**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

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**Form 10-K/A**

**(AmendmentNo. 1)**

**x**                              ANNUALREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1933

**Forthe fiscal year ended December 31, 2006**

**or**

**o**                                 TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934

**Forthe transition period from                      to                      **

**Commissionfile number 1-19131**

**MedImmune, Inc.**

(Exact name of registrantas specified in its charter)

| **Delaware**                     |   | **52-1555759**       |
|----------------------------------|--------|----------------------|
| (State or other  jurisdiction of |   | (I.R.S. Employer     |
| incorporation or  organization)  |   | Identification  No.) |

 

**OneMedImmune WayGaithersburg, Maryland 20878**(Addressof principal executive office)(Zip Code)

**Registrant’stelephone number, including area code: (301) 398-0000**

**SecuritiesRegistered pursuant to Section 12(b) of the Act:**

| **Title of each class**       |   | **Name of  each exchange on which registered** |
|-------------------------------|--------|------------------------------------------------|
| Common Stock, $.01  par value |   | The NASDAQ Global  Market                      |

 

**SecuritiesRegistered pursuant to Section 12(g) of the Act: None**

Indicate by check mark if the registrant is awell-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes x  Noo

Indicate by check mark if the registrant is not requiredto file reports pursuant to Section 13 or Section 15(d) of theAct. Yes o  No x

Indicate by check mark whether the registrant (1) hasfiled all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days. Yes x  No o

Indicate by check mark if disclosure of delinquentfilers pursuant to Item 405 of Regulation S-K is not contained herein, and willnot be contained, to the best of registrant’s knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of this Form 10-Kor any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is alarge accelerated filer, an accelerated filer or a non-accelerated filer. Seedefinition of “accelerated filer” and “large accelerated filer” in Rule 12b-2of the Exchange Act. (check one):

Large acceleratedfiler x      Accelerated filer o      Non-accelerated filer o

Indicate by check mark whether the registrant is ashell company (as defined in Rule 12b-2 of the Act). Yes o  No x

Aggregate market value of the 188,304,128 shares ofvoting and non-voting common equity held by non-affiliates of the registrant,based on the closing price on June 30, 2006, was $5.1 billion.* CommonStock outstanding as of April 24, 2007: 237,831,924 shares.

DocumentsIncorporated by Reference: None.

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*                     Excludes 51,130,424 shares of common stockheld by directors, officers and any stockholder whose ownership exceeds 5% ofthe shares outstanding as of June 30, 2006. Exclusion of shares held byany person should not be construed to indicate that such person possesses thepower, directly or indirectly, to direct or cause the direction of themanagement or policies of the registrant, or that such person is controlled byor under common control with the registrant.

 

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**MedImmune, Inc.**

**Form 10-K/A**

**(Amendment No. 1)**

**TABLEOF CONTENTS**
| Explanatory Statement       | ** ** | 2                                                                                                                      | ** ** |
|-----------------------------|------------|------------------------------------------------------------------------------------------------------------------------|------------|
| Forward-Looking  Statements | ** ** | 3                                                                                                                      | ** ** |
| **PART III**           | ** ** | ** **                                                                                                             | ** ** |
| Item 10.                    |       | Directors, Executive Officers and Corporate Governance                                                                 |       | 4 |   |
| Item 11.                    |       | Executive Compensation                                                                                                 |       | 9 |   |
| Item 12.                    |       | Security Ownership of Certain Beneficial Owners and  Management and Related Stockholder Matters    |       | 28 |   |
| Item 13.                    |       | Certain Relationships and Related Transactions, and  Director Independence                                             |       | 29 |   |
| Item 14.                    |       | Principal Accountant Fees and Services                                                                                 |       | 31 |   |
| **SIGNATURE**               |       | 32                                                                                                                     |       |
| **Exhibit Index**      |       |                                                                                                                   |       |
| **Exhibits**                | ** ** | ** **                                                                                                             | ** ** |

 

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**EXPLANATORYSTATEMENT**

MedImmune, Inc.is filing this Amendment No. 1 to its Annual Report on Form 10-Kfor the fiscal year ended December 31, 2006, originally filed with theSecurities and Exchange Commission on  February 27, 2007 (the “OriginalFiling”), as we will not file our definitive proxy statement within 120 days ofthe end of the Company’s fiscal year ended December 31, 2006. ThisAmendment No. 1 adds certain information required by the following itemsof Part III of Form 10-K:

| Item     | ** ** | ** **                                                                                                 | ** ** | **Description** |
|----------|------------|------------------------------------------------------------------------------------------------------------|------------|-----------------|
| ITEM 10. |       | Directors, Executive  Officers and Corporate Governance                                                    |
| ITEM 11. |       | Executive  Compensation                                                                                    |
| ITEM 12. |       | Security  Ownership of Certain Beneficial Owners and Management and  Related Stockholder Matters |
| ITEM 13. |       | Certain Relationships  and Related Transactions, and Director Independence                                 |
| ITEM 14. |       | Principal Accountant  Fees and Services                                                                    |

 

We hereby amend Items 10, 11, 12, 13 and 14 of Part IIIof our Original Filing by deleting the text of such Items 10, 11, 12, 13 and 14in their entirety and replacing them with the information provided below underthe respective headings.

This Amendment No. 1 does not affect any otheritems in our Original Filing, except that we are filing as exhibits to thisamendment the certifications pursuant to Section 302 of the Sarbanes-OxleyAct of 2002. Because no financial statements are contained in this AmendmentNo.1, we are not including certifications pursuant to Section 906 of theSarbanes-Oxley Act of 2002.

Except as otherwise expressly stated for the itemsamended in this Amendment No. 1, all other information provided in theOriginal Filing is unchanged. This Amendment No. 1 does not reflect eventsoccurring after the filing of the Original Filing or modify or update thedisclosures presented in the Original Filing, except in relation to the itemsfiled in this Amendment No. 1. Accordingly, this Amendment No. 1should be read in conjunction with our filings made subsequent to the filing ofthe Original Filing.

The information provided in this Amendment No. 1continues to speak as of the date of the Original Filing. On April 23,2007, we announced that MedImmune has entered into a definitive agreement withAstraZeneca PLC pursuant to which MedImmune is expected to merge with and intoa wholly owned subsidiary of AstraZeneca at the closing of the transaction. Theinformation provided in this Amendment No. 1 does not take into accountthe merger transaction and the expected changes to our corporate governance,executive compensation and any other information that may be changed as aresult of the merger transaction and assumes that we are and continue to be anindependent company.

All references to the “Company,“we”, “us”, or “our” shall refer to MedImmune, Inc.

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**FORWARD-LOOKINGSTATEMENTS**

*The statements in thisAmendment No. 1 to the annual report on Form 10-K that are notdescriptions of historical facts may be forward-looking statements. Thosestatements involve substantial risks and uncertainties. You can identify thosestatements by the fact that they contain words such as “anticipate,” “believe,”“estimate,” “expect,” “intend,” “project” or other terms of similar meaning.Those statements reflect management’s current beliefs, but are based onnumerous assumptions, over which MedImmune may have little or no control andthat may not develop as MedImmune expects. Consequently, actual results maydiffer materially from those projected in the forward-looking statements. Amongthe factors that could cause actual results to differ materially are the risks,uncertainties and other matters discussed under Item 1A. Risk Factors in theOriginal Filing. Unless otherwise indicated, the information in this Amendment No. 1is as of December 31, 2006 and such information will not be updated as aresult of new information or future events.*

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**PART III**

**Item 10.**                 *DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE*

**Board of Directors**

Thetable below shows the name and age, as of the filing date, of each of thedirectors, any positions and offices held by each with MedImmune, and theperiod during which each has served as a director.

| **Name**                               | ** ** | ** ** | ** ** | **Age**                                                  | ** ** | **Position Held** | ** ** | **Served as  Director Since** |
|----------------------------------------|------------|------------|------------|----------------------------------------------------------|------------|-------------------|------------|-------------------------------|
| Wayne T. Hockmeyer,  Ph.D.             |       | 62         |       | Chairman(1*); President,  MedImmune Ventures, Inc.  |       | 1988              |
| David M. Mott                          |       | 41         |       | Chief Executive Officer,  President and Vice Chairman(1) |       | 1995              |
| David Baltimore, Ph.D.                 |       | 69         |       | Director(2),(3)                                          |       | 2003              |
| M. James Barrett, Ph.D.                |       | 64         |       | Director(1),(3*),(4),(5)                                 |       | 1988              |
| James H. Cavanaugh,  Ph.D.**           |       | 70         |       | Director(1),(5*),(6*)                                    |       | 1990              |
| Barbara Hackman Franklin               |       | 67         |       | Director(1),(4*),(5),(6)                                 |       | 1995              |
| Robert H. Hotz                         |       | 62         |       | Director(2),(5)                                          |       | 2007              |
| George M.  Milne, Jr., Ph.D. |       | 63         |       | Director(5),(6)                                          |       | 2005              |
| Elizabeth H.S. Wyatt                   |       | 59         |       | Director(2*),(3),(4)                                     |       | 2002              |

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(1)          Member of the ExecutiveCommittee

(2)          Member of the InvestmentCommittee

(3)          Member of the ComplianceCommittee

(4)          Member of the AuditCommittee

(5)          Member of theCompensation and Stock Committee

(6)          Member of the CorporateGovernance and Nominating Committee

*                    Chairperson ofindicated committee

**             Lead IndependentDirector

***Dr. Hockmeyer*********founded MedImmune, Inc.in April 1988 as President and Chief Executive Officer and was elected toserve on the Board of Directors in May 1988. Dr. Hockmeyer becameChairman of the Board of Directors in May 1993. He relinquished hisposition as Chief Executive Officer in October 2000 and now serves as theChairman of the Board of Directors of MedImmune, Inc. and President ofMedImmune Ventures, Inc. Dr. Hockmeyer earned his bachelor’s degreefrom Purdue University and his Ph.D. from the University of Florida in 1972. Dr. Hockmeyerwas recognized in 1998 by the University of Florida as a Distinguished Alumnusand in 2002, he was awarded a Doctor of Science*honoris causa* from Purdue University. Dr. Hockmeyer is a memberof the Maryland Economic Development Commission and the Maryland Governor’sWorkforce Investment Board (GWIB). He is a member of the board of directors ofthe publicly traded biotechnology companies Advancis Pharmaceutical Corp.,GenVec, Inc. and Idenix Pharmaceuticals, Inc. He also serves on theboards of several educational and philanthropic organizations and the boards ofcertain private companies consistent with his responsibilities as President ofMedImmune Ventures, Inc.

***Mr. Mott*********was appointed ChiefExecutive Officer in October 2000 and was also appointed President in February 2004.He joined MedImmune in April 1992 as Vice President with responsibilityfor business development, strategic planning and investor relations. In 1994, Mr. Mottassumed additional responsibility for the medical and regulatory groups, and inMarch 1995 was appointed Executive Vice 

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President and ChiefFinancial Officer. In November 1995, Mr. Mott was appointed to theposition of President and Chief Operating Officer and was elected to the Boardof Directors. In October 1998, Mr. Mott was appointed Vice Chairman. Mr. Mottis a member of the board of the Biotechnology Industry Organization (BIO),MdBIO, Inc. and the High Tech Council of Maryland. He also serves on theBoard of Governors of Beauvoir, the National Cathedral Elementary School. Mr. Mottholds a bachelor of arts degree from Dartmouth College.

***Dr. Baltimore*********has been a directorof MedImmune since August 2003. From 1997 to 2006, Dr. Baltimore wasPresident of the California Institute of Technology and he is currently aProfessor. From 1996 to 2002, he was the Chairman of the National Institutes ofHealth AIDS Vaccine Research Committee. From 1995 to 1997, Dr. Baltimorewas an Institute Professor at the Massachusetts Institute of Technology (“MIT”),and from 1994 to 1997, the Ivan R. Cottrell Professor of Molecular Biology andImmunology at MIT. Previously, Dr. Baltimore was a Professor atRockefeller University from 1990 to 1994, and was Rockefeller’s President from1990 through 1991. He also served as founding director of the WhiteheadInstitute for Biomedical Research at MIT from 1982 to 1990. Dr. Baltimore’shonors include a 1975 Nobel Prize for his work in virology, the 1970 GustaveStern Award in Virology, the 1971 Eli Lilly and Co. Award in Microbiology andImmunology, the 1999 National Medal of Science, and the 2000 Warren AlpertFoundation Prize. He was elected to the National Academy of Sciences in 1974,and is also a fellow of the American Academy of Arts and Sciences, the AmericanAssociation for the Advancement of Science, and the American Academy ofMicrobiology. He is serving as President of the American Association for theAdvancement of Science for 2007. Dr. Baltimore currently serves on theboards of directors of publicly traded companies Amgen, Inc. and BBBiotech, AG, a Swiss investment company. Dr. Baltimore holds a bachelor’sdegree from Swarthmore College, and a doctorate from Rockefeller University.

***Dr. Barrett*********has been a directorof MedImmune since 1988. He is the Chairman of the Board of Sensors forMedicine and Science, Inc., which he founded, and is a General Partner ofNew Enterprise Associates. From January 1997 to September 2001 heserved as Chairman of the Board and Chief Executive Officer of Sensors forMedicine and Science, Inc. From July 1987 to September 1996, hewas Chief Executive Officer and a director of Genetic Therapy, Inc. From1982 to July 1987, Dr. Barrett served as President of LifeTechnologies, Inc. and its predecessor, Bethesda Research Laboratories, Inc.Prior to 1982, he was employed at SmithKline Beecham Corporation for13 years, where he held a variety of positions, including President of itsIn Vitro Diagnostic Division and President of SmithKline Clinical Laboratories.Dr. Barrett serves on the boards of directors of publicly traded companiesPharmion, Inc., Inhibitex, Inc., Iomai Corporation, YMBioscience, Inc., and Targacept, Inc. He also serves on the boards ofdirectors of a number of private companies. Dr. Barrett holds a doctoratein biochemistry from the University of Tennessee and a master’s degree inbusiness administration from the University of Santa Clara.

***Dr. Cavanaugh*********has been a directorof MedImmune since September 1990 and has been a General Partner ofHealthCare Ventures LLC since 1989. He has been designated as the LeadIndependent Director of our Board of Directors. From March 1985 to February 1989,Dr. Cavanaugh served as President of SmithKline and French LaboratoriesU.S., Inc., and as President of SmithKline Clinical Laboratories from 1981to 1985. Prior thereto, Dr. Cavanaugh was the President of AllerganInternational, a specialty eye care company. Prior to his industry experience, Dr. Cavanaughwas Deputy Assistant to the President for Domestic Affairs and Deputy Chief ofthe White House Staff. Before his White House tour, he served as DeputyAssistant Secretary for Health and Scientific Affairs in the U.S. Department ofHealth, Education and Welfare and as Special Assistant to the Surgeon Generalof the U.S. Public Health Service. Dr. Cavanaugh currently serves asTrustee Emeritus of the California College of Medicine. He has served on theBoard of Directors of the National Venture Capital Association, PharmaceuticalResearch and Manufacturers Association, Unihealth America, the ProprietaryAssociation and on the Board of 

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Trustees of the NationalCenter for Genome Resources. He was a Founding Director of the Marine NationalBank in Santa Ana, California. Dr. Cavanaugh currently serves as Chairmanof the Board of Directors of publicly traded companies Shire PLC and DiversaCorp., and as a member of the Board of Directors of publicly traded AdvancisPharmaceutical Corp. Dr. Cavanaugh also serves on the boards of directorsof several private health care and biotechnology companies. Dr. Cavanaughholds a doctorate and a master’s degree from the University of Iowa and abachelor of science degree from Fairleigh Dickinson University.

