Brain

Audit Committee

The Audit Committee is comprised of Mr. Kriebel (Chairman), Mr.Young and Dr. Evnin.

The Audit Committee is responsible for the oversight of:  our accounting and financial reporting principles and policies and our internal controls and procedures; our financial statements and financial information to be provided to our stockholders; the independence, qualifications and performance of our independent auditors and the independent audit; our disclosure controls and procedures and our code of conduct; the review of the financial, investment and risk management policies that we follow in operating our business activities; and our compliance with legal and regulatory requirements.  Our independent auditor reports directly to the Audit Committee and the Audit Committee is directly responsible for the appointment, compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting).  The Audit Committee also has the authority to retain independent legal, accounting or other advisors.  The Audit Committee has established procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.  The Audit Committee works closely with management as well as with our independent auditors.  The Audit Committee operates pursuant to a charter, which has been duly adopted by the Board of Directors.  

AUDIT COMMITTEE CHARTER