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:
- 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
- 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.
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.