***Ms. Franklin*********has been a directorof MedImmune since November 1995. She is President and Chief ExecutiveOfficer of Barbara Franklin Enterprises, a private investment and managementconsulting firm in Washington, D.C. that she founded in January 1995.Between January 1993 and January 1995, she was a lecturer and servedas a director of various corporations and organizations. Ms. Franklinserved as the 29th U.S. Secretary of Commerce from 1992-1993.Prior to that appointment, she was President and Chief Executive Officer ofFranklin Associates, a management consulting firm which she founded in 1984. Ms. Franklinwas a Senior Fellow of the Wharton School of Business (1979-1988), anoriginal Commissioner and Vice Chair of the U.S. Consumer Product SafetyCommission (1973-1979), and a staff assistant to the President of theU.S. (1971-1973). Prior to that, she held executive positions at Citibankand the Singer Company. She is Chairman of the Economic Club of New York, ViceChair of the US-China Business Council, a director of the National Associationof Corporate Directors, and a member of the Public Company Accounting OversightBoard Advisory Council. She is a past director of the Nasdaq Stock Market, Inc.and the American Institute of CPAs. She received an Outstanding Director awardfrom the Outstanding Director Exchange (2003), Director of the Year by theNational Association of Corporate Directors (2000), and was awarded the John J.McCloy award for her contributions to audit excellence (1992). Ms. Franklincurrently serves on the board of directors of publicly traded companiesAetna Inc., The Dow Chemical Company, GenVec, Inc., and WashingtonMutual Investors Fund. She graduated from the Pennsylvania State Universitywith distinction and earned an MBA from the Harvard Business School.

***Mr. Hotz***has been a director of MedImmune since March 2007. He is the Co-Chairman,Senior Managing Director and Co-Head of Corporate Finance of Houlihan LokeyHoward & Zukin. He also serves as a member of Houlihan Lokey’s Boardof Directors and the Operating Committee, having joined Houlihan Lokey in 2002.From 1997 through 2002, Mr. Hotz served with UBS, ultimately becomingSenior Vice Chairman, Investment Banking for the Americas. For most of hiscareer, Mr. Hotz managed the corporate finance departments of majorinvestment banks. Mr. Hotz serves as a director of publicly held companiesPep Boys - Manny, Moe & Jack and Universal Health Services, Inc. Mr. Hotzholds an undergraduate degree from Rutgers University and received his MBA fromCornell University.

***Dr. Milne*****has been a director of MedImmune since April 2005,and previously served on our Scientific Advisory Board from January 2004until March 2005. From 1970 to July 2002, Dr. Milne held variousmanagement positions with Pfizer Corporation, including most recently ExecutiveVice President, Pfizer Global Research and Development and President, WorldwideStrategic and Operations Management. Dr. Milne was also a Senior VicePresident of Pfizer Inc. and a member of the Pfizer Management Council. He wasPresident of Central Research from 1993 to July 2002 with globalresponsibility for Pfizer’s Human and Veterinary Medicine Research andDevelopment. D. Milne currently serves as a Venture Partner with RadiusVentures and also serves on the board of directors of publicly traded companiesAspreva Pharmaceuticals, Inc., Charles River Laboratories, Inc. andMettler-Toledo International, Inc.

***Ms. Wyatt*********has been a directorof MedImmune since February 2002. Ms. Wyatt retired in December 2000from Merck & Co., Inc. where she had headed Merck’s worldwideproduct and technology acquisition activities as Vice President of Corporate Licensing.Ms. Wyatt joined Merck in 1980 and was responsible for many of its majoragreements. Previously she had been a consultant and an academic administratorresponsible, for example, for the Harvard Business School’s first formalmarketing of its 

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executive educationprograms. She currently serves on the Board of Directors of Sweet BriarCollege. Ms. Wyatt also serves on the boards of directors of publiccompanies Neose Technologies, Inc., Ariad Pharmaceuticals, Inc., andThe Medicines Company. Ms. Wyatt graduated with a bachelor of arts *magna cum laude* and Phi Beta Kappa fromSweet Briar College, earned a master’s degree in education from BostonUniversity and a master’s degree in business administration with honors fromthe Harvard Business School.

**Board Size,Committees and Meetings**

The Board of Directors is composed of nine members. OnJanuary 30, 2007, Mr. Gordon S. Macklin, a member of the Board ofDirectors died. During 2006 and until his death, Mr. Macklin served as theChair and member of the Investment Committee and also served as a member of theAudit Committee and the Compensation and Stock Committee. On March 30,2007, the Board of Directors appointed Mr. Robert H. Hotz as a member ofthe Board of Directors. Mr. Hotz was also appointed to serve in theCompensation and Stock Committee and the Investment Committee.

Committees of the Board of Directors consist of theAudit Committee, the Compensation and Stock Committee, the Corporate Governanceand Nominating Committee, the Investment Committee, the Compliance Committeeand the Executive Committee. All of these committees operate under a writtencharter which sets the functions and responsibilities of that committee. A copyof the charter for each committee can be found on our website at*www.medimmune.com*. More informationconcerning each of the committees is set forth below.

The Audit Committee oversees matters relating to theadequacy of our controls and financial reporting process and the integrity ofour financial statements, our compliance with legal requirements relating tofinancial disclosure, the qualifications and independence of our independentregistered public accountants and the effectiveness of our internal auditfunction and independent registered public accountants. The Audit Committeealso reviews audit plans and procedures, changes in accounting policies and theuse of the independent registered public accountants for any non-auditservices. In addition, the Audit Committee reviews any related partytransactions in which we are involved, if any. The Audit Committee is alsoresponsible for establishing procedures for the receipt, retention andtreatment of any complaints we receive regarding accounting, internalaccounting controls or auditing matters and any confidential, anonymous submissionsby our employees regarding concerns of questionable accounting or auditingmatters. The Board has determined that Ms. Franklin, Dr. Barrett and Mr. Macklinqualified as “audit committee financial experts” as defined by the rules ofthe U.S. Securities and Exchange Commission (the “Securities and ExchangeCommission”). The members of the Audit Committee are Ms. Franklin (Chair),Dr. Barrett and Ms. Wyatt. During 2006, the Audit Committee met tentimes.

The Compensation and Stock Committee determines thecompensation and benefits of our executive officers and establishes generalpolicies relating to compensation and benefits of our employees. TheCompensation and Stock Committee is also responsible for administering ourstock incentive plans in accordance with the terms and conditions set forththerein. The members of the Compensation and Stock Committee are Dr. Cavanaugh(Chair), Dr. Barrett, Ms. Franklin, Mr. Hotz and Dr. Milne.During 2006, the Compensation and Stock Committee met five times.

The Corporate Governance and Nominating Committeeoversees matters regarding our corporate governance and the composition andeffectiveness of the Board of Directors. The Corporate Governance andNominating Committee’s responsibilities include identifying, reviewingqualifications of and making recommendations with respect to potential nomineesto fill open positions on the Board of Directors. The Corporate Governance andNominating Committee also considers qualifications of nominees recommended byMedImmune stockholders. If you wish to recommend a nominee, you may do so bywriting to the Board of Directors, care of the Corporate Secretary, followingthe procedure described in 

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the “Report of theCorporate Governance and Nominating Committee” below. The members of theCorporate Governance and Nominating Committee are Dr. Cavanaugh (Chair), Ms. Franklinand Dr. Milne. During 2006, the Corporate Governance and NominatingCommittee met five times.

The Investment Committee is responsible for overseeingour investment portfolio. The Investment Committee reviews our investmentpolicy, oversees the performance of the MedImmune Ventures funds, and evaluatesthe performance of our investment portfolio. The members of the InvestmentCommittee are Ms. Wyatt (Chair), Dr. Baltimore and Mr. Hotz.During 2006, the Investment Committee met one time.

The Compliance Committee oversees our compliance withlaws and regulations relating to the research, development, manufacture andmarketing of our products. The members of the Compliance Committee are Dr. Barrett(Chair), Dr. Baltimore and Ms. Wyatt. During 2006, the ComplianceCommittee met four times.

The Executive Committee is responsible for mattersthat may arise from time to time between regular meetings of the Board ofDirectors. The members of the Executive Committee are Dr. Hockmeyer(Chair), Dr. Barrett, Dr. Cavanaugh, Ms. Franklin and Mr. Mott.During 2006, the Executive Committee met one time.

During 2006, the Board ofDirectors met ten times. All directors attended more than 75% of the 2006meetings of the Board and the Committees on which they serve.

**Executive Officers**

Required disclosuresregarding our executive officers have been presented under “Executive Officers”included in Part I, Item 1 of the Original Filing, to which reference ishereby made. Executive officers are elected to serve, subject to the discretionof the Board of Directors, until their successors are appointed.

**Global Standards ofBusiness Conduct and Ethics**

We have adopted GlobalStandards of Business Conduct and Ethics that are applicable to all of ourdirectors and employees, including the Principal Executive Officer, thePrincipal Financial Officer and the Principal Accounting Officer. These GlobalStandards meet the criteria for a “code of ethics” under the rules of theSecurities and Exchange Commission and a “code of conduct” under theMarketplace rules of Nasdaq. These Global Standards are available on ourwebsite at *www.medimmune.com*.

**Section 16(a) BeneficialOwnership Reporting Compliance**

Section 16(a) ofthe Securities Exchange Act of 1934 requires our directors and executiveofficers to file reports of ownership and changes in ownership of our commonstock with the SEC, with a copy delivered to us. Based on our review of the Section 16(a) reportsand written representations from the executive officers and directors, webelieve that our officers and directors complied on a timely basis withreporting requirements applicable to them for transactions in 2006, except forForms 4 filed on July 6, 7 and 10, 2006, relating to the issuance of stockoptions on June 30, 2006 for each of the non-executive directors, namely Ms. Franklin,Mr. Milne, Ms. Wyatt, Dr. Barrett, Mr. Macklin, Dr. Cavanaughand Dr. Baltimore.

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**Item 11.**                 *EXECUTIVE COMPENSATION*

**CompensationCommittee Interlocks and Insider Participation**

During the fiscal yearended December 31, 2006, the Compensation and Stock Committee consisted ofDr. Cavanaugh (Chair), Dr. Barrett, Mr. Macklin, Ms. Franklinand Dr. Milne. None of these directors had any contractual or otherrelationships with us during the fiscal year except serving as directors.

**Report of theCompensation and Stock Committee**

The Compensation and Stock Committee (the “CompensationCommittee”) has furnished the following report on compensation for fiscal year2006 for the Chief Executive Officer and the other executive officers listed onthe Summary Compensation Table (the “Named Executive Officers”) of this report.The Compensation Committee is composed of independent members of the Board ofDirectors. The primary mission of the Compensation Committee is to assist theBoard of Directors in fulfilling its oversight responsibilities relating to thecompensation of the company’s senior executives. In that regard, theCompensation Committee establishes executive compensation policies andadministers the company’s executive compensation programs, including thecompensation of the Named Executive Officers. The Compensation Committee isalso responsible for administering the company’s incentive compensation as wellas equity-based incentive plans.

The Compensation Committee has retained an independentconsulting firm, Towers Perrin, to assist it in fulfilling its responsibilities.The independent consultant is engaged by, and reports to, the CompensationCommittee. In 2006, the independent consultant was engaged for the purpose ofconducting a review of the competitiveness of the executive compensationprogram for members of MedImmune’s executive management team, presenting dataon industry compensation trends, specific data relative to each member ofsenior management and compiling “tally sheets” that provided the CompensationCommittee with detailed information on the total compensation and benefitsprovided to the Named Executive Officers.

The Compensation Committee has reviewed and discussedthe Compensation Discussion and Analysis section provided below. Based on such review and discussions with the independentconsultant and the company’s management, the Compensation Committee hasrecommended to the Board of Directors that the Compensation Discussionand Analysis should be included in thisAmendment No. 1 to MedImmune’s annual report on Form 10-K forthe fiscal year ended December 31, 2006.

Compensation and StockCommittee

James H. Cavanaugh, Ph.D.(Chair)M. James Barrett, Ph.D.Barbara Hackman FranklinGeorge M. Milne, Jr., Ph.D.

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**CompensationDiscussion and Analysis**

**Overall ExecutiveCompensation Objectives**

MedImmune has fivekey objectives for its executive compensation program:

·       Attracting,motivating and retaining talented executives with significant industryexperience by targeting total compensation opportunities at the 50th percentile of our comparator groups, with anopportunity to earn above the 50th percentile based on company and individualperformance;

·       Deliveringthe majority of senior executives’ compensation through performance-based pay,no significant perquisites and limited use of supplemental executive benefits;

·       Emphasizinglong-term equity awards to link compensation to shareholder returns asevidenced by a compensation program in which long-term equity represents morethan 70% of the annual compensation opportunity for senior executives;

·       Providingperformance-based annual incentive awards tied to the successful progresstoward and achievement of the company’s long-term strategic objectives,individual objectives and the attainment of annual goals; and

·       Maintaining a program thatsupports the company’s core values, is easy for participants to understand anddoes not present unusual complexities to administer.

**Peer Group andTargeted Competitiveness**

In order to attractand retain a highly skilled executive team, the Compensation Committee believesthat MedImmune’s compensation practices must remain competitive with those ofother employers for which MedImmune competes for talent. In evaluatingcompensation levels, the Compensation Committee relies on compensation datafrom two peer groups: (i) leading biotechnology companies (the “TopBiotech” peers) and (ii) a broader group of biotechnology, pharmaceuticaland life sciences companies (the “All Bio/Pharma” sample). The Top Biotechpeers include both “core” peers which are the largest biotech companies interms of market capitalization and sales, and “emerging” peers which are otherbiotech companies, which over time are expected to increasingly compete with usfor executive talent. For 2006,

·       The“core” peers were: Amgen Inc., Genentech, Inc., Genzyme Corporation,Biogen Idec Inc., Gilead Sciences, Inc., Shire PLC, Cephalon, Inc.,Sepracor Inc., Millennium Pharmaceuticals, Inc., Celgene Corporation, andImclone Systems Inc.

·       The“emerging” peers were: PDL Biopharma, Inc., OSI Pharmaceuticals, Inc.,Alkermes, Inc., Vertex Pharmaceuticals Inc., Amylin Pharmaceuticals, Inc.,and Human Genome Sciences, Inc.

Additionally, we collect data from the “All Bio/Pharma”sample, which included forty-nine biotechnology, pharmaceutical and lifesciences companies. The “All Bio/Pharma” sample provides us with perspective oncompensation levels and trends beyond the direct biotechnology industry,including perspective on levels and trends among pharmaceutical companiesagainst which MedImmune periodically competes for executive talent.

The Compensation Committeetargets the median pay levels of the corresponding positions as a guideline forsetting base salaries, annual incentives and equity-based long-term incentives.To the extent information about a specific position is not disclosed by peersor proxy data is insufficient, survey data is acquired by the CompensationCommittee as an alternative tool for evaluating levels of executivecompensation.

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**Elements of theCompensation Program**

*Base Salary*

We choose to pay basesalaries based on competitive practice and to provide executives with an annualincome based on the services they provide to the company. Base salaries aregenerally targeted at the median of the peer groups identified above. However,actual base salary levels may be adjusted above or below the median based on avariety of factors, including an executive’s past performance and supply anddemand for the executive’s position in light of the skills required to carryout the job function. Additionally, MedImmune believes that individualperformance of senior executives can have significant impact on overall companyresults. Therefore, when making salary increase decisions, the CompensationCommittee considers both individual performance and the company’s overallresults for the prior year in relation to our specified goals and objectives.While there is no formula to determine the magnitude of salary increases, bothindividual and overall company performance factor explicitly into salaryincrease decisions (in addition to the peer compensation and economic data).

*Performance-basedAnnual Incentive Awards*

We choose to pay performance-based annual incentiveawards in order to motivate and reward executive officers for the achievementof MedImmune’s strategic and financial goals. MedImmune establishes theseperformance-based incentive award targets, expressed as a percentage of salary,that range from 40% to 80% for senior executives and 100% for the ChiefExecutive Officer. The performance-based incentive award targets are set basedon median peer group data. Actual awards can be above or below the targetincentive award opportunity, based on the extent to which MedImmune achieves itsperformance objectives and the individual executive achieves his or herpersonal goals.

