Dr. Hill currently serves as non-executive Chairman of the Board of Directors of each of Novelos Therapeutics, Inc. and Audeo Oncology Inc. In addition, Dr. Hill served for seven years with the National Health Service in the United Kingdom in General and Orthopedic Surgery. He is a Fellow of the Royal College of Surgeons of England and received his Bachelor of Medicine and Bachelor of Surgery from St. Catherine’s College at Oxford University.Upon Dr. Hill joining Targacept, the previously formed Office of the Chairman will be dissolved. “On behalf of the Board of Directors, I would like to thank publicly executive team members Jeff Brennan, Alan Musso and Pete Zorn for stepping up under challenging circumstances and helping to lead Targacept over the last several months as the CEO search was ongoing,” said Mark Skaletsky. Grant of Inducement Option Targacept has granted to Dr. Hill, effective as of his first day of employment with Targacept (or, if NASDAQ is closed for trading on his first day, on the first day thereafter on which NASDAQ is open for trading), an option to purchase 400,000 shares of Targacept’s common stock at an exercise price per share equal to the closing price of Targacept’s common stock on the grant date as reported by NASDAQ. This grant was approved by both the Compensation Committee of Targacept’s Board of Directors and the full Board of Directors and made as an inducement material to Dr. Hill entering into employment with Targacept as contemplated by NASDAQ Listing Rule 5635(c)(4). The stock option, which has a 10-year term, vests and becomes exercisable as to 25% of the underlying shares on December 31, 2013 and as to the remaining underlying shares ratably thereafter on the last day of twelve (12) consecutive calendar quarters, subject in each case to Dr. Hill’s continuous service with Targacept through the applicable vesting date. The unvested portion of the stock option is subject to acceleration and full vesting if the employment of Dr. Hill is terminated without “just cause” or if he terminates his employment for “good reason,” in each case within 12 months following, or in connection with but prior to, a “change in control” (as all such terms are defined in Dr. Hill’s employment agreement with Targacept) of Targacept.
Targacept is providing this information in accordance with NASDAQ Listing Rule 5635(c)(4).About Targacept Targacept is developing a diverse pipeline of innovative NNR Therapeutics™ for difficult-to-treat diseases and disorders of the nervous system. NNR Therapeutics selectively modulate the activity of specific neuronal nicotinic receptors, unique proteins that regulate vital biological functions that are impaired in various disease states. Targacept’s clinical pipeline includes multiple Phase 2 product candidates, all representing first-in-class opportunities. Targacept leverages its scientific leadership and diverse pipeline to attract significant collaborations with global pharmaceutical companies. For more information, please visit www.targacept.com. TARGACEPT Building Health, Restoring Independence® Forward-Looking Statements This press release includes “forward-looking statements” made under the provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements other than statements of historical fact regarding, without limitation, the medical benefits of Targacept’s the portfolio of clincial-stage product candidates, the ability of Targacept to create stockholder value, and Targacept’s plans and expectations. Actual results, performance or experience may differ materially from those expressed or implied by any forward-looking statement as a result of various important factors, including without limitation Targacept's critical accounting policies and risks and uncertainties relating to: the conduct and results of clinical trials and non-clinical studies and assessments of Targacept product candidates; whether positive findings from Targacept’s completed clinical trial of TC-5619 in patients with schizophrenia will be replicated in ongoing or potential future clinical trials of TC-5619; the impact of AstraZeneca's restructuring initiatives in neuroscience research and development announced in February 2012; the control or significant influence that AstraZeneca has over the development of AZD3480 and AZD1446, including as to the timing, scope and design of any future clinical trials and as to the conduct at all of further development of AZD1446 or of AZD3480 beyond the ongoing trial in mild to moderate Alzheimer's disease; Targacept’s ability to establish additional strategic alliances, collaborations or licensing or other comparable arrangements on favorable terms; Targacept's ability to protect its intellectual property; and the timing and success of submission, acceptance and approval of regulatory filings. Risks and uncertainties that Targacept faces are described in greater detail under the heading "Risk Factors" in Targacept's most recent Annual Report on Form 10-K and in other filings that it makes with the Securities and Exchange Commission. As a result of the risks and uncertainties, the results or events indicated by the forward-looking statements may not occur. Targacept cautions you not to place undue reliance on any forward-looking statement.
In addition, any forward-looking statement in this press release represents Targacept’s views only as of the date of this press release and should not be relied upon as representing its views as of any subsequent date. Targacept disclaims any obligation to update any forward-looking statement, except as required by applicable law.NNR Therapeutics™ and Building Health, Restoring Independence® are trademarks or service marks of Targacept, Inc. Any other service marks, trademarks and trade names appearing in this press release are the properties of their respective owners.