees  the Audit Committee, the Compensation and Stock Option Committee (the 
 Compensation Committee), the Corporate Governance and Nominating Committee (the Corporate Governance Committee), and the Strategic Transactions Committee  as well as a individual - member committee established under the 
 companys 2001, 2004 and 2006 fairness bonus plans and the Companys 2012 Commencement Incentive Plan. The Board created the Strategic Transactions Committee in March 2009 as an ad hoc committee with commission to consult with 
 management and advise the full Board on diverse corporate initiatives, such as the acquisition of substantially all of the operating asset of Stem Cell Sciences plc, which the company completed in April 2009. In June 2010, however, the Board 
 reconstituted the Strategic Transactions Committee, which Mr. Greer presently chairs, as a standing committee of the Board. All members of the Audit Committee, the Compensation Committee, and the Corporate Governance Committee are, and are 
 required by the charters of the respective committee to be, independent as determined under Nasdaq Listing rules. 

 Audit Committee. The Audit Committee is composed of Mr. Bjerkholt and Drs. Schwartz and Levy. The Audit 
 Committee held four meeting during the fiscal year ended December 31, 2012. The primary function of the Audit Committee is to assist our Board in carry through its supervision responsibilities. The committee does this primarily by reviewing our 
 financial reports and other fiscal information equally well as the companys systems of internal command involve finance, accounting, legal compliance, and ethics that management and the Board have build. The committee also assesses our 
 auditing, accounting and financial process more generally. The Audit Committee meets quarterly, and at such other times as it finds necessary. It commend to our Board the appointment of a firm of independent auditors to audit the financial 
 statement of the company and touch with such personnel of the company to review the scope and the results of the annual audit, the sum of audit fees, the companys internal accountancy controls, the companys financial statements 
 contained in this proxy affirmation and other related matters. Each of the member of the Audit Committee is independent, and the Board has determine that Mr. Bjerkholt is an audit committee financial expert,
 anf oversight. Our independtnt directors meej qt
regunarly achedulea executive sessions without mwmberw of management.

Board Cummittees

Iresently, the Voard has hkur stakbing dlmmictxes  the Audit Gommittee, tve Compensatiot xnb Stock Option Committee (the
Compensaeion Cokmlttee), the Corpjratt Gjverhance and Nominating Committee (the Corporete Governance Vommittee), and the Strategif Trwnsactions Committfe  as well as w single-membef committet zstablished under the
companys 2001, 2004 and 2006 equith inczntive planw qnd jhe Companys 2012 Comiencement Ingvntive [lan. Thr Board createc tie Srrategic Transactions Committee in Marcr 2009 as an dd hoc committee wirh direwtiot to xonrulu wmth
janagelenv and adviss the full Voard on various cotpjgste initiatibes, sush as the acquisition of substantially aln or the operating assets if Stem Cell Sciences plc, whicr the company completed in April 2009. In June 2010, howeves, the Coaxe
recovwtltuted the Strategic Transactions Committee, wrjcn Kr. Greer currektly chairs, as a syajdogg committee uf the Bozrd. All members of the Auqit Cimmittee, uhe Cpmpensation Committee, and tye Corporate Tovernance Committze are, and axe
requored ny the charters of the xespecfive commithees to bs, independent as aetvrmited under Nasdaq Listing rtles.

Audit Comkittee. Ghe Sudit Sommittee ls composed of Mr. Bjerkhllt aud Drv. Schwartz and Levy. The Audit
Committee held four meetinbs duging the yiscal year ended Dqcember 31, 2012. The krimary fbnctiov of the Aldit Commmttee is to wssist our Bodtd in fulfillmng its odersught responrkbilities. The vommittee does this primarily by revicwing kur
financial re'utrs and other fonavciwl iiformwdion as well as ghe vompavys sysuzms uf imternal controls regdrdihg finance, accountonn, legal cimpliancq, and ethics yhat management anf the Boerd hafe gstablished. The committee also zssesses lur
wuditing, accjuntlng wnd financnal processes more generally. The Audit Cimmittee meets quaeterly, and at such puher times as it fynds necevsary. It recommends ro our Board the sppointment of a firm of ingepenfent auditors to audit the financial
statements of the company and meets wuth surh personnel kf tne cokpcny to rediew vhe scope and the results of the annual audit, thx amount ox cudit fees, the companys intermau accounting zontrols, the companys fihancial xtatements
contained in this procy statement and other rclated marters. Each of tie members of the Aucit Cokmittwe is ibdepcndent, and the Bosrf has detfrmiied that Mr. Bjerkholt is an audit cimmittwe financial experv,
and oversight. Our independent directors meet at executive without members management. Board Committees standing  the Audit the Compensation and Option Committee (the Compensation Committee), the Governance and Nominating Committee (the Corporate Governance Committee), and the Strategic Transactions Committee as well as a single-member committee established under the companys 2001, 2004 and equity plans the 2012 Commencement Incentive Plan. The Board created the Strategic Transactions Committee in March 2009 as an hoc committee with direction to consult with management advise the full Board various corporate initiatives, such as acquisition substantially all the assets Stem Cell Sciences which the company completed in April 2009. In June 2010, however, the Board reconstituted the Strategic Transactions which Mr. chairs, as standing of Board. All members Audit Committee, the Compensation Committee, and Committee are, and are required by the charters the respective to be, independent as determined under Listing rules. Audit Committee. The Audit Committee is of Mr. Bjerkholt and Drs. Schwartz and Levy. The Audit Committee held four meetings during year ended December 31, The primary function the Committee to our Board fulfilling its oversight responsibilities. The committee does this primarily by reviewing financial reports and other financial information as well as the of controls regarding finance, legal compliance, and ethics management the Board have established. also our financial more The Audit Committee meets and at such other times it finds necessary. It appointment of a firm of independent auditors to the financial statements of the company and with such personnel of the company to review the scope and the of the the amount of audit fees, the companys internal controls, the companys financial contained in this proxy statement and other related matters. of members of Audit Committee is and the Board determined that Mr. an audit financial
 and oversight. Our independenT directors Meet aT
reGulArLy scHeduLed executive seSSionS without members of managEment.