For the Chief Executive Officer, 60% of the targetincentive opportunity is based on overall company results and the remainder 40%is based on individual performance; for the other Named Executive Officers, 40%to 50% of the target incentive opportunity is based on overall company resultswith the remainder based on individual performance. For the 2007 fiscal year,the weight given to company results to determine target incentive will beincreased to 70% for the Chief Executive Officer and 50% to 60% for the otherNamed Executive Officers.

In terms of companygoals used in the annual incentive plan, MedImmune’s philosophy is thatprogress against long-term strategic goals is the most critical objective forthe company and its executive officers. Thus, performance against long-termstrategic goals receives the greatest weight, although there is stillsignificant weighting on annual financial goals such as sales growth, expensemanagement and earnings performance. The long-term strategic focus of thecompany is generally represented by the following categories of objectives:

·       CommercialObjectives: increasing product sales, improving margins, identifying marketsand expanding capabilities, and improving manufacturing, distribution andsupply chains for marketed products;

·       Research &Development (“R&D”) Objectives: achieving regulatory and developmentmilestones for critical late-stage clinical programs, initiating new preclinicaland clinical studies, expanding strategic alliances, and expanding and securingintellectual property protection; and

·       Infrastructureand Organizational Objectives: streamlining business processes to createsustainability and scalability, managing capital investments, operationalbudgets and corporate expansion, including human resource and capital assetgrowth.

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More specifically, the annual objectives thatMedImmune focused on for fiscal 2006 to support the strategic direction of thecompany included:

·       Supporting the growth ofSynagis, Ethyol, FluMist and CytoGam;

·       Developing FluMist as abetter influenza vaccine;

·       Developing Numax as adifferentiated successor to Synagis;

·       Bringing two additionalproducts to market by 2010;

·       Elevating science andevolving R&D governance; and

·       Continuing to develop ourpeople, processes and culture.

Payoutamounts are based on the Compensation Committee’s final evaluation of thecompany’s overall progress against these specified long-term strategic goals,key metrics and individual executives’ contributions to that progress. Eachyear, the evaluation process is facilitated through the use of a company ratingscorecard. Early in the year, management consults with the CompensationCommittee to establish the goals and metrics identified in the scorecard. Atyear-end, progress against the pre-established scorecard is evaluated andapproved by the Compensation Committee.

While evaluating performance, the CompensationCommittee took into consideration the factors and results outlined below priorto awarding 2006 performance-based incentive awards. Highlights included:

·       Progress against thepre-established goals articulated in the company scorecard.

·        Supporting continuedgrowth of marketed products

–      Upgradedand strengthened the sales and marketing infrastructure for Synagis; commercialexecution - successfully transitioned promotional efforts from the RossProducts Division of Abbott Laboratories to MedImmune, achieved $300 millionmilestone of international end—user Synagis sales, initiated end-to-endoptimization of supply chain, and successfully completed new Cytogammanufacturing licensure

·        Developing Numax as adifferentiated successor to Synagis

–      Mettargets focused on delivering a differentiated product and continuedoptimization of the product development process

·        Developing FluMist as abetter flu vaccine

–      Securedcell culture contract with the United States Department of Health &Human Services, substantially met targets focused on delivering US launch in2007, and submitted sBLA for expanded indication

·        Bringing two additionalproducts to market by 2010

–      Merck’shuman papillomavirus vaccine (“HPV”) was approved by the Food and DrugAdministration in June 2006, utilizing MedImmune’s virus-like particletechnology

–      Successfullymanaged the MedImmune Ventures portfolio, strategically targeted newinvestments and liquidated certain existing investments, strategically investedin facilities, and effectively managed product portfolio through in-licensingnew programs and out-licensing existing programs

·        Elevatingscience and evolving R&D governance

–      Implementeda portfolio management strategy and new evaluation processes, and enhancedR&D governance infrastructure through re-staffing/restructuring and redefiningroles internally

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·        Developingpeople, process and culture

–      Significant stridesimplemented strategies targeting the development of enterprise-wide talent,initiated revamp of publications process and Phase 4 design and executionprocesses

·       KeyMetrics/Targets

·        Growrevenue to $1.4 billion—actual revenue was $1.3 billion

·        Achievediluted earnings per share (excluding share-based compensation) of $0.40—0.50—actualdiluted earnings per share (excluding share-based compensation) was $0.30

·        Managecapital investment of $175 million—actual capital investment was $133 million

·        Manageheadcount growth to 8-10% - actual headcount growth was 7%

Product sales volume results for the 2005/2006 RSV(respiratory syncytial virus) season as reported at mid-year were approximately92% of the target plan. As a result, commission payouts to the field salesforce employees were reduced by approximately 50% on average as compared to thetarget. In addition, several sales managers received no commission payoutfollowing the 2005/2006 RSV season. Further, several actions were taken byexecutive management to address the shortfall and reposition the company’ssales and marketing organization, including leadership and organizationalchanges. Where appropriate, 2006 performance-based incentive award payouts tothe Named Executive Officers also reflect a discount to target.

Two additional items to note in relation to 2006performance relate to: (i) the substantially better than expected returnsgenerated by the MedImmune Ventures portfolio in 2006, and (ii) thedecisions made by our Board of Directors to execute several discretionarybusiness development transactions which negatively impacted our earnings pershare. The alliances we entered into with Infinity Pharmaceuticals, Inc.and BioWa, Inc. alone resulted in up-front expenditures of $85 million,thereby lowering our diluted earnings per share.

Basedon these accomplishments and factors, we awarded performance-based incentiveawards to the Named Executive Officers as follows:

| **Name**                   | ** ** | ** ** | ** ** | **Target  Award as a  % of Base** | ** ** | **Actual  Payout** | ** ** | **Actual Payout as  a % of Target  Award** | ** ** |
|----------------------------|------------|------------|------------|-------------------------------------------------------|------------|--------------------|------------|---------------------------------------------------------------------|------------|
| David M. Mott              |       |       | 100        | %                                                     |       | $                  | 650,000    |                                                                |       | 62 | % |   |
| Lota S. Zoth               |       |       | 40         | %                                                     |       | $                  | 140,000    |                                                                |       | 100 | % |   |
| James F. Young,  Ph.D.     |       |       | 80         | %                                                     |       | $                  | 400,000    |                                                                |       | 83 | % |   |
| Wayne T.  Hockmeyer, Ph.D. |       |       | 60         | %                                                     |       | $                  | 340,000    |                                                                |       | 99 | % |   |
| Edward M. Connor, M.D.     |       |       | 60         | %                                                     |       | $                  | 250,000    |                                                                |       | 95 | % |   |

 

Annual objectivesto evaluate the performance of the company’s executives were established inearly 2007 to further the company’s progress against its long-term strategicgoals. Highlights include:

·       Deliveron commercial commitments

·        Achievesales goals for marketed products

·        Advanceexpansion efforts for the influenza vaccine franchise

·        Preparefor the launch of Numax

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·       Achievefinancial objectives

·        Total revenues of $1.5 billion

·        Gross profit of 74%

·        Pre-tax income of $340-$360million

·        Earnings per share(excluding share-based compensation) of $0.90-95

·        Cash flows from operationsof $200-250 million

·       Enhance the value ofproduct candidate portfolio

·        Strengthen late stagepipeline and advance key programs through pipeline

·        Develop strategy to ensurepipeline delivers long-term revenue growth for the enterprise

·       Enhance enterprise valuethrough operational excellence

·        Reduce cost of goods sold

·        Enhance yields

·        Optimize sales andmarketing processes

·       Build organizationalcapabilities

·        Enhance talent managementstrategies enterprise wide

·        Identifyand pursue enabling infrastructure technologies

*Stock Options*

TheCompensation Committee has evaluated a variety of long-term incentive vehiclesand has determined that stock options continue to be the long-term equityvehicle that best aligns executive officers’ interests with long-termshareholder value creation. With stock options, executives do not receive anyreward unless the stock price increases above the exercise price of the optionat the time it is granted. Additionally, due to the imposition of a four-yearratable vesting requirement, executives must remain employed by the companythrough the four-year vesting period in order to fully realize any optiongains. The Compensation Committee will continue to monitor the appropriatenessof stock options as the sole long-term incentive vehicle in light of the costto the company, changing practices among industry peers, dilution levels, andthe company’s overall compensation philosophy.

MedImmune’sphilosophy is to determine the size and eligibility for annual option grantsbased explicitly on the company’s performance in the prior year relative tospecified goals and objectives. In addition, in setting grant sizes forindividual executives, the company also considers each individual executive’scontributions toward the company’s goals as well as peer group compensationdata.

Annualstock options are generally granted in the first quarter of each year, duringthe Compensation Committee meeting in which decisions are made with respect tosalary increases and incentive award payments for the prior year’s performance.All stock options are granted with an exercise price equal to the closing priceon the day preceding the grant date. The approval of grants of stock optionsassociated with the hiring or promotion of new executives during the course ofthe year generally occurs at the next scheduled meeting of the Compensation Committeefollowing such new hire or promotion. The grant date for the stock optionsgranted to the newly hired or promoted executives will be such meeting date ofthe Compensation Committee. Even if the granting of stock options to newlyhired or promoted executives will await the next meeting of the CompensationCommittee, the Compensation Committee, in consultation with management, isactively involved in determining the positions, compensation levels and otherrelevant factors for the newly hired or promoted executives.

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*Mix of CompensationElements*

Given MedImmune’s stated objectives, the companybelieves that it is necessary to provide a balanced compensation program thatincludes both current compensation in the form of cash and long-termcompensation in the form of equity. Salaries and the annual performance-basedincentive award program constitute the current cash component of the programwhile stock options constitute the long-term, non-cash component of the overallprogram. No other forms of long-term incentives are awarded.

There is no specific policy with regard to theallocation between current versus long-term and cash versus non-cashcompensation. Rather, the compensation mix is primarily a function of targetedcompetitive positioning on the major elements of each executive’s annualcompensation opportunity with an appropriate mix of salary, performance-basedincentive award and long-term incentives through stock options. Althoughdesired competitive positioning is a primary driver in compensation mix, anexecutive’s mix between current versus long-term compensation can also bedriven by internal factors that affect the executive’s targeted compensationopportunity. These factors may include results achieved by the executive,future potential and the scope of responsibilities and experience.

For purposes of2006 compensation to our Named Executive Officers, the mix of current cashcompensation (salary and target performance-based incentive award) versuslong-term equity compensation (based on the present value of stock options) wasapproximately as follows:

·       ChiefExecutive Officer: 20% in current cash compensation and 80% in long-term equitycompensation

·       Other Named ExecutiveOfficers: 30% in current cash compensation and 70% in long-term equitycompensation

*Changes inCompensation Elements*

There are several factorsthat MedImmune evaluates in determining increases or decreases in compensation.These may include, promotions, performance-based increases to salary,compensation trends in the market (such as changes in typical target annualincentive levels or changes in market long-term incentive values), internalconsiderations such as changes in the executive’s responsibilities and actualperformance achieved compared to performance targets.

**Severance andChange-in-Control Severance Practices**

MedImmune has entered into employment agreements withall of the Named Executive Officers as well as other senior officers of thecompany. Termination payments are provided to these officers under twoscenarios: involuntary termination without cause or an involuntary terminationfollowing a change-in-control.

The rationale for providing severance benefits underthese two scenarios is based on competitive market practice and MedImmune’sdesire to provide some level of income continuity should an executive’semployment be terminated in either of the above circumstances. The companybelieves that providing for such income continuity results in greatermanagement stability and minimized costs to address unwanted managementturnover. Additionally, the company has established termination provisionsdesigned to ensure that executives’ interests remain aligned with the interestsof shareholders should a potential change-in-control occur.

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Specific paymentand benefit provisions related to both involuntary termination without cause orfollowing a change-in-control are described in detail in the tables under “PotentialPayments Upon Termination or Change-in-Control” below. However, with regard toselecting our triggering events for payment of benefits upon change-in-controlMedImmune has adopted the following philosophy:

·       MedImmunebelieves that executives should receive some level of income continuation.Therefore, upon involuntary termination following a change-in-control,executives would receive continuation of salary and performance-based incentiveaward for a three-year period, in the case of Mr. Mott, Dr. Hockmeyerand Dr. Young and for a two-year period, in the case of Ms. Zoth and Dr. Connor.Benefits would also be continued for a period commensurate with the salary andperformance-based incentive award continuation period, except that in the caseof Dr. Hockmeyer, as our Founder, will be entitled to lifetime medicalcoverage.

·       With regard to accelerationof unvested equity, MedImmune’s philosophy is that people are a key asset ofthe firm and broad use of a single trigger vesting would potentially diminishthe company’s value to a potential acquirer. Therefore, at present, onlyMedImmune’s top three executives (Mr. Mott, Dr. Hockmeyer, and Dr. Young)are eligible to receive automatic acceleration in vesting of unvested equity atthe time of a change-in-control. The remaining MedImmune officers withchange-in-control severance agreements receive acceleration in vesting ofunvested equity only if they are terminated following a change-in-control.

**Accounting and TaxConsiderations**

Accounting and tax issues are explicitly considered insetting compensation policies, especially with regard to MedImmune’s choice oflong-term incentive types. MedImmune utilizes stock options based partly on theaccounting treatment these options receive under FAS 123R. The expense pershare granted is determinable at grant date and reflects the expected impact offorfeitures.

In addition to the impactaccounting treatment has had in selection of long-term incentive types,MedImmune also regularly quantifies the overall expense arising from thecompensation program. With regard to MedImmune’s policies on Section 162(m),the Compensation Committee generally seeks to maximize the deductibility ofcompensation paid to executive officers. However, it also recognizes that thepayment of non-deductible compensation under Section 162(m) may attimes be in the best interests of the company and therefore the Compensation Committeemaintains flexibility to pay compensation that is non-deductible.

**Consideration ofCompensation from Prior Awards**

The Compensation Committeedoes not explicitly consider compensation realized or potentially realizablefrom prior compensation awards when setting current year’s compensation levels.However, the Compensation Committee engages an independent consultant tocompile “tally sheets” that provide the Compensation Committee with detailedinformation on the total compensation and benefits provided to MedImmune’sNamed Executive Officers as well as the value of each executive’s equityholdings. Upon the Compensation Committee’s request, this information isavailable for any meeting in which the Compensation Committee makescompensation decisions for individual executives.

**Stock OwnershipRequirements and Hedging Policies**

MedImmune does notcurrently maintain any formal policy regarding stock ownership or the hedgingof economic risk related to such stock ownership.

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**Role of ExecutiveOfficers in the Compensation Process**

The Chief ExecutiveOfficer and Senior Vice President, Human Resources, prepare compensationrecommendations for the Named Executive Officers (other than the ChiefExecutive Officer) and for the other executive officers of the company andpresent these recommendations to the Compensation Committee. The compensationpackage for each of the Chief Executive Officer and the Chairman is determinedby the Compensation Committee and approved by the independent members of theBoard of Directors.

**Policy with Regardto Impact of Financial Restatements on Previously-Awarded Compensation**

Currently, we do not havea policy of reclaiming previously-awarded compensation in the event of afinancial restatement.

