Corporate Governance

Emisphere’s business is managed by a Board of Directors. It is the paramount duty of the Board of Directors to oversee the Chief Executive Officer and other senior management in the competent and ethical operation of the Company and to assure that the long-term interests of the stockholders are being served. To satisfy this duty, Emisphere’s directors take a proactive, focused approach to their position, and set standards to ensure that the Company is committed to business success through maintenance of the highest standards of responsibility and ethics. The Board of Directors is kept advised of Emisphere’s business through regular verbal or written reports, Board of Directors meetings, and analysis and discussions with the Chief Executive Officer and other officers of the Company.

Members of the Board of Directors bring to Emisphere a wide range of experience, knowledge and judgment. These varied skills mean that governance is far more than a “check the box” approach to standards or procedures. The Company’s governance organization is designed to be a working structure for principled actions, effective decision-making and appropriate monitoring of both compliance and performance.

Board of Directors

Stephen K. Carter, M.D., a Director of the Company since 2003, is the former Senior Vice President, Clinical and Regulatory Affairs, of Sugen, Inc. (ownership of Sugen has since passed to Pfizer, Inc. as part of its acquisition of Pharmacia in April 2003). Dr. Carter previously was the Senior Vice President, Research and Development of Boehringer Ingelheim Pharmaceuticals, Inc., now independently owned. Prior to this, he served 13 years at Bristol-Myers Squibb Co., including, as its Senior Vice President, Worldwide Clinical Research and Development. Dr. Carter is a former Deputy Director at the National Cancer Institute (NCI)’s Division of Cancer Treatment and is a member of the American Society of Clinical Oncology. He received his Medical Doctorate from New York Medical College. He is currently a member of the boards of directors of Alfacell Corporation, Achillion Pharmaceuticals, Inc., Cytogen Corporation, Sopherion Therapeutics, Inc., and Vion Pharmaceuticals, Inc.

John D. Harkey, Jr., a Director of the Company since 2006, is Chairman of the Board of Directors and Chief Executive Officer of Consolidated Restaurant Companies, Inc. Mr. Harkey also serves on the Board of Directors and Audit Committees of Leap Wireless International, Inc., Pizza Inn, Loral Space & Communications, Inc., and Energy Transfer Partners, L.L.C. He also serves on the President’s Development Council of Howard Payne University, and on the Executive Board of Circle Ten Council of the Boy Scouts of America. Mr. Harkey is one of the managing directors of Cracken, Harkey & Company, L.L.C., a private equity firm based in Dallas, Texas. Mr. Harkey obtained a B.B.A. with honors and a J.D. from the University of Texas at Austin, and an M.B.A. from Stanford University School of Business.

Michael V. Novinski, President and Chief Executive Officer of Emisphere, was elected to the Board in May 2008. Previously, Mr. Novinski was President of Organon USA, and Executive Vice President of Operations and Marketing for Organon International. He served on the Board of Directors for Pharmaceutical Research and Manufacturers of America from 2004 through 2008. Mr. Novinski received his B.S. in Biology from Washington and Jefferson College.

Howard M. Pack has been a Director of the Company since its inception in 1986 and served as Executive Vice President of Finance from the Company's inception until his retirement in October 1988.

Mark H. Rachesky, M.D., a Director of the Company since 2005, is the founder and President of MHR Fund Management LLC. He previously held the position of managing director and acting chief investment advisor of Icahn Holding Corporation. He serves as a director of Neose Technologies and NovaDel Pharma Inc. Dr. Rachesky is a graduate of Stanford University School of Medicine and Stanford University Business School. He received his B.S. from the University of Pennsylvania.

