Guidelines for Incentive Pay

With effect from 1 July 2007, section 69b of the Danish Companies Act stipulates that the Board of Directors of a listed company must lay down general guidelines for incentive pay to its members of the Board of Directors and Management before any specific agreements to this effect can be made. These guidelines must be considered and adopted by the Company's general meeting.

At the general meeting held on 14 March 2008, the Company adopted general guidelines for incentive pay to the members of the Board of Directors and Management.

Board of Directors

Members of the Board of Directors receive a fixed annual fee. The Chairman of the Board of Directors and the Chairman of the Audit Committee receive a supplement to the fixed annual fee. In addition to the fixed annual fee, the members of the Board of Directors are annually granted a fixed number of warrants. The estimated present value of warrants granted in a given financial year may be up to 100% of the fixed annual fee to the individual member of the Board of Directors. The estimated present value is calculated in accordance with the International Financial Reporting Standards (IFRS). The general terms and conditions applying to the grant, vesting, exercise, etc of the warrants must be within the general terms and conditions applying if warrants are to be granted to members of the Management, cf. below, and which also apply to other employees in the Company who have been granted warrants.

Upon election, each member of the Board of Directors may decide to exchange the fixed number of warrants for an additional annual fee.

The aggregated annual fees, the supplemental and additional annual fees, and warrants granted are disclosed in the Annual Report and subsequently approved at the Annual General Meeting.

Management

The Compensation Committee performs an annual review of the remuneration package paid to members of the Management.

The remuneration paid to members of the Management consists of a fixed and a variable part. The fixed pay consists of cash salary, pension contribution, and other benefits.

As an element of the variable pay, members of the Management may receive an annual bonus, subject to achievement of certain benchmarks. The bonus proportion varies among the members of the Management, but it is subject to a target on 100% of the fixed annual cash salary. The actual bonus paid to the members of the Management is disclosed in the Annual Report at an aggregated level. At the date of adoption of these guidelines, the bonus benchmarks comprise primarily the progress in the Company's development of its product candidates, but they may be changed by the Board of Directors.

Another element of the variable pay is made up of new warrants and is intended to ensure that the Management's incentive correlates with creation of shareholder value. The estimated aggregated present value of new warrants granted in a given financial year to the members of the Executive Management may be up to 100% of the aggregated fixed annual cash salary to the member of the Management. The estimated present value is calculated in accordance with the International Financial Reporting Standards (IFRS). The grant of new warrants may or may not be subject to achievement of defined benchmarks. The exercise price of the new warrants cannot be less than the market price of the Company's stock at the date of grant. The new warrants may have a maximum term of up to 7 years and the exercise of the new warrants may be subject to a vesting period of up to 4 years. New warrants may be granted on such terms that the gain is taxed as share income while the costs of the grant are not tax deductible for the Company. The number of new warrants granted to each member of the Management and their estimated present value is disclosed in the Annual Report.