In January 2014, our executive leadership team recommended to the Compensation Committee of our board of directors that our company’s performance against 2013 goals be assessed at the “below Infinity threshold standards” level. The Compensation Committee agreed with the executive leadership team’s recommendation, noting that while the company had made progress in advancing the development of IPI-145 and strengthening its financial foundation, it would not be appropriate to assess the company’s performance at a level higher than “below Infinity threshold standards” because of the discontinuation of retaspimycin hydrochloride, extension of the Phase 2 study of IPI-145 in patients with asthma into 2014, and extending timelines for filing an IND for IPI-443 into 2014. Below is a full list of the events considered by our executive leadership team and Compensation Committee in their assessment of company performance against 2013 goals: • completing a successful public offering in which we raised over $172 million in gross proceeds in December 2012; • optimizing our relationship with Millennium: The Takeda Oncology Company and Takeda Pharmaceutical Company Limited (collectively, Millennium) through the amendment and restatement of our development and license agreement with Millennium in December 2012; • advancing our PI3K program, including initiating a Phase 2 study evaluating IPI-145 in patients with indolent non-Hodgkin lymphoma, or iNHL, and a Phase 3 study evaluating IPI-145 in patients with chronic lymphocytic leukemia, or CLL, and continuing to progress a Phase 2 study of IPI-145 in rheumatoid arthritis, or RA, and completion of IND-enabling toxicology studies of IPI-443 as our next PI3K development candidate; • reporting additional encouraging data from our Phase 1 study of IPI-145 in patients with advanced hematologic malignancies at the 2013 Annual Meeting of the American Society for Clinical Oncology in June and at the 2013 Annual Meeting of the American Society for Hematology in December; • discontinuing development of retaspimycin hydrochloride; • continuing our Phase 2a study of IPI-145 in patients with mild asthma into 2014; • extending our timelines for filing an investigational new drug application, or IND, for IPI-443 into 2014; and • expanding our internal operational capabilities through strategic hires within our senior leadership team, including the hire of David Roth who was recently promoted to Chief Medical Officer. Based on the Compensation Committee’s assessment of 2013 company performance at “below Infinity threshold standards” and in accordance with the company’s established 2013 guidelines, our contingent cash compensation program was not funded for 2013 and our merit stock option program was funded only for non-executive officers |