**Compensation Tablesand Additional Information**

*SummaryCompensation Table*

Thefollowing table summarizes the total compensation received by David M.Mott, our principal executive officer, Lota S. Zoth, our principal financialofficer and our three other most highly compensated executive officers(collectively, the “Named Executive Officers”) in 2006:

| **A**                                                                          | ** ** | **B**      | ** ** | **C**    | ** ** | **D**                    | ** ** | **E**                   | ** ** | **F**                  | ** ** | **G**                            | ** ** | **H**                                                       | ** ** | **I**                                                                                                  | ** ** | **J**                                          | ** ** |
|--------------------------------------------------------------------------------|------------|------------|------------|----------|------------|--------------------------|------------|-------------------------|------------|------------------------|------------|----------------------------------|------------|-------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------|------------|------------------------------------------------|------------|
| **Name & Principal Position**                               | ** ** | ** ** | ** ** | **Year** | ** ** | **Salary ($)  (1)** | ** ** | **Bonus ($)  (2)** | ** ** | **Stock  Awards  ($)** | ** ** | **Option  Awards ($)  (3)** | ** ** | **Non-Equity  Incentive  Plan  Compensation ($)  (4)** | ** ** | **Change in  Pension  Value &  Nonqualified  Deferred  Compensation  Earnings ($)** | ** ** | **All Other  Compensation ($)  (5)** | ** ** | **Total ($)** | ** ** |
| David M. Mott, Chief Executive Officer,  President & Vice Chairman    |       |       | 2006       |     |       | $                        | 1,041,667  |                    |       | $                      | —     |                             |       |                                                        | $          | —                                                                                                 |       |                                           |       | $ | 4,552,979 |   |   |   | $ | 650,000 |   |   |   | $ | — |   |   |   | $ | 5,500 |   |   | $ | 6,250,146 |   |
| Lota S. Zoth, Senior Vice President & Chief  Financial Officer        |       |       | 2006       |     |       | $                        | 344,167    |                    |       | $                      | —     |                             |       |                                                        | $          | —                                                                                                 |       |                                           |       | $ | 478,627 |   |   |   | $ | 140,000 |   |   |   | $ | — |   |   |   | $ | 5,500 |   |   | $ | 968,294 |   |
| Wayne T. Hockmeyer, Ph.D., Chairman; President,  MedImmune Ventures, Inc. |       |       | 2006       |     |       | $                        | 570,833    |                    |       | $                      | —     |                             |       |                                                        | $          | —                                                                                                 |       |                                           |       | $ | 1,295,944 |   |   |   | $ | 340,000 |   |   |   | $ | — |   |   |   | $ | 5,500 |   |   | $ | 2,217,277 |   |
| James F. Young, Ph.D., President, Research and  Development                    |       |       | 2006       |     |       | $                        | 595,833    |                    |       | $                      | —     |                             |       |                                                        | $          | —                                                                                                 |       |                                           |       | $ | 1,391,931 |   |   |   | $ | 400,000 |   |   |   | $ | — |   |   |   | $ | 5,500 |   |   | $ | 2,393,264 |   |
| Edward M. Connor,  M.D., Executive Vice President and Chief Medical Officer    |       |       | 2006       |     |       | $                        | 433,333    |                    |       | $                      | —     |                             |       |                                                        | $          | —                                                                                                 |       |                                           |       | $ | 758,333 |   |   |   | $ | 250,000 |   |   |   | $ | — |   |   |   | $ | 5,500 |   |   | $ | 1,461,166 |   |
|                                                                                |            |            |            |          |            |                          |            |                         |            |                        |            |                                  |            |                                                             |            |                                                                                                        |            |                                                |            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

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**NOTES:**

**(1)****               **The base salary earned by each executive during fiscalyear 2006.

**(2)****               **Amounts reportable in this column include any cashaward that is based on satisfaction of a performance target that is notpre-established and communicated, or the outcome of which is not substantiallyuncertain. MedImmune did not award any such bonuses in fiscal year 2006.

**(3)****               **The FAS 123R expense recorded for each executive in2006, including a portion of the FAS 123R expense arising from 2006 grants andany expense recorded in 2006 for prior year’s grants.

**(4)****               **The value of all non-equity incentive plan awardsearned during the 2006 fiscal year, which includes awards earned under ourperformance-based annual incentive plan.

**(5)****               **Information reported in this column relates to companycontributions to the qualified defined contribution retirement plan for eachNamed Executive Officer (i.e., the 401(k) plan). We do not provideadditional perquisites or supplemental benefits, except in cases of newly hiredor transferred executives, in which case we provide reasonable relocationassistance payments. None of the Named Executive Officers were provided suchrelocation assistance in 2006.

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*EmploymentAgreements*

We entered into an employment agreement with each of Mr. Mott,Ms. Zoth, Dr. Young and Dr. Connor in December 2005, andwith Dr. Hockmeyer in March 2006, that supersede the former agreementswith these executive officers. The terms of the employment agreement are for aperiod of three years in the case of Mr. Mott, Dr. Hockmeyer and Dr. Youngand two years in the case of Ms. Zoth and Dr. Connor. Each employmentagreement renews automatically for additional one-year terms unless eitherparty provides notice of intent not to renew.

If the executive is terminated within 36 months, inthe case of Mr. Mott, Dr. Hockmeyer and Dr. Young, or 24 months,in the case of Ms. Zoth and Dr. Connor, following a change-in-controlof MedImmune, he or she will be entitled to receive (1) a severancepayment equal to the sum of his or her semi-monthly base salary and thepro-rata performance-based incentive award amount multiplied by 72, in the caseof Mr. Mott, Dr. Young and Dr. Hockmeyer, or 48 in the case of Ms. Zothand Dr. Connor, discounted, in each case, to the present value and (2) continuationof medical benefits coverage following the date of termination for 36 months,in the case of Mr. Mott and Dr. Young, or 24 months, in the case of Ms. Zothand Dr. Connor. As the Founder of MedImmune, Dr. Hockmeyer isentitled to lifetime medical coverage that would continue upon achange-in-control of MedImmune. In addition, upon a change-in-control ofMedImmune, all unvested stock options then held by Mr. Mott, Dr. Hockmeyerand Dr. Young will become immediately exercisable and in the event of atermination of employment within 24 months following a change-in-control ofMedImmune, all unvested stock options then held by Ms. Zoth and Dr. Connorwill become immediately exercisable.

In the event that any payment under the employmentagreement would be subject to the excise tax imposed by Section 4999 ofthe Internal Revenue Code, the executive will be entitled to receive additionalgross-up payments in an amount such that after payment by the executive of allfederal, state and local taxes (including any interest or penalties imposedwith respect to such taxes), including, without limitation, any income orexcise taxes imposed upon the gross-up payments, the executive retains anamount of the gross-up payments equal to any excise tax imposed upon paymentsmade to the executive.

Each employment agreement provides for a base salaryof the executive during the term, with such base salary to be reviewed for apossible increase each year by the Compensation Committee. The current basesalaries (last adjusted as of February 15, 2007) for the Named ExecutiveOfficers currently employed by MedImmune are $1,092,000 for Mr. Mott, $395,000for Ms. Zoth, $598,000 for Dr. Hockmeyer, $624,000 for Dr. Youngand $458,000 for Dr. Connor. Under the employment agreements, eachexecutive has an opportunity to earn an annual non-equity incentive plancompensation upon pre-determined performance standards of MedImmune, isentitled to participate in such employee benefit and fringe benefit plans orprograms as are made available from time to time to our similarly situatedexecutives and is eligible for the grant of stock options, as determined in thesole discretion of the Compensation Committee.

The employment agreements all include certainrestrictive covenants for our benefit relating to non-disclosure by theexecutives of our confidential business information, our right to inventionsand intellectual property, nonsolicitation of our employees and customers andnoncompetition by the executives with our business. In the event that,subsequent to termination of employment, an employee breaches any of therestrictive covenants or directly or indirectly makes any adverse publicstatement or disclosure with respect to our business or securities, allpayments and benefits to which the employee may otherwise be due under theseagreements shall immediately terminate and be forfeited.

The form of employmentagreements (or the actual agreement, in the case of Dr. Hockmeyer) havebeen included in our filings with the Securities and Exchange Commission asreferenced by exhibit numbers 10.28, 10.29 and 10.30 of the Exhibit Indexto our Annual Report on Form 10-K for the year ended December 31,2006.

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*Grants ofPlan-Based Awards*

Thefollowing table provides information regarding incentive awards and otherstock-based awards granted during 2006 to the Named Executive Officers. Thecompensation cost from 2006 of these awards is also reflected in the SummaryCompensation Table:

| **A**                                                                          | ** ** | **B**           | ** **   | **C**                                                                                                 | ** **   | **D**                                                                                      | ** **   | **E**              | ** **   | **F**                | ** **   | **G**             | ** **   | **H**              | ** ** | **I**                                                                                             | ** ** | **J**                                                                                              | ** ** | **K**                                                                      | ** ** | **L**                                                                                  | ** ** |
|--------------------------------------------------------------------------------|------------|-----------------|--------------|-------------------------------------------------------------------------------------------------------|--------------|--------------------------------------------------------------------------------------------|--------------|--------------------|--------------|----------------------|--------------|-------------------|--------------|--------------------|------------|---------------------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------------|------------|
| ** **                                                                     | ** ** | ** **      | ** **   | **Estimated Future Payouts Under  Non-Equity Incentive Plan Awards(1)** | ** **   | **Estimated Future  Payouts Under Equity  Incentive Plan Awards** | ** **   | ** **         | ** **   | ** **           | ** **   | ** **        | ** **   | ** **         | ** ** |
| **Name & Principal  Position**                                   | ** ** | **Grant  Date** | *** *** | ***Threshold  ($)***                                                                                  | *** *** | ***Target  ($)***                                                                          | *** *** | ***Maximum  ($)*** | *** *** | ***Threshold  ($)*** | *** *** | ***Target  ($)*** | *** *** | ***Maximum  ($)*** | ** ** | **All Other  Stock  Awards:  Number of  Shares of  Stock or  Units (#)** | ** ** | **All Other  Option  Awards:  Number of  Securities  Underlying  Options  (#) (2)** | ** ** | **Exercise  or Base  Price of  Option  Awards  ($/Sh) (2)** | ** ** | **Grant Date  Fair Value  of Stock  and  Option  Awards  ($) (3)** | ** ** |
| David M. Mott, Chief Executive Officer,  President & Vice Chairman    |       |            |         |                                                                                                  | $            | 525,000                                                                                    |         |               | $            | 1,050,000            |         | $                 | 2,100,000    |               |       |                                                                                              |       |                                                                                               |       |                                                                       |       |                                                                                   |       |   |   |   |   |   |   |   |   |   |   |   |
|                                                                           |       | 23-Feb-06       |         |                                                                                                  |         |                                                                                       |         |               |         |                 |         |              |         |               |       |                                                                                              |       |                                                                                               |       |                                                                       | 500,000    |                                                                                   |       |   | $ | 36.78 |   |   |   | $ | 6,260,000 |   |   |
| Lota S. Zoth, Senior Vice President & Chief  Financial Officer        |       |            |         |                                                                                                  | $            | 98,000                                                                                     |         |               | $            | 140,000              |         | $                 | 210,000      |               |       |                                                                                              |       |                                                                                               |       |                                                                       |       |                                                                                   |       |   |   |   |   |   |   |   |   |   |   |   |
|                                                                           |       | 23-Feb-06       |         |                                                                                                  |         |                                                                                       |         |               |         |                 |         |              |         |               |       |                                                                                              |       |                                                                                               |       |                                                                       | 65,000     |                                                                                   |       |   | $ | 36.78 |   |   |   | $ | 813,800 |   |   |
| Wayne T. Hockmeyer, Ph.D., Chairman; President,  MedImmune Ventures, Inc. |       |            |         |                                                                                                  | $            | 241,500                                                                                    |         |               | $            | 345,000              |         | $                 | 517,500      |               |       |                                                                                              |       |                                                                                               |       |                                                                       |       |                                                                                   |       |   |   |   |   |   |   |   |   | $ | 2,003,200 |   |   |
|                                                                           |       | 23-Feb-06       |         |                                                                                                  |         |                                                                                       |         |               |         |                 |         |              |         |               |       |                                                                                              |       |                                                                                               |       |                                                                       | 160,000    |                                                                                   |       |   | $ | 36.78 |   |   |   |   |   |   |
| James F. Young, Ph.D., President, Research and  Development                    |       |            |         |                                                                                                  | $            | 336,000                                                                                    |         |               | $            | 480,000              |         | $                 | 720,000      |               |       |                                                                                              |       |                                                                                               |       |                                                                       |       |                                                                                   |       |   |   |   |   |   |   |   |   |   |   |   |
|                                                                           |       | 23-Feb-06       |         |                                                                                                  |         |                                                                                       |         |               |         |                 |         |              |         |               |       |                                                                                              |       |                                                                                               |       |                                                                       | 170,000    |                                                                                   |       |   | $ | 36.78 |   |   |   | $ | 2,128,400 |   |   |
| Edward M. Connor, M.D., Executive Vice President and  Chief Medical Officer    |       |            |         |                                                                                                  | $            | 184,800                                                                                    |         |               | $            | 264,000              |         | $                 | 396,000      |               |       |                                                                                              |       |                                                                                               |       |                                                                       |       |                                                                                   |       |   |   |   |   |   |   |   |   |   |   |   |
|                                                                           |       | 23-Feb-06       |         |                                                                                                  |         |                                                                                       |         |               |         |                 |         |              |         |               |       |                                                                                              |       |                                                                                               |       |                                                                       | 100,000    |                                                                                   |       |   | $ | 36.78 |   |   |   | $ | 1,252,000 |   |   |

----

**NOTES:**

**(1)****               **Each Named Executive Officer participates in onenon-equity incentive plan: our performance-based annual incentive plan. InColumns C, D, and E of the above table, the first row of data for each executiveshows the threshold, target and maximum award under the annual incentive plan. Forthe Chief Executive Officer, the threshold is equal to 50% of the target award,and the maximum award is equal to 200% of the target award. For the other NamedExecutive Officers, the threshold is equal to 70% of the target award, and themaximum award is equal to 150% of the target award. The extent to which awardsare payable depends upon MedImmune’s performance against strategic andfinancial goals established at the beginning of the fiscal year. Awards werepayable following completion of fiscal year 2006.

**(2)****               **Each Named Executive Officer receives stock optiongrants under our long-term incentive plan. The number of stock options grantedto each executive is shown in column J of the above table. Column K indicatesthe exercise price at which each stock option award was granted. MedImmune setsthe stock option exercise price equal to the closing price of our common stockon the day prior to the grant date. Stock options become exercisable in equalquarterly installments over a four-year period following the date of grant.

(3)                The fair value of stock options that were granted toeach Named Executive Officer in 2006 was estimated by using a binomiallattice-based valuation model with the following assumptions:  dividend yield of 0%, volatility equal to31%, interest rate equal to 4.6% and an expected option life as derived fromthe binomial model of 4.6 years.

