Clawback Policy

If Ionis is required to prepare an accounting restatement due to the material noncompliance of Ionis, as a result of misconduct, with any financial reporting requirement under the securities laws, Ionis’ Chief Executive Officer and Chief Financial Officer shall reimburse Ionis for:

1. any bonus or other incentive-based or equity-based compensation received by that person from Ionis during the 12-month period following the first public issuance or filing with the Securities Exchange Commission (whichever first occurs) of the financial document embodying such financial reporting requirement; and


2. any profits realized from the sale of Ionis’ securities during that 12-month period.

Notwithstanding the foregoing, the Securities Exchange Commission may exempt any person from the application of this executive recoupment policy, as it deems necessary and appropriate.

Policy Updates:

If and when, the Securities Exchange Commission adopts implementing regulations under Section 954, “Recovery of Erroneously Awarded Compensation” under the The Dodd-Frank Wall Street Reform and Consumer Protection Act, Ionis’ Nominating Governance and Review Committee will promptly adopt appropriate updates to this policy to comport with such implementing regulations.