definiens: means a Director of the Company ( i ) who is not and has never been an oﬃcer or employee of the Company, any Aﬃliate or Associate of the Company or of an entity that derived 5 % or more of its revenues or earnings in its most recent ﬁscal year from transactions involving the Company or any Aﬃliate or Associate of the Company, ( ii ) who is not and has never been an oﬃcer, employee or director of Ciba ( except for Mr. Henri Schramek, who shall be an Independent Director ), any Aﬃliate or Associate of Ciba or of an entity that derived more than 5 % of its revenues or earnings in its an entity that derived more than 5 % of its revenues or earnings in its most recent ﬁscal year from transactions involving Ciba or any Aﬃliate or Associate of Ciba and ( iii ) who has no < PAGE > 6 aﬃliation, compensation, consulting or contracting arrangement with the Company, Ciba or their respective Aﬃliates or any other entity such that a reasonable person would regard such Director as likely to be unduly inﬂuenced by management of the Company or Ciba, respectively, but shall not include any Investor Director or Management Director