19

----

*Outstanding EquityAwards at Fiscal Year-End*

The following tableprovides additional information regarding stock option awards that were held asof December 31, 2006 by the Named Executive Officers, including awardsgranted prior to 2006. Any awards described below that were granted in 2006 arealso reflected in the Grants of Plan-Based Awards table:

| **A**                                                                            | ** ** | **B**                  | ** ** | **C**                                                                                   | ** ** | **D**                                                                                    | ** ** | **E**                                                                                                                     | ** ** | **F**                                | ** ** | **G**                                       | ** ** | **H**                                                                                          | ** ** | **I**                                                                                                 | ** ** | **J**                                                                                                                                               | ** ** |
|----------------------------------------------------------------------------------|------------|------------------------|------------|-----------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------|------------|---------------------------------------------|------------|------------------------------------------------------------------------------------------------|------------|-------------------------------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| ** **                                                                       | ** ** | **Option Awards** | ** ** | **Stock Awards**                                                                   | ** ** |
| **Name & Principal Position**                                 | ** ** | ** **             | ** ** | **Number of  Securities  Underlying  Unexercised  Options (#)  Excercisable** | ** ** | **Number of  Securities  Underlying  Unexercised  Options (#)  Unexercisable** | ** ** | **Equity  Incentive  Plan Awards:  Number of  Securities  Underlying  Unexercised  Unearned  Options (#)** | ** ** | **Option  Exercise  Price ($)** | ** ** | **Option  Expiration  Date  (day/mo/year)** | ** ** | **Number  of Shares  or Units  of Stock  That  Have Not  Vested (#)** | ** ** | **Market  Value of  Shares  or Units  of Stock  That  Have Not  Vested ($)** | ** ** | **Equity  Incentive  Plan Awards:  Number of  Unearned  Shares,  Units or  Other  Rights That  Have Not  Vested (#)** | ** ** | **Equity  Incentive  Plan Awards:  Market or  Payout  Value of  Unearned  Shares,  Units or  Other  Rights That  Have Not  Vested ($)** | ** ** |
| David M. Mott,  Chief Executive Officer, President & Vice Chairman |       |                   | 286,482    |                                                                                    |       |                                                                                     |       |                                                                                                                      |       |                                 |       | $                                           | 7.3957     |                                                                                           |       | 29-Jan-08                                                                                             |       |                                                                                                                                                |       |   |   |   |   |   |   |   |
|                                                                             |       |                   | 450,000    |                                                                                    |       |                                                                                     |       |                                                                                                                      |       |                                 |       | $                                           | 18.9063    |                                                                                           |       | 24-Feb-09                                                                                             |       |                                                                                                                                                |       |   |   |   |   |   |   |   |
|                                                                             |       |                   | 600,000    |                                                                                    |       |                                                                                     |       |                                                                                                                      |       |                                 |       | $                                           | 60.4167    |                                                                                           |       | 17-Feb-10                                                                                             |       |                                                                                                                                                |       |   |   |   |   |   |   |   |
|                                                                             |       |                   | 50,000     |                                                                                    |       |                                                                                     |       |                                                                                                                      |       |                                 |       | $                                           | 69.5625    |                                                                                           |       | 17-Aug-10                                                                                             |       |                                                                                                                                                |       |   |   |   |   |   |   |   |
|                                                                             |       |                   | 750,000    |                                                                                    |       |                                                                                     |       |                                                                                                                      |       |                                 |       | $                                           | 38.6880    |                                                                                           |       | 15-Feb-11                                                                                             |       |                                                                                                                                                |       |   |   |   |   |   |   |   |
|                                                                             |       |                   | 750,000    |                                                                                    |       |                                                                                     |       |                                                                                                                      |       |                                 |       | $                                           | 41.4100    |                                                                                           |       | 21-Feb-12                                                                                             |       |                                                                                                                                                |       |   |   |   |   |   |   |   |
|                                                                             |       |                   | 703,125    |                                                                                    |       |                                                                                     | 46,875     | (1)                                                                                                                       |       |                                 |       | $                                           | 29.3400    |                                                                                           |       | 20-Feb-13                                                                                             |       |                                                                                                                                                |       |   |   |   |   |   |   |   |
|                                                                             |       |                   | 515,625    |                                                                                    |       |                                                                                     | 234,375    | (2)                                                                                                                       |       |                                 |       | $                                           | 23.4500    |                                                                                           |       | 04-Mar-14                                                                                             |       |                                                                                                                                                |       |   |   |   |   |   |   |   |
|                                                                             |       |                   | 262,500    |                                                                                    |       |                                                                                     | 337,500    | (3)                                                                                                                       |       |                                 |       | $                                           | 24.1700    |                                                                                           |       | 15-Feb-15                                                                                             |       |                                                                                                                                                |       |   |   |   |   |   |   |   |
|                                                                             |       |                   | 93,750     |                                                                                    |       |                                                                                     | 406,250    | (4)                                                                                                                       |       |                                 |       | $                                           | 36.7800    |                                                                                           |       | 22-Feb-16                                                                                             |       |                                                                                                                                                |       |   |   |   |   |   |   |   |
| Lota S. Zoth,  Senior Vice President & Chief Financial Officer          |       |                   | 35,000     |                                                                                    |       |                                                                                     |       |                                                                                                                      |       |                                 |       | $                                           | 27.5300    |                                                                                           |       | 05-Aug-12                                                                                             |       |                                                                                                                                                |       |   |   |   |   |   |   |   |
|                                                                             |       |                   | 14,062     |                                                                                    |       |                                                                                     | 938        | (5)                                                                                                                       |       |                                 |       | $                                           | 29.3400    |                                                                                           |       | 20-Feb-13                                                                                             |       |                                                                                                                                                |       |   |   |   |   |   |   |   |
|                                                                             |       |                   | 27,500     |                                                                                    |       |                                                                                     | 12,500     | (6)                                                                                                                       |       |                                 |       | $                                           | 23.4500    |                                                                                           |       | 04-Mar-14                                                                                             |       |                                                                                                                                                |       |   |   |   |   |   |   |   |
|                                                                             |       |                   | 12,500     |                                                                                    |       |                                                                                     | 7,500      | (7)                                                                                                                       |       |                                 |       | $                                           | 23.5400    |                                                                                           |       | 19-Apr-14                                                                                             |       |                                                                                                                                                |       |   |   |   |   |   |   |   |
|                                                                             |       |                   | 32,812     |                                                                                    |       |                                                                                     | 42,188     | (8)                                                                                                                       |       |                                 |       | $                                           | 24.1700    |                                                                                           |       | 15-Feb-15                                                                                             |       |                                                                                                                                                |       |   |   |   |   |   |   |   |
|                                                                             |       |                   | 12,187     |                                                                                    |       |                                                                                     | 52,813     | (9)                                                                                                                       |       |                                 |       | $                                           | 36.7800    |                                                                                           |       | 22-Feb-16                                                                                             |       |                                                                                                                                                |       |   |   |   |   |   |   |   |
| Wayne T.  Hockmeyer, Ph.D., Chairman; President, MedImmune Ventures, Inc.   |       |                   | 180,000    |                                                                                    |       |                                                                                     |       |                                                                                                                      |       |                                 |       | $                                           | 7.3957     |                                                                                           |       | 29-Jan-08                                                                                             |       |                                                                                                                                                |       |   |   |   |   |   |   |   |
|                                                                             |       |                   | 360,000    |                                                                                    |       |                                                                                     |       |                                                                                                                      |       |                                 |       | $                                           | 18.9063    |                                                                                           |       | 24-Feb-09                                                                                             |       |                                                                                                                                                |       |   |   |   |   |   |   |   |
|                                                                             |       |                   | 675,000    |                                                                                    |       |                                                                                     |       |                                                                                                                      |       |                                 |       | $                                           | 60.4167    |                                                                                           |       | 17-Feb-10                                                                                             |       |                                                                                                                                                |       |   |   |   |   |   |   |   |
|                                                                             |       |                   | 250,000    |                                                                                    |       |                                                                                     |       |                                                                                                                      |       |                                 |       | $                                           | 29.4000    |                                                                                           |       | 23-May-12                                                                                             |       |                                                                                                                                                |       |   |   |   |   |   |   |   |
|                                                                             |       |                   | 117,187    |                                                                                    |       |                                                                                     | 7,813      | (10)                                                                                                                      |       |                                 |       | $                                           | 29.3400    |                                                                                           |       | 20-Feb-13                                                                                             |       |                                                                                                                                                |       |   |   |   |   |   |   |   |
|                                                                             |       |                   | 137,500    |                                                                                    |       |                                                                                     | 62,500     | (11)                                                                                                                      |       |                                 |       | $                                           | 23.4500    |                                                                                           |       | 04-Mar-14                                                                                             |       |                                                                                                                                                |       |   |   |   |   |   |   |   |
|                                                                             |       |                   | 76,562     |                                                                                    |       |                                                                                     | 98,438     | (12)                                                                                                                      |       |                                 |       | $                                           | 24.1700    |                                                                                           |       | 15-Feb-15                                                                                             |       |                                                                                                                                                |       |   |   |   |   |   |   |   |
|                                                                             |       |                   | 30,000     |                                                                                    |       |                                                                                     | 130,000    | (13)                                                                                                                      |       |                                 |       | $                                           | 36.7800    |                                                                                           |       | 22-Feb-16                                                                                             |       |                                                                                                                                                |       |   |   |   |   |   |   |   |
| James F. Young,  Ph.D., President, Research and Development                      |       |                   | 211,482    |                                                                                    |       |                                                                                     |       |                                                                                                                      |       |                                 |       | $                                           | 7.3957     |                                                                                           |       | 29-Jan-08                                                                                             |       |                                                                                                                                                |       |   |   |   |   |   |   |   |
|                                                                             |       |                   | 197,211    |                                                                                    |       |                                                                                     |       |                                                                                                                      |       |                                 |       | $                                           | 18.9063    |                                                                                           |       | 24-Feb-09                                                                                             |       |                                                                                                                                                |       |   |   |   |   |   |   |   |
|                                                                             |       |                   | 375,000    |                                                                                    |       |                                                                                     |       |                                                                                                                      |       |                                 |       | $                                           | 60.4167    |                                                                                           |       | 17-Feb-10                                                                                             |       |                                                                                                                                                |       |   |   |   |   |   |   |   |
|                                                                             |       |                   | 40,000     |                                                                                    |       |                                                                                     |       |                                                                                                                      |       |                                 |       | $                                           | 65.7500    |                                                                                           |       | 16-Nov-10                                                                                             |       |                                                                                                                                                |       |   |   |   |   |   |   |   |
|                                                                             |       |                   | 250,000    |                                                                                    |       |                                                                                     |       |                                                                                                                      |       |                                 |       | $                                           | 38.6880    |                                                                                           |       | 15-Feb-11                                                                                             |       |                                                                                                                                                |       |   |   |   |   |   |   |   |
|                                                                             |       |                   | 250,000    |                                                                                    |       |                                                                                     |       |                                                                                                                      |       |                                 |       | $                                           | 41.4100    |                                                                                           |       | 21-Feb-12                                                                                             |       |                                                                                                                                                |       |   |   |   |   |   |   |   |
|                                                                             |       |                   | 234,375    |                                                                                    |       |                                                                                     | 15,625     | (14)                                                                                                                      |       |                                 |       | $                                           | 29.3400    |                                                                                           |       | 20-Feb-13                                                                                             |       |                                                                                                                                                |       |   |   |   |   |   |   |   |
|                                                                             |       |                   | 137,500    |                                                                                    |       |                                                                                     | 62,500     | (15)                                                                                                                      |       |                                 |       | $                                           | 23.4500    |                                                                                           |       | 04-Mar-14                                                                                             |       |                                                                                                                                                |       |   |   |   |   |   |   |   |
|                                                                             |       |                   | 76,562     |                                                                                    |       |                                                                                     | 98,438     | (16)                                                                                                                      |       |                                 |       | $                                           | 24.1700    |                                                                                           |       | 15-Feb-15                                                                                             |       |                                                                                                                                                |       |   |   |   |   |   |   |   |
|                                                                             |       |                   | 31,875     |                                                                                    |       |                                                                                     | 138,125    | (17)                                                                                                                      |       |                                 |       | $                                           | 36.7800    |                                                                                           |       | 22-Feb-16                                                                                             |       |                                                                                                                                                |       |   |   |   |   |   |   |   |
| Edward M. Connor,  M.D., Executive Vice President and Chief Medical Officer      |       |                   | 60,000     |                                                                                    |       |                                                                                     | 0          |                                                                                                                      |       |                                 |       | $                                           | 8.2917     |                                                                                           |       | 25-Feb-08                                                                                             |       |                                                                                                                                                |       |   |   |   |   |   |   |   |
|                                                                             |       |                   | 45,000     |                                                                                    |       |                                                                                     | 0          |                                                                                                                      |       |                                 |       | $                                           | 18.9063    |                                                                                           |       | 24-Feb-09                                                                                             |       |                                                                                                                                                |       |   |   |   |   |   |   |   |
|                                                                             |       |                   | 45,000     |                                                                                    |       |                                                                                     | 0          |                                                                                                                      |       |                                 |       | $                                           | 60.1467    |                                                                                           |       | 17-Feb-10                                                                                             |       |                                                                                                                                                |       |   |   |   |   |   |   |   |
|                                                                             |       |                   | 40,000     |                                                                                    |       |                                                                                     | 0          |                                                                                                                      |       |                                 |       | $                                           | 38.6880    |                                                                                           |       | 15-Feb-11                                                                                             |       |                                                                                                                                                |       |   |   |   |   |   |   |   |
|                                                                             |       |                   | 10,000     |                                                                                    |       |                                                                                     | 0          |                                                                                                                      |       |                                 |       | $                                           | 36.9200    |                                                                                           |       | 11-May-11                                                                                             |       |                                                                                                                                                |       |   |   |   |   |   |   |   |
|                                                                             |       |                   | 75,000     |                                                                                    |       |                                                                                     | 0          |                                                                                                                      |       |                                 |       | $                                           | 41.4100    |                                                                                           |       | 21-Feb-12                                                                                             |       |                                                                                                                                                |       |   |   |   |   |   |   |   |
|                                                                             |       |                   | 15,000     |                                                                                    |       |                                                                                     | 0          |                                                                                                                      |       |                                 |       | $                                           | 25.4000    |                                                                                           |       | 19-Jul-12                                                                                             |       |                                                                                                                                                |       |   |   |   |   |   |   |   |
|                                                                             |       |                   | 84,375     |                                                                                    |       |                                                                                     | 5,625      | (18)                                                                                                                      |       |                                 |       | $                                           | 29.3400    |                                                                                           |       | 20-Feb-13                                                                                             |       |                                                                                                                                                |       |   |   |   |   |   |   |   |
|                                                                             |       |                   | 51,562     |                                                                                    |       |                                                                                     | 23,438     | (19)                                                                                                                      |       |                                 |       | $                                           | 23.4500    |                                                                                           |       | 04-Mar-14                                                                                             |       |                                                                                                                                                |       |   |   |   |   |   |   |   |
|                                                                             |       |                   | 14,062     |                                                                                    |       |                                                                                     | 10,938     | (20)                                                                                                                      |       |                                 |       | $                                           | 23.1300    |                                                                                           |       | 24-Aug-14                                                                                             |       |                                                                                                                                                |       |   |   |   |   |   |   |   |
|                                                                             |       |                   | 43,750     |                                                                                    |       |                                                                                     | 56,250     | (21)                                                                                                                      |       |                                 |       | $                                           | 24.1700    |                                                                                           |       | 15-Feb-15                                                                                             |       |                                                                                                                                                |       |   |   |   |   |   |   |   |
|                                                                             |       |                   | 18,750     |                                                                                    |       |                                                                                     | 81,250     | (22)                                                                                                                      |       |                                 |       | $                                           | 36.7800    |                                                                                           |       | 22-Feb-16                                                                                             |       |                                                                                                                                                |       |   |   |   |   |   |   |   |
|                                                                                  |            |                        |            |                                                                                         |            |                                                                                          |            |                                                                                                                           |            |                                      |            |                                             |            |                                                                                                |            |                                                                                                       |            |                                                                                                                                                     |            |  |  |  |  |  |  |  |  |  |

 

20

----

----

**NOTES:**

**(1)**                Mr. Mott was granted 750,000 options on February 20,2003, which become exercisable in equal quarterly installments over four years.As of December 31, 2006, 46,875 options were unexercisable. The remaining46,875 unexercisable options became exercisable on February 20, 2007.

**(2)**                Mr. Mott was granted 750,000 options on March 4,2004, which become exercisable in equal quarterly installments over four years.As of December 31, 2006, 234,375 options were unexercisable. The remaining234,375 unexercisable options become exercisable in equal quarterlyinstallments of 46,875 options, and the grant will be fully exercisable as of March 4,2008.

**(3)**                Mr. Mott was granted 600,000 options on February 16,2005, which become exercisable in equal quarterly installments over four years.As of December 31, 2006, 337,500 options were unexercisable. The remaining337,500 unexercisable options become exercisable in equal quarterlyinstallments of 37,500 options, and the grant will be fully exercisable as of February 16,2009.