Michael Weiser, M.D., Ph.D., a Director of the Company since 2005, is currently founder and co-chairman of Actin Biomed, a New York based healthcare investment firm advancing the discovery and development of novel treatments for unmet medical needs. Prior to joining Actin Biomed, Dr. Weiser was the Director of Research at Paramount BioCapital where he was responsible for the scientific, medical and financial evaluation of biomedical technologies and pharmaceutical products under consideration for development. Dr. Weiser completed his Ph.D. in Molecular Neurobiology at Cornell University Medical College and received his M.D. from New York University School of Medicine. He performed his post-graduate medical training in the Department of Obstetrics and Gynecology at New York University Medical Center. Dr. Weiser also completed a Postdoctoral Fellowship in the Department of Physiology and Neuroscience at New York University School of Medicine and received his B.A. in Psychology from University of Vermont. Dr. Weiser currently serves on the board of directors of Manhattan Pharmaceuticals, Inc, Chelsea Therapeutics International, Ltd., Emisphere, Hana Biosciences, Inc., Ziopharm Oncology, Inc. and Vioquest Pharmaceuticals, Inc. as well as several privately held companies.

Code of Ethics for Directors

The Board of Directors (the “Board”) of Emisphere, (“Emisphere”) has adopted a Code of Business Conduct and Ethics (the “Code”) for members of the Board. The members of the Board acknowledge and accept their role as a strategic asset of Emisphere, measured by the contributions made collectively and individually toward the long-term success of the enterprise.

The members of the Board are expected to carry out their duties with integrity and within the scope of their authority, as set forth in Emisphere’s By-Laws. Directors are entrusted with the oversight of Emisphere’s assets and business affairs. The Board’s key responsibilities include: knowing and understanding Emisphere’s business; providing intellectual capital; establishing high standards and goals for executive management; enhancing decision-making by bringing knowledge, rigorous analysis and constructive engagement to the process; energizing the leadership team by empowering and holding management accountable and responsible for operating within a high performance framework; helping to attract top leadership talent; constructively engaging in strategic issues through both attention and involvement; creatively linking executive management’s compensation to the creation and enhancement of shareholder value; and acting within the bounds of the authority conferred upon them and making informed decisions and policies in the best interest of Emisphere and its shareholders.

In carrying out these responsibilities, Board members will:

1. Comply with all applicable laws, rules and regulations of federal, state, provincial and local governments, and all other applicable private and public regulatory agencies.
2. Engage in honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships.
3. Promote full, fair, accurate, timely and understandable disclosure in reports and documents that the Emisphere files with, or submits to, the Securities and Exchange Commission and in other public communications made by Emisphere.
4. Act in the best interests of, and fulfill their fiduciary obligations to Emisphere’s shareholders.
5. Act in good faith, responsibly and with due care, with competence and diligence, without misrepresenting material facts or allowing one’s independent judgment to be subordinated.
6. Act with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships.
7. Proactively promote and be an example of ethical behavior as a responsible partner among peers, in the work environment, and the community. Disclose potential conflicts of interests, promote ethical behavior, and promote an environment that encourages openness and candor and the reporting of observed illegal or unethical behavior.
8. Share information with fellow Directors as appropriate, to ensure proper conduct and sound operation of the Board, collectively.
9. Exercise sound business judgment and practical wisdom, based on experience and expertise.
10. Share knowledge and maintain skills important and relevant to stakeholders’ needs; work effectively with others through mutual respect.
11. Respect the confidentiality of information relating to the affairs of Emisphere acquired in the course of service as Director, except when authorized or otherwise legally required to disclose such information; confidential information acquired in the course of one’s work will not be used for personal advantage.
12. Promptly report to Emisphere’s legal counsel and/or the Chairman of the Audit Committee any conduct that the individual believes to be a violation of law or business ethics or of any provision of the Code of Business Conduct and Ethics, including any transactions or relationship that reasonably could be expected to give rise to such a conflict.
13. Determine appropriate actions to be taken in the event of violations of this Code.

A Director who has concerns or questions regarding compliance with this Code should raise those concerns with the Chairman of the Board and the Chair of the Audit Committee, who will determine what action should be taken to address the concern, and will also cause this Code to be enforced. Directors will sign a confirmation that they have read and will comply with this Code. Any waiver of this Code may be made only by the Board and will be promptly publicly disclosed. Directors are encouraged to bring questions about particular circumstances that may involve one or more of the provisions of this Code to the attention of the Chair of the Audit Committee, who may consult with legal counsel as appropriate.

Contacting the Board of Directors
Stockholders wishing to contact the Board of Directors online should address inquiries to: BoardofDirectors@emisphere.com