ITEM 8.01 OTHER EVENTS.
The Company's Annual Meeting of Stockholders was held on May 28, 2008. As of the close of business on April 1, 2008, the record date for the Annual Meeting, there were 38,421,043 shares of common stock entitled to vote, of which there were 35,723,541 shares present at the Annual Meeting in person or by proxy. At the Annual Meeting, stockholders voted on five matters: (i) the election of two Class III Directors for a term of three years expiring at the 2011 Annual Meeting of Stockholders, (ii) the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2008, (iii) the approval of an amendment to the Company's 2003 Incentive Stock Plan, as amended, to increase the number of shares of common stock reserved for issuance thereunder from 4,800,000 to 5,300,000 shares, (iv) the consideration of a stockholder proposal to declassify the Board of Directors, and (v) the consideration of a stockholder proposal regarding an engagement process with the proponents of certain stockholder proposals. The voting results were as follows:
• Election of two Class III Directors for a term of three years expiring at the 2011 Annual Meeting of Stockholders

Gary A. Lyons For 27,218,907 Withheld 8,504,634 Kevin C. Gorman, Ph.D. For 31,481,827 Withheld 4,241,714

The two nominees for Class III Director were elected. Our Class I Directors, Joseph Mollica, Ph.D, Wylie W. Vale, Ph.D. and W. Thomas Mitchell, continue in office until our 2009 Annual Meeting of Stockholders. Our Class II Directors, Corinne H. Lyle, Richard F. Pops, and Stephen A. Sherwin, continue in office until our 2010 Annual Meeting of Stockholders.

• Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2008

For 34,388,279 Against 1,131,756 Abstain 203,506

The appointment of Ernst & Young LLP was ratified.

• Approval of an amendment to the Company's 2003 Incentive Stock Plan, as amended, which increases the number of shares of common stock reserved for issuance from 4,800,000 to 5,300,000 shares

For 15,678,162 Against 9,399,422 Abstain 109,986

The amendment to the Company's 2003 Incentive Stock Plan, as amended, was approved.

• Consideration of a stockholder proposal to declassify the Board of Directors

For 17,100,280 Against 8,011,694 Abstain 75,596

The stockholder proposal was approved.

• Consideration of a stockholder proposal regarding an engagement process with the proponents of certain stockholder proposals

For 13,941,016 Against 11,140,397 Abstain 106,157

The stockholder proposal was approved.

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