Corporate Governance

CODE OF BUSINESS CONDUCT AND ETHICS

At Sarepta, we are committed to maintaining the highest standards of honest and ethical business conduct, including ensuring full, fair, accurate, timely and understandable disclosures in our public documents and reports, compliance with applicable laws, prompt internal reporting of violations of these standards and accountability for adherence to these standards. This Code reflects the business practices and principles of behavior that support this commitment.

CALIFORNIA COMPREHENSIVE COMPLIANCE PROGRAM

Sarepta maintains a comprehensive Compliance Program consistent with applicable laws, including the California Health & Safety Code sections 119400 -119402.

AUDIT COMMITTEE CHARTER

The Audit Committee, consisting of three or more directors who are deemed independent in accordance with the listing standards of the Nasdaq Stock Market ("Nasdaq"), assist the Board of Directors in the exercise of its fiduciary responsibility of providing oversight of, among other things: (a) the integrity of the Company’s financial statements, financial reporting processes, and internal accounting and financial controls, (b) the Company’s compliance with legal and regulatory requirements, (c) the independent auditor’s qualifications and independence and (d) the performance of the Company’s independent auditor.

COMPENSATION COMMITTEE CHARTER

The Compensation Committee, consisting of three or more directors who are deemed independent and meet any other eligibility requirements of NASDAQ, among other things, (a) discharges the responsibilities of the Board of Directors relating to compensation of the Company’s CEO and other executives as determined by the committee and (b) produces an annual report on executive compensation for inclusion in the Company’s annual proxy statement that complies with the rules and regulations of the Securities and Exchange Commission.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

The Nominating and Corporate Governance Committee, consisting of directors, all of whom are independent in accordance with the listing requirements of Nasdaq, is responsible for considering and making recommendations to the Board concerning the appropriate size, functions and corporate governance needs of the Board.