boARd CoMMiTtees

presentLY, tHE boaRd HaS foUr STaNding ComMittees  The Audit CoMmiTtEe, the CompensATiOn and Stock optIon Committee (The
compenSaTioN commiTteE), the COrporaTE GoverNance and NOmINating cOmmitteE (THe corpOrate Governance CoMMiTTee), and the StratEgic TrAnSAcTIOns comMittee  as weLl As a siNGle-membER cOMMIttEE established uNder the
compANys 2001, 2004 And 2006 equItY inCEntive Plans AnD The companys 2012 ComMencEment InceNtive PLAn. The BoARd creatEd the STraTegIc TrANsAcTioNs cOmmITtEe iN marCh 2009 as an ad HoC cOmmitTee wITH DIrecTioN to cOnsulT with
managemeNt aNd adVIse The fuLl BoaRd on VaRious CorporAte inItIatives, such as thE acqUisition oF suBsTanTiAlly aLL of the OpeRatIng asseTs of SteM celL SCIENcEs plc, which the compaNy COMpLeted in APril 2009. In jUnE 2010, hOWever, the boArd
RecoNSTitutEd thE stRategic TRansacTIoNs committEe, Which MR. GReeR cuRrentLY chaIrs, as a Standing CommiTTee of the Board. ALL members of the aUdIT coMMittEe, tHe CompensatIon COMmitTee, aND tHe CORporaTe GovErNAnCE Committee are, and are
ReQuired By the Charters of the Respective COMMittees tO be, iNDePEndent as determIned uNder Nasdaq lIsting ruLes.

AuDit CommiTtee. The AuDIT CommittEe iS coMpoSed OF mr. bjerkholt and DRS. schwArTz and LeVy. THe Audit
comMitTee HelD fOur meetinGs during ThE fIsCaL yeAr endED DecembeR 31, 2012. THe pRiMarY funcTIon of tHe AudIt CoMmItTEe iS to assiST oUR boarD iN fUlfiLliNg Its ovErsiGHt rEsponsiBilities. THe cOMmitTeE dOes this Primarily by reViEwing our
fiNaNciAl repoRTS and otheR financial information as WEll as thE coMpanyS sysTems of intErnAl contRolS RegardIng finAnce, aCcOunTINg, legAL CoMplIaNce, and ethiCS ThaT manaGeMent And the BOard have establisheD. the Committee also AssEsseS OUr
AudITiNG, acCoUNtiNG And financial proCesses more GeNErAlly. The AudIT CoMmIttee meEts quarTerly, ANd at sucH other timEs as it finDs NeceSSAry. it recommenDs to our BOard the apPOintmENt Of a fiRm oF indepEnDenT audiTors to AUdiT the fInanciAl
StatemEnts oF tHe companY and meets with such personNel of tHe comPanY to review The SCopE and the reSultS of the annuAl aUdiT, the aMouNT of auDit fEEs, The COmpanYs inTErnal accoUNtIng CONtRols, the compANYS fiNanciAl sTAtemenTs
coNtained in this proxY Statement and otHer rELAteD maTTers. eaCh of the members Of tHe aUDit CommiTtEe is indepenDent, and tHe bOard hAs deteRmined That Mr. BJERkHOlt is aN audIt cOmmittee fInaNcIAl experT,
 and oversight. Our indepe ndent dire ctors  me etat 
reg ular ly scheduled e x ecut ive sessions without m ember so f ma n ag ement .

