Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As disclosed previously in our Current Report on Form 8-K filed on February 13, 2012, on February 7, 2012, the Compensation Committee (the "Compensation Committee") of our Board of Directors adopted the Optimer Pharmaceuticals, Inc. Incentive Compensation Plan (the "Plan"). On April 30, 2012, the Compensation Committee approved corporate goals under the Plan for 2012. The 2012 corporate goals relate to the continued commercialization of DIFICIDŽ, including specified levels of net product sales, executing on our fidaxomicin market entry and launch strategy for key international markets, progress in research and development to meet regulatory requirements and to support label expansion and life cycle management of DIFICID, and advancement in our business development and financial management efforts.

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