**(4)**                Mr. Mott was granted 500,000 options on February 23,2006, which become exercisable in equal quarterly installments over four years.As of December 31, 2006, 406,250 options were unexercisable. The remaining406,250 unexercisable options become exercisable in equal quarterlyinstallments of 31,250 options, and the grant will be fully exercisable as of February 23,2010.

**(5)**                Ms. Zoth was granted 15,000 options on February 20,2003, which become exercisable in equal quarterly installments over four years.As of December 31, 2006, 938 options were unexercisable. The remaining 938unexercisable options became exercisable on February 20, 2007.

**(6)**                Ms. Zoth was granted 40,000 options on March 4,2004, which become exercisable in equal quarterly installments over four years.As of December 31, 2006, 12,500 options were unexercisable. The remaining12,500 unexercisable options become exercisable in equal quarterly installmentsof 2,500 options, and the grant will be fully exercisable as of March 4,2008.

**(7)**                Ms. Zoth was granted 20,000 options on April 19,2004, which become exercisable in equal quarterly installments over four years.As of December 31, 2006, 7,500 options were unexercisable. The remaining7,500 unexercisable options become exercisable in equal quarterly installmentsof 1,250 options, and the grant will be fully exercisable as of April 19,2008.

**(8)**                Ms. Zoth was granted 75,000 options on February 16,2005, which become exercisable in equal quarterly installments over four years.As of December 31, 2006, 42,188 options were unexercisable. The remaining42,188 unexercisable options become exercisable in equal quarterly installmentsof 4,687 or 4,688 options, and the grant will be fully exercisable as of February 16,2009.

**(9)**                Ms. Zoth was granted 65,000 options on February 23,2006, which become exercisable in equal quarterly installments over four years.As of December 31, 2006, 52,813 options were unexercisable. The remaining52,813 unexercisable options become exercisable in equal quarterly installmentsof 4,062 or 4,063 options, and the grant will be fully exercisable as of February 23,2010.

**(10)**           Dr. Hockmeyer was granted 125,000 options on February 20,2003, which become exercisable in equal quarterly installments over four years.As of December 31, 2006, 7,813 options were unexercisable. The remaining7,813 unexercisable options became exercisable on February 20, 2007.

**(11)**           Dr. Hockmeyer was granted 200,000 options on March 4,2004, which become exercisable in equal quarterly installments over four years.As of December 31, 2006, 62,500 options were unexercisable. The remaining62,500 unexercisable options become exercisable in equal quarterly installmentsof 12,500 options, and the grant will be fully exercisable as of March 4,2008.

**(12)**           Dr. Hockmeyer was granted 175,000 options on February 16,2005, which become exercisable in equal quarterly installments over four years.As of December 31, 2006, 98,438 options were unexercisable. The remaining98,438 unexercisable options become exercisable in equal quarterly installmentsof 10,937 or 10,938 options, and the grant will be fully exercisable as of February 16,2009.

**(13)**           Dr. Hockmeyer was granted 160,000 options on February 23,2006, which become exercisable in equal quarterly installments over four years.As of December 31, 2006, 130,000 options were unexercisable. The remaining130,000 unexercisable options become exercisable in equal quarterlyinstallments of 10,000 options, and the grant will be fully exercisable as of February 23,2010.

**(14)**           Dr. Young was granted 250,000 options on February 20,2003, which become exercisable in equal quarterly installments over four years.As of December 31, 2006, 15,625 options were unexercisable. The remaining15,625 unexercisable options became exercisable on February 20, 2007.

**(15)**           Dr. Young was granted 200,000 options on March 4,2004, which become exercisable in equal quarterly installments over four years.As of December 31, 2006, 62,500 options were unexercisable. The remaining62,500 unexercisable options become exercisable in equal quarterly installmentsof 12,500 options, and the grant will be fully exercisable as of March 4,2008.

**(16)**           Dr. Young was granted 175,000 options on February 16,2005, which become exercisable in equal quarterly installments over four years.As of December 31, 2006, 98,438 options were unexercisable. The remaining98,438 unexercisable options become exercisable in equal quarterly installmentsof 10,937 or 10,938 options, and the grant will be fully exercisable as of February 16,2009.

**(17)**           Dr. Young was granted 170,000 options on February 23,2006, which become exercisable in equal quarterly installments over four years.As of December 31, 2006, 138,125 options were unexercisable. The remaining138,125 unexercisable options become exercisable in equal quarterlyinstallments of 10,625 options, and the grant will be fully exercisable as of February 23,2010.

**(18)**           Dr. Connor was granted 90,000 options on February 20,2003, which become exercisable in equal quarterly installments over four years.As of December 31, 2006, 5,625 options were unexercisable. The remaining5,625 unexercisable options became exercisable on February 20, 2007.

**(19)**           Dr. Connor was granted 75,000 options on March 4,2004, which become exercisable in equal quarterly installments over four years.As of December 31, 2006, 23,438 options were unexercisable. The remaining23,438 unexercisable options become exercisable in equal quarterly installmentsof 4,687 or 4,688 options, and the grant will be fully exercisable as of March 4,2008.

**(20)**           Dr. Connor was granted 25,000 options on August 25,2004, which become exercisable in equal quarterly installments over four years.As of December 31, 2006, 10,938 options were unexercisable. The remaining10,938 unexercisable options become exercisable in equal quarterly installmentsof 1,562 or 1,563 options, and the grant will be fully exercisable as of August 25,2008.

21

----

**(21)**           Dr. Connor was granted 100,000 options on February 16,2005, which become exercisable in equal quarterly installments over four years.As of December 31, 2006, 56,250 options were unexercisable. The remaining56,250 unexercisable options become exercisable in equal quarterly installmentsof 6,250 options, and the grant will be fully exercisable as of February 16,2009.

**(22)**           Dr. Connor was granted 100,000 options on February 23,2006, which become exercisable in equal quarterly installments over four years.As of December 31, 2006, 81,250 options were unexercisable. The remaining81,250 unexercisable options become exercisable in equal quarterly installmentsof 6,250 options, and the grant will be fully exercisable as of February 23,2010.

*Option Exercisesand Stock Vested*

Thefollowing table provides additional information regarding the amounts receivedduring 2006 by the Named Executive Officers upon exercise, vesting, or transferof stock options:

| **A**                                                                          | ** ** | **B**                  | ** ** | **C**                                                                    | ** ** | **D**                                                 | ** ** | **E**                                                              | ** ** |
|--------------------------------------------------------------------------------|------------|------------------------|------------|--------------------------------------------------------------------------|------------|-------------------------------------------------------|------------|--------------------------------------------------------------------|------------|
| ** **                                                                     | ** ** | **Option Awards** | ** ** | **Stock Awards**                                                    | ** ** |
| **Name & Principal Position**                               | ** ** | ** **             | ** ** | **Number of  Shares Acquired  on Exercise (#)  (1)** | ** ** | **Value Realized on  Exercise ($)(2)** | ** ** | **Number of  Shares Acquired  on Vesting (#)** | ** ** | **Value Realized  on Vesting ($)** | ** ** |
| David M. Mott,  Chief Executive Officer, President & Vice Chairman    |       |                   | 125,466    |                                                                     |       |                                                  | $          | 3,864,733                                                          |       |   |   |   |   |   |
| Lota S. Zoth,  Senior Vice President & Chief Financial Officer        |       |                   | —     |                                                                     |       |                                                  | $          | —                                                             |       |   |   |   |   |   |
| Wayne T.  Hockmeyer, Ph.D., Chairman; President, MedImmune Ventures, Inc. |       |                   | —     |                                                                     |       |                                                  | $          | —                                                             |       |   |   |   |   |   |
| James F. Young,  Ph.D., President, Research and Development                    |       |                   | 12,966     |                                                                     |       |                                                  | $          | 386,334                                                            |       |   |   |   |   |   |
| Edward M. Connor, M.D.,  Executive Vice President and Chief Medical Officer    |       |                   | 24,000     |                                                                     |       |                                                  | $          | 780,720                                                            |       |   |   |   |   |   |
|                                                                                |            |                        |            |                                                                          |            |                                                       |            |                                                                    |            |  |  |  |  |  |  |  |

----

**NOTES:**

**(1)****         **Represents the number of shares acquiredupon the exercise of stock options in 2006.

**(2)****         **Represents the value realized upon theexercise of stock options in 2006 based on the difference between the commonstock price on the date the shares were acquired less the exercise price.

*Pension Benefits*

We do not have anyqualified or non-qualified defined benefit plans.

*NonqualifiedDeferred Compensation*

We do not have any non-qualified defined contributionplans or other deferred compensation plans.

22

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*Potential Paymentsupon Termination or Change-in-Control*

Asdiscussed in the section entitled “Employment Agreements,” we have entered intocertain agreements that may require us to make certain payments and/or providecertain benefits to the Named Executive Officers in the event of a terminationof employment or a change-in-control. The following series of tables summarizethe potential payments to each Named Executive Officer assuming that thetriggering event occurred on December 31, 2006:

| **A**                                                                                                                  | ** ** | **B**            | ** ** | **C**                 | ** ** | **D**                     | ** ** | **E**                    | ** ** |
|------------------------------------------------------------------------------------------------------------------------|------------|------------------|------------|-----------------------|------------|---------------------------|------------|--------------------------|------------|
| **David M. Mott, Chief Executive Officer, President & Vice Chairman** | ** ** |
| ** **                                                                                                             | ** ** | **Voluntary(1)** | ** ** | **For Cause(1)** | ** ** | **Without Cause(2)** | ** ** | **Change-in-Control(3)** | ** ** |
| **Cash  Severance**                                                                                                    |       |             | $          | —                |       |                      |       | $                        | —     |   |   |   | $ | 4,700,000 |   |   |   | $ | 6,554,438 |   |   |
| **Equity**                                                                                                             | ** ** | ** **       | ** ** |                  | ** ** | ** **                | ** ** |                     | ** ** | ** ** | ** ** |   | ** ** | ** ** | ** ** |   |   |
| Unexercisable Options                                                                                                  |       |             | $          | —                |       |                      |       | $                        | —     |   |   |   | $ | — |   |   |   | $ | 5,000,156 |   |   |
| Total                                                                                                                  |       |             | $          | —                |       |                      |       | $                        | —     |   |   |   | $ | — |   |   |   | $ | 5,000,156 |   |   |
| **Retirement Benefits**                                                                                                | ** ** | ** **       | ** ** |                  | ** ** | ** **                | ** ** |                     | ** ** | ** ** | ** ** |   | ** ** | ** ** | ** ** |   |   |
| Defined Contribution Plan                                                                                              |       |             | $          | —                |       |                      |       | $                        | —     |   |   |   | $ | — |   |   |   | $ | — |   |   |
| Total                                                                                                                  |       |             | $          | —                |       |                      |       | $                        | —     |   |   |   | $ | — |   |   |   | $ | — |   |   |
| **Unvested  Deferred Compensation**                                                                                    |       |             | $          | —                |       |                      |       | $                        | —     |   |   |   | $ | — |   |   |   | $ | — |   |   |
| **Other Benefits**                                                                                                     | ** ** | ** **       | ** ** |                  | ** ** | ** **                | ** ** |                     | ** ** | ** ** | ** ** |   | ** ** | ** ** | ** ** |   |   |
| Health & Welfare                                                                                              |       |             | $          | —                |       |                      |       | $                        | —     |   |   |   | $ | 20,000 |   |   |   | $ | 30,000 |   |   |
| Administrative Support                                                                                                 |       |             | $          | —                |       |                      |       | $                        | —     |   |   |   | $ | — |   |   |   | $ | — |   |   |
| Tax Gross-Ups                                                                                                          |       |             | $          | —                |       |                      |       | $                        | —     |   |   |   | $ | — |   |   |   | $ | 4,070,616 |   |   |
| Total                                                                                                                  |       |             | $          | —                |       |                      |       | $                        | —     |   |   |   | $ | 20,000 |   |   |   | $ | 4,100,616 |   |   |
| **Total**                                                                                                              | ** ** | ** **       | **$**      | **—**            |       | ** **                | ** ** | **$**                    | **—** |   | ** ** | ** ** | **$** | **4,720,000** |   | ** ** | ** ** | **$** | **15,655,210** |   |   |

 

| **A**                                                                                                              | ** ** | **B**            | ** ** | **C**                 | ** ** | **D**                     | ** ** | **E**                    | ** ** |
|--------------------------------------------------------------------------------------------------------------------|------------|------------------|------------|-----------------------|------------|---------------------------|------------|--------------------------|------------|
| **Lota S. Zoth, Senior Vice President & Chief Financial Officer** | ** ** |
| ** **                                                                                                         | ** ** | **Voluntary(1)** | ** ** | **For Cause(1)** | ** ** | **Without Cause(2)** | ** ** | **Change-in-Control(3)** | ** ** |
| **Cash  Severance**                                                                                                |       |             | $          | —                |       |                      |       | $                        | —     |   |   |   | $ | 525,000 |   |   |   | $ | 999,667 |   |   |
| **Equity**                                                                                                         | ** ** | ** **       | ** ** |                  | ** ** | ** **                | ** ** |                     | ** ** | ** ** | ** ** |   | ** ** | ** ** | ** ** |   |   |
| Unexercisable Options                                                                                              |       |             | $          | —                |       |                      |       | $                        | —     |   |   |   | $ | — |   |   |   | $ | 526,509 |   |   |
| Total                                                                                                              |       |             | $          | —                |       |                      |       | $                        | —     |   |   |   | $ | — |   |   |   | $ | 526,509 |   |   |
| **Retirement Benefits**                                                                                            | ** ** | ** **       | ** ** |                  | ** ** | ** **                | ** ** |                     | ** ** | ** ** | ** ** |   | ** ** | ** ** | ** ** |   |   |
| Defined Contribution Plan                                                                                          |       |             | $          | —                |       |                      |       | $                        | —     |   |   |   | $ | — |   |   |   | $ | — |   |   |
| Total                                                                                                              |       |             | $          | —                |       |                      |       | $                        | —     |   |   |   | $ | — |   |   |   | $ | — |   |   |
| **Unvested  Deferred Compensation**                                                                                |       |             | $          | —                |       |                      |       | $                        | —     |   |   |   | $ | — |   |   |   | $ | — |   |   |
| **Other Benefits**                                                                                                 | ** ** | ** **       | ** ** |                  | ** ** | ** **                | ** ** |                     | ** ** | ** ** | ** ** |   | ** ** | ** ** | ** ** |   |   |
| Health & Welfare                                                                                          |       |             | $          | —                |       |                      |       | $                        | —     |   |   |   | $ | 10,000 |   |   |   | $ | 20,000 |   |   |
| Administrative Support                                                                                             |       |             | $          | —                |       |                      |       | $                        | —     |   |   |   | $ | — |   |   |   | $ | — |   |   |
| Tax Gross Ups                                                                                                      |       |             | $          | —                |       |                      |       | $                        | —     |   |   |   | $ | — |   |   |   | $ | 547,535 |   |   |
| Total                                                                                                              |       |             | $          | —                |       |                      |       | $                        | —     |   |   |   | $ | 10,000 |   |   |   | $ | 567,535 |   |   |
| **Total**                                                                                                          | ** ** | ** **       | **$**      | **—**            |       | ** **                | ** ** | **$**                    | **—** |   | ** ** | ** ** | **$** | **535,000** |   | ** ** | ** ** | **$** | **2,093,711** |   |   |

 

