A. Receive regular reports from the Company’s senior management risk management committee on risks presented by the Company’s operations and the systems and processes that have been implemented to identify, mitigate and manage those risks.

B. Review and evaluate the Company’s practices regarding risk identification, mitigation and management involving activities outside the scope of risks addressed by the Audit and Compensation Committees. Examples of areas of oversight include:

1. manufacturing operations, supply chain management, and related quality control systems;
2. compliance with health care laws and regulations, including financial interactions with health care providers, advertising and promotional practices, and product price reporting;
3. legal aspects of international operations, including Foreign Corrupt Practices Act compliance;
4. conduct and reporting of human and animal subject research and product safety reporting;
5. privacy and data security and protection;
6. antitrust and responses to competition;
7. compliance with environmental and health and safety laws and regulations;
8. human resources matters, including adequacy of resources and compliance with Company policy; and
9. public policy, social responsibility, and general reputation.

C. Coordinate with the Audit and Compensation Committees of the Board to assure that the corporate risks those committees monitor are coordinated with the work of the Risk Oversight Committee and integrated into a comprehensive enterprise risk management system. This system shall include methods for determining enterprise risk appetite/tolerance, instilling risk awareness across the Company and establishing mechanisms for anticipating emerging risks.

1. To retain, compensate with Company funds, and terminate any outside legal, accounting or other advisors as the Risk Oversight Committee may deem appropriate in its sole discretion to discharge its duties; and
2. To delegate any of its responsibilities to subcommittees of the Risk Oversight Committee as it may deem appropriate in its sole discretion.

1. The Risk Oversight Committee shall meet as often it deems appropriate but at least 3 times a year. A majority of the members of the Risk Oversight Committee or any subcommittee thereof shall constitute a quorum for meeting purposes;
2. Once a quorum is established, action may be taken by the Risk Oversight Committee or any subcommittee thereof upon the affirmative vote of a majority of the members present;
3. The Chairperson of the Risk Oversight Committee may call a meeting of the Risk Oversight Committee upon due notice to each other member at least forty-eight hours prior to the meeting (provided that participation in any meeting shall be deemed a waiver of any deficiency in such notice); and
4. Action may be taken by the Risk Oversight Committee or any subcommittee thereof without a meeting if all of the members of the Committee or such subcommittee indicate their approval thereof in writing.

Adopted April 27, 2010