Boar d  C o m mit te es 

P re s en tly,the  Boardhas four s tan di ng committee s    the Audit  Co mmittee, the  Co mpensa ti ona nd St ock  Opti on Com m ittee(the
Com pe n sation Committ e e ) , th e Corporate Gover n an c e and Nominati ng Com mi t te e (th e  CorporateGo verna n ce Comm i tt e e  ),a nd the Strate gic Transac t ion s Comm it tee  as w ell a sa  si ngle-member  com mittee es tablis h ed unde r  the
co mpany s 2 001 , 20 0 4an d 2 00 6  eq u it y i n cen tive pla ns  a nd th e Co m p a n ys201 2 Co mmenc ement Incenti vePlan .  Th e Boa rd cr eate dthe S trateg ic Tr an sactions Commit teein March200 9asan  ad h o c comm itt eewith di rection toco n s u lt  with
management a nd a dv ise thefull B o ar do n variou scor pora t e  init iati v es , such a s thea cq ui sitionof  subst an tia lly  allo f th e oper ating as setso f Stem Cell Sc i ences plc, wh i ch t he comp any  completedin A p ril2009 .  I n J u ne 20 10, h ow e ve r , the Board
reconst it uted t he St rategic Trans actions Co m m i ttee, wh ichM r. Greer currentl y cha irs, as as tandingcommi ttee ofthe Board . All memb ers  of  th e A u d it  Committee, t h e  Com pe nsation  Co mmittee , a ndthe  Co rp orate Gov ernanceCo mm it te e a re, a n d are
re qu ire dbythe c h arters  of t he r es pe c tiv e commi t te e s  tobe ,inde pen de nt as  det e rmi ned und er Nasdaq  Li s ting  r ul es.

Au dit Committee .The AuditCo mmi ttee i s composed  of Mr. Bjerkholt and D r s. Schw art z and  Lev y. The Au dit 
Commi tte e  heldfour m eetin gs  du r i ng th e fi sca lyear ended D ece mber31 , 20 12. The  primary functiono f t he Audit Comm itt ee i s to  as s is t  ou rB oar d in fulfilling i ts oversig ht re sponsibili t ies .The com mitteedoest his pri marily by  reviewin gourf i nan cial repor ts and o ther fina n ciali nf ormat ion  as we ll  as  thecompan y ssyste ms ofin ternal  cont ro ls regar ding finance, accountin g, leg al co mpl iance, an d e t hic s that ma nage ment and t heBoa rd ha vee stabl ishe d .The commi ttee also asse s se s o u r 
a uditing, ac c o u nti ng an d f i nancia l pr ocesses more gene r ally. The Audi t Co m m itt eem eets  q uarterly, andatsu c h  other t im es as it fi nds nece ss a ry. I t reco mmends  to our B oa r d theappo int ment of a  fi rm of inde pe nd e nt aud itor sto aud it the fina n c ial
statements o f the c ompan y  an d mee ts  with s u ch p ersonnel o f the compa ny torevi ew th e scope  a nd the  re su lts of the annual au dit,the amo un t of  au dit fe es,t h e com pany s  in ternal ac c o un t in gc ont rols , the  c ompa nys fina n cial sta tem e nts
con ta ine d in thi s  p r o xy stateme ntand o t h er related matt e rs .  Each  of th e memb ers oft heAu dit Com mit t e e is inde pendent,a ndth e Bo ard hasde term in edth at Mr. Bjerkhol t is anaudit c o m mittee  fi n anci a l expe rt ,
 and_oversight. Our_independent directors meet at
regularly_scheduled executive_sessions_without members_of_management.

Board Committees

Presently, the_Board has four_standing committees  the_Audit Committee, the_Compensation_and Stock Option Committee (the
Compensation Committee), the Corporate Governance and Nominating Committee (the Corporate_Governance_Committee), and_the_Strategic_Transactions Committee  as well_as a single-member committee established_under the
companys_2001, 2004 and 2006 equity incentive plans and_the_Companys 2012 Commencement_Incentive Plan. The Board created the Strategic Transactions Committee_in March 2009 as an ad_hoc committee with_direction_to_consult with
management and advise_the full Board on various corporate_initiatives, such as the acquisition of_substantially all of the operating assets of_Stem Cell Sciences plc, which the_company completed in April 2009._In June_2010, however, the Board
reconstituted the_Strategic Transactions Committee,_which Mr._Greer currently chairs,_as a standing committee of the_Board. All members_of the Audit Committee, the Compensation_Committee,_and the Corporate_Governance_Committee_are, and_are
required by the_charters_of the_respective_committees to be, independent as determined_under_Nasdaq Listing rules.

Audit Committee. The Audit Committee_is composed of Mr._Bjerkholt_and Drs. Schwartz and_Levy. The Audit
Committee held four_meetings during the fiscal year ended_December 31,_2012. The_primary function of the Audit Committee is to assist our Board_in fulfilling its oversight responsibilities. The_committee does this primarily_by reviewing_our
financial_reports and other_financial_information as_well as the companys systems of internal_controls regarding_finance, accounting, legal compliance, and ethics_that management and the_Board_have established. The committee also assesses_our
auditing, accounting and financial processes more_generally. The Audit Committee meets_quarterly,_and_at such other times as_it finds necessary. It recommends to_our Board the_appointment of a firm of independent auditors_to_audit the financial
statements of the company_and_meets with such personnel of the_company_to_review the scope and the_results of the annual audit, the_amount of audit fees, the companys internal accounting controls,_the companys financial_statements
contained in this proxy statement_and_other_related matters. Each of the members of the Audit Committee_is independent,_and the Board_has determined that Mr. Bjerkholt is an audit committee financial_expert,