23

----

 

| **A**                                                                                                                | ** ** | **B**            | ** ** | **C**                 | ** ** | **D**                     | ** ** | **E**                    | ** **  |
|----------------------------------------------------------------------------------------------------------------------|------------|------------------|------------|-----------------------|------------|---------------------------|------------|--------------------------|-------------|
| **Wayne T. Hockmeyer, Ph.D., Chairman; President, MedImmune Ventures, Inc.** | ** ** |
| ** **                                                                                                           | ** ** | **Voluntary(1)** | ** ** | **For Cause(1)** | ** ** | **Without Cause(2)** | ** ** | **Change-in-Control(3)** | ** **  |
| **Cash  Severance**                                                                                                  |       |             | $          | —                |       |                      |       | $                        | —      |   |   |   | $ | 1,750,000 |   |   |   | $ | 2,440,482 |   |   |
| **Equity**                                                                                                           | ** ** | ** **       | ** ** |                  | ** ** | ** **                | ** ** |                     | ** **  | ** ** | ** ** |   | ** ** | ** ** | ** ** |   |   |
| Unexercisable Options                                                                                                |       |             | $          | —                |       |                      |       | $                        | —      |   |   |   | $ | — |   |   |   | $ | 1,388,365 |   |   |
| Total                                                                                                                |       |             | $          | —                |       |                      |       | $                        | —      |   |   |   | $ | — |   |   |   | $ | 1,388,365 |   |   |
| **Retirement Benefits**                                                                                              | ** ** | ** **       | ** ** |                  | ** ** | ** **                | ** ** |                     | ** **  | ** ** | ** ** |   | ** ** | ** ** | ** ** |   |   |
| Defined Contribution Plan                                                                                            |       |             | $          | —                |       |                      |       | $                        | —      |   |   |   | $ | — |   |   |   | $ | — |   |   |
| Total                                                                                                                |       |             | $          | —                |       |                      |       | $                        | —      |   |   |   | $ | — |   |   |   | $ | — |   |   |
| **Unvested  Deferred Compensation**                                                                                  |       |             | $          | —                |       |                      |       | $                        | —      |   |   |   | $ | — |   |   |   | $ | — |   |   |
| **Other Benefits**                                                                                                   | ** ** | ** **       | ** ** |                  | ** ** | ** **                | ** ** |                     | ** **  | ** ** | ** ** |   | ** ** | ** ** | ** ** |   |   |
| Health & Welfare                                                                                            |       |             | $          | 169,313               |       |                      |       | $                        | 169,313     |   |   |   | $ | 169,313 |   |   |   | $ | 169,313 |   |   |
| Administrative Support                                                                                               |       |             | $          | 183,519               |       |                      |       | $                        | —      |   |   |   | $ | 183,519 |   |   |   | $ | 183,519 |   |   |
| Tax Gross Ups                                                                                                        |       |             | $          | —                |       |                      |       | $                        | —      |   |   |   | $ | — |   |   |   | $ | 1,350,172 |   |   |
| Total                                                                                                                |       |             | $          | 352,832               |       |                      |       | $                        | 169,313     |   |   |   | $ | 352,832 |   |   |   | $ | 1,703,004 |   |   |
| **Total**                                                                                                            | ** ** | ** **       | **$**      | **352,832**           |       | ** **                | ** ** | **$**                    | **169,313** |   | ** ** | ** ** | **$** | **2,102,832** |   | ** ** | ** ** | **$** | **5,531,851** |   |   |

 

| **A**                                                                                             | ** ** | **B**            | ** ** | **C**                 | ** ** | **D**                     | ** ** | **E**                    | ** ** |
|---------------------------------------------------------------------------------------------------|------------|------------------|------------|-----------------------|------------|---------------------------|------------|--------------------------|------------|
| **James F. Young, Ph.D., President, Research and Development** | ** ** |
| ** **                                                                                        | ** ** | **Voluntary(1)** | ** ** | **For Cause(1)** | ** ** | **Without Cause(2)** | ** ** | **Change-in-Control(3)** | ** ** |
| **Cash  Severance**                                                                               |       |             | $          | —                |       |                      |       | $                        | —     |   |   |   | $ | 2,160,000 |   |   |   | $ | 3,012,252 |   |   |
| **Equity**                                                                                        | ** ** | ** **       | ** ** |                  | ** ** | ** **                | ** ** |                     | ** ** | ** ** | ** ** |   | ** ** | ** ** | ** ** |   |   |
| Unexercisable Options                                                                             |       |             | $          | —                |       |                      |       | $                        | —     |   |   |   | $ | — |   |   |   | $ | 1,412,035 |   |   |
| Total                                                                                             |       |             | $          | —                |       |                      |       | $                        | —     |   |   |   | $ | — |   |   |   | $ | 1,412,035 |   |   |
| **Retirement Benefits**                                                                           | ** ** | ** **       | ** ** |                  | ** ** | ** **                | ** ** |                     | ** ** | ** ** | ** ** |   | ** ** | ** ** | ** ** |   |   |
| Defined Contribution Plan                                                                         |       |             | $          | —                |       |                      |       | $                        | —     |   |   |   | $ | — |   |   |   | $ | — |   |   |
| Total                                                                                             |       |             | $          | —                |       |                      |       | $                        | —     |   |   |   | $ | — |   |   |   | $ | — |   |   |
| **Unvested  Deferred Compensation**                                                               |       |             | $          | —                |       |                      |       | $                        | —     |   |   |   | $ | — |   |   |   | $ | — |   |   |
| **Other Benefits**                                                                                | ** ** | ** **       | ** ** |                  | ** ** | ** **                | ** ** |                     | ** ** | ** ** | ** ** |   | ** ** | ** ** | ** ** |   |   |
| Health & Welfare                                                                         |       |             | $          | —                |       |                      |       | $                        | —     |   |   |   | $ | 20,000 |   |   |   | $ | 30,000 |   |   |
| Administrative Support                                                                            |       |             | $          | —                |       |                      |       | $                        | —     |   |   |   | $ | — |   |   |   | $ | — |   |   |
| Tax Gross Ups                                                                                     |       |             | $          | —                |       |                      |       | $                        | —     |   |   |   | $ | — |   |   |   | $ | 1,588,918 |   |   |
| Total                                                                                             |       |             | $          | —                |       |                      |       | $                        | —     |   |   |   | $ | 20,000 |   |   |   | $ | 1,618,918 |   |   |
| **Total**                                                                                         | ** ** | ** **       | **$**      | **—**            |       | ** **                | ** ** | **$**                    | **—** |   | ** ** | ** ** | **$** | **2,180,000** |   | ** ** | ** ** | **$** | **6,043,205** |   |   |

 

24

----

 

| **A**                                                                                                                            | ** ** | **B**      | ** ** | **C**            | ** ** | **D**                 | ** ** | **E**                     | ** ** |
|----------------------------------------------------------------------------------------------------------------------------------|------------|------------|------------|------------------|------------|-----------------------|------------|---------------------------|------------|
| **Edward M. Connor, M.D., Executive Vice President and Chief Medical Officer** | ** ** |
| **Name**                                                                                                                         | ** ** | ** ** | ** ** | **Voluntary(1)** | ** ** | **For Cause(1)** | ** ** | **Without Cause(2)** | ** ** | **Change-in-Control(3)** | ** ** |
| **Cash  Severance**                                                                                                              |       |       | $          | —           |       |                  |       | $                         | —     |   |   |   | $ | 715,000 |   |   |   | $ | 1,361,452 |   |   |
| **Equity**                                                                                                                       | ** ** | ** ** | ** ** |             | ** ** | ** **            | ** ** |                      | ** ** | ** ** | ** ** |   | ** ** | ** ** | ** ** |   |   |
| Unexercisable Options                                                                                                            |       |       | $          | —           |       |                  |       | $                         | —     |   |   |   | $ | — |   |   |   | $ | 788,428 |   |   |
| Total                                                                                                                            |       |       | $          | —           |       |                  |       | $                         | —     |   |   |   | $ | — |   |   |   | $ | 788,428 |   |   |
| **Retirement Benefits**                                                                                                          |       |       |       |             |       |                  |       |                      |       |   |   |   |   |   |   |   |   |
| Defined Contribution Plan                                                                                                        |       |       | $          | —           |       |                  |       | $                         | —     |   |   |   | $ | — |   |   |   | $ | — |   |   |
| Total                                                                                                                            |       |       | $          | —           |       |                  |       | $                         | —     |   |   |   | $ | — |   |   |   | $ | — |   |   |
| **Unvested  Deferred Compensation**                                                                                              |       |       | $          | —           |       |                  |       | $                         | —     |   |   |   | $ | — |   |   |   | $ | — |   |   |
| **Other Benefits**                                                                                                               | ** ** | ** ** | ** ** |             | ** ** | ** **            | ** ** |                      | ** ** | ** ** | ** ** |   | ** ** | ** ** | ** ** |   |   |
| Health & Welfare                                                                                                        |       |       | $          | —           |       |                  |       | $                         | —     |   |   |   | $ | 10,000 |   |   |   | $ | 20,000 |   |   |
| Administrative Support                                                                                                           |       |       | $          | —           |       |                  |       | $                         | —     |   |   |   | $ | — |   |   |   | $ | — |   |   |
| Tax Gross Ups                                                                                                                    |       |       | $          | —           |       |                  |       | $                         | —     |   |   |   | $ | — |   |   |   | $ | — |   |   |
| Total                                                                                                                            |       |       | $          | —           |       |                  |       | $                         | —     |   |   |   | $ | 10,000 |   |   |   | $ | 20,000 |   |   |
| **Total**                                                                                                                        | ** ** | ** ** | **$**      | **—**       |       | ** **            | ** ** | **$**                     | **—** |   | ** ** | ** ** | **$** | **725,000** |   | ** ** | ** ** | **$** | **2,169,880** |   |   |
|                                                                                                                                  |            |            |            |                  |            |                       |            |                           |            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

----

**NOTES:**

**(1)****         **Under voluntary termination or in thecase of termination for cause, all executives do not receive cash severance orany other payments or benefits contingent on the termination (but may beentitled to any earned base salary and/or accrued and unpaid compensation orbenefits up to the date of termination). As our Founder, Dr. Hockmeyer isentitled to lifetime continuation of medical benefits, eligibility for which isnot affected by termination under any scenario. Additionally, Dr. Hockmeyeris entitled to administrative support services for a two year period followinga voluntary termination. The values of these benefits are reflected in thetermination payment tables.

**(2)****         **Upon a termination without cause, Mr. Mottand Dr. Young would be entitled to the following payments and benefits:base salary and accrued/unpaid compensation or benefits through date oftermination; semi-monthly severance payments totaling two times salary plus twotimes the greater of the most recent performance-based incentive award paid orthe average of the last three awards paid; and continued medical benefits fortwo years (which applies to the plan in which the executive was participatingon the date of termination, if any). Upon a termination without cause, Dr. Hockmeyerwould be entitled to the following payments and benefits: base salary andaccrued/unpaid compensation or benefits through date of termination;semi-monthly severance payments totaling two times salary plus two times thegreater of the most recent performance-based incentive award paid or $300,000;administrative support services for two years following termination; andlifetime medical benefits. Upon a termination without cause, Ms. Zoth and Dr. Connorwould be entitled to the following payments and benefits: base salary andaccrued/unpaid compensation or benefits through date of termination;semi-monthly severance payments totaling one times salary plus one times thegreater of the most recent performance-based incentive award paid or theaverage of the last three awards paid; and continued medical benefits for oneyear (which applies to the plan in which the executive was participating on thedate of termination, if any).

**(3)****         **Upon a termination following achange-in-control, Mr. Mott and Dr. Young would be entitled to thefollowing payments and benefits: base salary and accrued/unpaid compensation orbenefits through date of termination; present value lump sum severance amountequal to three times salary plus three times the greater of the most recentperformance-based incentive award paid or the average of the last three awardspaid; all outstanding unexercisable options will become exercisable immediatelyupon the change-in-control; and continued medical benefits for three years(which applies to the plan in which the executive was participating on the dateof termination, if any).

25

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If payments and benefits received by the executive aresubject to excise tax imposed by Section 4999 of the Internal RevenueCode, the executive would be entitled to an additional “gross-up” payment suchthat the executive would retain the same amount, net of all taxes includingexcise taxes and income taxes imposed on the “gross-up” payment, that wouldhave been retained had the excise tax not been triggered.

Upon a termination following a change-in-control, Dr. Hockmeyerwould be entitled to the following payments and benefits: base salary andaccrued/unpaid compensation or benefits through date of termination; presentvalue lump sum severance amount equal to three times salary plus three timesthe greater of the most recent performance-based incentive award paid or$300,000; all outstanding unexercisable options will become exercisableimmediately upon the change-in-control; continued medical benefits for life(which applies to the plan in which he was participating on the date oftermination, if any). If payments and benefits received by the executive aresubject to excise tax imposed by Section 4999 of the Internal RevenueCode, Dr. Hockmeyer would be entitled to an additional “gross-up” paymentsuch that he would retain the same amount, net of all taxes including excisetaxes and income taxes imposed on the “gross-up” payment, that would have beenretained had the excise tax not been triggered.

Upon a termination following a change-in-control, Ms. Zothand Dr. Connor would be entitled to the following payments and benefits:base salary and accrued/unpaid compensation or benefits through date oftermination; present value lump sum severance amount equal to two times salaryplus two times the greater of the most recent performance-based incentive awardpaid or the average of the last three awards paid; all outstandingunexercisable options will become exercisable immediately upon terminationfollowing a change-in-control; continued medical benefits for two years (whichapplies to the plan in which he was participating on the date of termination,if any). If payments and benefits received by the executive are subject toexcise tax imposed by Section 4999 of the Internal Revenue Code, theexecutive would be entitled to an additional “gross-up” payment such that theexecutive would retain the same amount, net of all taxes including excise taxesand income taxes imposed on the “gross-up” payment, that would have beenretained had the excise tax not been triggered.

26

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*DirectorCompensation*

Thefollowing table sets forth information regarding the aggregate compensation wepaid to the non-executive members of our Board of Directors during the fiscalyear ended December 31, 2006:

| **A**                             | ** ** | **B**      | ** ** | **C**                                                      | ** ** | **D**                | ** ** | **E**                         | ** ** | **F**                                              | ** ** | **G**                                                                                            | ** ** | **H**                                 | ** ** |
|-----------------------------------|------------|------------|------------|------------------------------------------------------------|------------|----------------------|------------|-------------------------------|------------|----------------------------------------------------|------------|--------------------------------------------------------------------------------------------------|------------|---------------------------------------|------------|
| **Name**                          | ** ** | ** ** | ** ** | **Fees  Earned or  Paid in  Cash ($)  (1)** | ** ** | **Stock  Awards($)** | ** ** | **Option  Awards($)  (2)(3)** | ** ** | **Non-Equity  Incentive  Plan  Compensation  ($)** | ** ** | **Change in  Pension  Value &  Nonqualified  Deferred  Compensation  Earnings($)** | ** ** | **All Other  Compensation  ($)** | ** ** | **Total($)** | ** ** |
| David Baltimore,  Ph.D.           |       |       | $          | 36,500                                                     |       |                 |       | $                             | —     |                                               |       | $                                                                                                | 276,988    |                                  |       | $ | — |   |   |   | $ | — |   |   |   | $ | — |   |   | $ | 313,488 |   |
| M. James Barrett,  Ph.D.          |       |       | $          | 45,000                                                     |       |                 |       | $                             | —     |                                               |       | $                                                                                                | 284,812    |                                  |       | $ | — |   |   |   | $ | — |   |   |   | $ | — |   |   | $ | 329,812 |   |
| James H.  Cavanaugh, Ph.D.        |       |       | $          | 37,500                                                     |       |                 |       | $                             | —     |                                               |       | $                                                                                                | 284,812    |                                  |       | $ | — |   |   |   | $ | — |   |   |   | $ | — |   |   | $ | 322,312 |   |
| Barbara Hackman  Franklin         |       |       | $          | 61,000                                                     |       |                 |       | $                             | —     |                                               |       | $                                                                                                | 284,812    |                                  |       | $ | — |   |   |   | $ | — |   |   |   | $ | — |   |   | $ | 345,812 |   |
| Gordon S.  Macklin*               |       |       | $          | 44,500                                                     |       |                 |       | $                             | —     |                                               |       | $                                                                                                | 284,812    |                                  |       | $ | — |   |   |   | $ | — |   |   |   | $ | — |   |   | $ | 329,312 |   |
| George M.  Milne, Jr., Ph.D. |       |       | $          | 39,500                                                     |       |                 |       | $                             | —     |                                               |       | $                                                                                                | 235,191    |                                  |       | $ | — |   |   |   | $ | — |   |   |   | $ | — |   |   | $ | 274,691 |   |
| Elizabeth H. S. Wyatt             |       |       | $          | 42,000                                                     |       |                 |       | $                             | —     |                                               |       | $                                                                                                | 290,861    |                                  |       | $ | — |   |   |   | $ | — |   |   |   | $ | — |   |   | $ | 332,861 |   |
|                                   |            |            |            |                                                            |            |                      |            |                               |            |                                                    |            |                                                                                                  |            |                                       |            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

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**NOTES:**

*                    Mr. Macklindied on January 30, 2007.

**(1)****         **Each outside director receives a $30,000annual cash retainer, as well as a $2,500 fee for each Board of Directorsmeeting attended. In addition, the chairperson of the Audit Committee receivesa $12,500 retainer per year and the respective chairpersons of the othercommittees of the Board of Directors receive a $2,500 retainer each per year. Outsidedirectors also receive a $1,000 per meeting fee for attending committeemeetings of which the director is a member.

**(2)****         **New outside directors receive options for30,000 shares at the commencement of their service on the Board of Directors. Continuingoutside directors receive options for 25,000 shares annually (generally grantedon or near June 30th of each year). All of the outside Directors on thistable joined the Board prior to the 2006 calendar year. As of December 31,2006, the outside Directors had outstanding stock options in the followingamounts: Dr. Baltimore: 115,000 of which 45,000 were exercisable as of December 31,2006; Dr. Barrett: 235,000 of which 135,000 were exercisable as of December 31,2006; Dr. Cavanaugh: 205,000 of which 135,000 were exercisable as of December 31,2006; Ms. Franklin: 235,000 of which 165,000 were exercisable as of December 31,2006; Mr. Macklin: 295,000 of which 225,000 were exercisable as of December 31,2006; Dr. Milne: 85,000 of which 15,000 were exercisable as of December 31,2006; and Ms. Wyatt: 175,000 of which 105,000 were exercisable as of December 31,2006. The fair value of stock options that were granted to each director in2006 was estimated by using a binomial lattice-based valuation model with thefollowing assumptions:  dividend yield of0%, volatility equal to 31%, interest rate equal to 5.1% and an expected optionlife as derived from the binomial model of 5.4 years.

**(3)****         **TheFAS 123R expense recorded for each director in 2006, including a portionof the FAS 123R expense arising from 2006 grants and any expense recordedin 2006 for prior year’s grants.

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**Item 12.**                 *SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ANDRELATED STOCKHOLDER MATTERS*

**PrincipalStockholders**

The following table setsforth certain information regarding the beneficial ownership of our commonstock of each person known to be the beneficial owner of more than five percentof the outstanding common stock, each of our directors, each of our NamedExecutive Officers and all our executive officers and directors as a group.Unless otherwise specified, the information in the table below is as of January 31,2007 and the address of each named beneficial owner is c/o MedImmune, Inc.,One MedImmune Way, Gaithersburg, Maryland 20878.

|                                                                     | ** ** | **Beneficial Ownership** | ** ** |
|---------------------------------------------------------------------|------------|-------------------------------|------------|
| **Name**                                                            | ** ** | ** **                    | ** ** | **Number of  Shares** | ** ** | **Percent** | ** ** |
| Goldman Sachs Asset  Management, L.P.(1)                            |       | 22,230,730                    |       |   | 9.33 | % |   |
| 32 Old Slip                                                         |       |                          |       |   |   |   |   |
| New York, New York 10005                                            |       |                          |       |   |   |   |   |
| T. Rowe Price  Associates, Inc.(2)                             |       | 15,852,152                    |       |   | 6.65 | % |   |
| 100 E. Pratt  Street                                                |       |                          |       |   |   |   |   |
| Baltimore, MD  21202                                                |       |                          |       |   |   |   |   |
| Fidelity Research &  Management Corp.(3)                   |       | 12,253,710                    |       |   | 5.14 | % |   |
| 82 Devonshire Street                                                |       |                          |       |   |   |   |   |
| Boston, MA 02109                                                    |       |                          |       |   |   |   |   |
| Wayne T.  Hockmeyer, Ph.D.(4)                                       |       | 1,878,100                     |       |   | * |   |   |
| David M. Mott(4)                                                    |       | 4,942,598                     |       |   | 2.07 | % |   |
| David Baltimore,  Ph.D.(4)                                          |       | 49,560                        |       |   | * |   |   |
| M. James Barrett, Ph.D.(4)                                          |       | 166,000                       |       |   | * |   |   |
| James H.  Cavanaugh, Ph.D.(4)                                       |       | 236,590                       |       |   | * |   |   |
| Barbara Hackman Franklin(4)                                         |       | 169,925                       |       |   | * |   |   |
| George M.  Milne, Jr., Ph.D. (4)                               |       | 22,500                        |       |   | * |   |   |
| Elizabeth H.S. Wyatt (4)                                            |       | 106,000                       |       |   | * |   |   |
| James F. Young,  Ph.D.(4) (5)                                  |       | 1,951,625                     |       |   | * |   |   |
| Edward M. Connor, M.D. (4)                                          |       | 665,875                       |       |   | * |   |   |
| Lota S. Zoth,  C.P.A.(4)                                            |       | 148,963                       |       |   | * |   |   |
| All executive officers and  directors as a group (17 persons)(4)(5) |       | 10,962,163                    |       |   | 4.60 | % |   |
|                                                                     |            |                               |            |  |  |  |  |  |  |

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*                     Less than one percent.

(1)             Based on a Schedule 13G filed on February 9, 2007.

(2)             Based on an amendment to Schedule 13G filed on February 13,2007. We have been advised that various individual and institutional investorsown these securities and T. Rowe Price Associates, Inc. serves asinvestment adviser with the power to direct investments and/or sole power tovote the securities. For purposes of the reporting requirements of theSecurities Exchange Act of 1934, T. Rowe Price Associates, Inc. is deemedto be the beneficial owner of such securities, but it expressly disclaims suchbeneficial ownership.

(3)             Based on an amendment to Schedule 13G filed on February 14,2007.

(4)             Includes shares of common stock issuable upon exerciseof options vesting prior to April 1, 2007 as follows: Dr. Hockmeyer,1,867,500 shares; Mr. Mott, 4,623,982 shares; Dr. Baltimore, 45,000shares; Dr. Barrett, 165,000 shares; Dr. Cavanaugh, 135,000 shares; Ms. Franklin,165,000 shares; Dr. Milne, 22,500; Ms. Wyatt, 105,000 shares; Dr. Young,1,853,693 shares; Dr. Connor, 601,875 shares; Ms. Zoth, 147,500shares; and all executive officers and directors as a group, 10,333,424 shares.

(5)             Includes 11,039 shares as to which Dr. Younghas shared voting power, which shares are held in the James F. and Christine M.Young Foundation, a charitable foundation.

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**Equity CompensationPlan Information**

Thefollowing table provides information as of December 31, 2006, with respectto shares of our common stock that may be issued under our equity compensationplans:

| ** **                                                      | ** ** | **A**      | ** ** | **B**                                                                                                | ** ** | **C**                                                                        | ** ** |
|-----------------------------------------------------------------|------------|------------|------------|------------------------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------|------------|
| **Plan Category**                                          | ** ** | ** ** | ** ** | **Number of  Shares to be  Issued Upon  Exercise of  Outstanding  Options** | ** ** | **Weighted Average  Exercise Price  of Outstanding  Options** | ** ** | **Number of Shares  Remaining Available  for Future Issuance  Under Equity  Compensation  Plans (Excluding  Shares in Column A)** | ** ** |
| Equity  Compensation Plans Approved by Securities Holders: |       |       |       |                                                                                                 |       |                                                                         |       |   |   |   |   |
| MedImmune  Plans(1)                                             |       | 29,040,377 |       |                                                                                                 | $          | 33.02                                                                        | (2)        |   |   | 16,838,329 | (3) |   |
| Plans Acquired  through Acquisitions(4)                         |       | 423,605    |       |                                                                                                 | $          | 33.29                                                                        |       |   |   | — |   |   |
| Equity  Compensation Plans Not Approved by Securities Holders:  |       |       |       |                                                                                                 |       |                                                                         |       |   |   |   |   |
| MedImmune Plans                                                 |       |       |       |                                                                                                 |       |                                                                         |       |   |   |   |   |
| Plans Acquired  through Acquisitions(5)                         |       | 645,784    |       |                                                                                                 | $          | 33.29                                                                        |       |   |   | — |   |   |
| Total                                                           |       | 30,109,766 |       |                                                                                                 | $          | 33.03                                                                        |       |   |   | 16,838,329 |   |   |
|                                                                 |            |            |            |                                                                                                      |            |                                                                              |            |  |  |  |  |  |  |  |

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(1)             Consists of the 2004 Stock Incentive Plan, as amended,the 2003 Non-Employee Directors Stock Option Plan, the 1993 Non-EmployeeDirectors Stock Option Plan, the 1999 Stock Option Plan, the 1991 Stock OptionPlan and the 2001 Employee Stock Purchase Plan (the “ESPP”).

(2)             Excludes shares available for future issuance under theESPP.

(3)             Includes shares available for future issuance under theESPP. As of December 31, 2006, no shares of our common stock wereavailable for issuance under the ESPP. The ESPP was terminated effective as of December 31,2006.

(4)             Consists of the U.S. Bioscience, Inc. 1992 StockOption Plan, the U.S. Bioscience, Inc. 1996 Non-Employee Directors StockPlan, the Aviron 1992 Stock Option Plan and the Aviron 1996 Equity IncentivePlan.

(5)             Consists of the U.S. Bioscience, Inc.Non-Executive Stock Option Plan, the Aviron 1999 Non-Officer Equity IncentivePlan and options issued by Aviron outside of any plan.

**Item 13.**                 *CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORINDEPENDENCE*

**CertainRelationships and Related Party Transactions**

The Board has determined that all members of the Boardother than Dr. Hockmeyer and Mr. Mott qualify as “independentdirectors” under the Marketplace rules of Nasdaq. Accordingly, eachDirector who serves on the Compensation and Stock Committee, the AuditCommittee and the Corporate Governance and Nominating Committee is anindependent director under the Nasdaq Marketplace rules. In addition, the Boardhas determined that each Director who serves on the Audit Committee is “independent”within the meaning of the rules of the SEC.

We employ twoindividuals who are deemed to be “related persons” to our directors orexecutive officers under the rules of the SEC:

·       JohnT. Hockmeyer, the son of Wayne T. Hockmeyer, Ph.D., has been employed in oursales and marketing group since 1996. John Hockmeyer’s total compensation in2006, inclusive of salary, performance-based incentive award, fair value ofstock options at grant date and employer-paid benefits was approximately$191,785.

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·       RichardL. Heddens, the brother-in-law of James F. Young, Ph.D., has been employed as asales representative of MedImmune since 2000. Mr. Heddens’ totalcompensation in 2006, inclusive of salary, commissions, fair value of stockoptions at grant and employer-paid benefits was approximately $133,884.

None of John Hockmeyer or Mr. Heddens areofficers of, or perform policy making functions at, the company. The salary,performance-based incentive award, stock options and commissions received by Messrs. Hockmeyerand Heddens is commensurate with amounts paid to our similarly situatedemployees. We offer all similarly situated employees the same employer-paidbenefits as these individuals. Dr. Hockmeyer does not review JohnHockmeyer’s performance or compensation and Dr. Young does not review Mr. Heddens’performance or compensation.

MedImmune, through its whollyowned subsidiary, MedImmune Ventures, Inc., invests from time to time inbiotechnology or pharmaceutical companies seeking venture capital financing.Three members of our Board of Directors are partners in unrelated venturecapital firms that also invest in biotechnology or pharmaceutical companiesand, on occasion, funds managed by these three unrelated venture capital firmshave invested in the same companies as MedImmune Ventures. In 2006, MedImmuneVentures made such investments in four new portfolio companies and purchasedadditional shares in three companies. In total, at the end of fiscal 2006,MedImmune Ventures held minority equity positions in six such portfoliocompanies in which one or the other of those venture capital firms has alsoinvested. No member of our Board of Directors received any fee or othercompensation from us as a result of these investments.

**Review and Approvalof Related Party Transactions**

The Audit Committee reviews and approves any majorrelated party transactions entered into between the company and related person,as required under the Securities Exchange Act of 1934. The company’s practicehas always been for the company’s management to present and seek approval ofrelated party transactions, if any, from the Audit Committee. The AuditCommittee reviews any proposed related party transaction to determine if suchtransaction is on terms and conditions that are comparable to or not lessfavorable than terms and conditions which would or could have been obtainedfrom unaffiliated third parties. With the exception of those transactions thathave been previously approved and disclosed above, since January 1, 2006,no related party transaction that is required to be disclosed under theSecurities Exchange Act of 1934 was presented for review and approval by theAudit Committee.

In February 2007, theBoard of Directors adopted a written policy related to the review and approvalof all related party transactions that reflects and is consistent with thecompany’s past practices. Under the new written policy, any transaction inwhich the company was, is or will be a participant and in which any relatedperson, had, has or will have a direct or indirect interest, including anytransactions requiring disclosure under Item 404 of Regulation S-K under theSecurities Exchange Act of 1934), other than transactions available to allemployees generally and without discrimination and transactions involving lessthan $10,000, when aggregated with all similar transactions, will have to be (i) approvedby the Audit Committee in accordance with the guidelines set forth in thepolicy, (ii) approved by the disinterested and independent members of theBoard; or (iii) approved by the Compensation Committee, if the transactionrelates to a compensation arrangement with the related person. The company’swritten policy on review and approval of related party transactions is setforth in Part VI of the Corporate Governance Guidelines, a copy of whichis posted on the company’s website at *www.medimmune.com*and is also attached as an exhibit to this Amendment No.1 to the Form 10-K.

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**DirectorIndependence**

The Board of Directors hasdetermined that, except for Dr. Hockmeyer and Mr. Mott, eachindividual who served as a member of the Board of Directors in 2006 was an “independentdirector” within the meaning of the Nasdaq Marketplace Rules. Dr. Hockmeyerand Mr. Mott are not independent because they are employed and serve asexecutive of the company or one or more of its subsidiaries.

**Item 14.**                 *PRINCIPAL ACCOUNTANT FEES AND SERVICES*

Thefollowing table summarizes fees billed to us by PricewaterhouseCoopers LLP forthe audit of our annual financial statements included in our Annual Report on Form 10-Kfor each of 2006 and 2005, review of our financial statements included in ourQuarterly Reports on Form 10-Q for 2006 and 2005, respectively, andservices that were provided by PricewaterhouseCoopers in connection withstatutory and regulatory filings or engagements for those fiscal years, in eachcase as described in greater detail below:

| ** **             | ** ** | **Worldwide Fees** | ** ** |
|------------------------|------------|-------------------------|------------|
| **Service**            | ** ** | ** **              | ** ** | **    2006    ** | ** ** | **    2005    ** | ** ** |
| Audit fees(1)          |       | $                       | 2,230,381  |   | $ | 1,643,977 |   |
| Audit related  fees(2) |       | 347,151                 |       | 174,492 |   |
| Tax fees(3)            |       | 130,765                 |       | 174,556 |   |
| Other(4)               |       | 3,000                   |       | 3,000 |   |
| Total                  |       | $                       | 2,711,297  |   | $ | 1,996,025 |   |
|                        |            |                         |            |  |  |  |  |  |  |

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(1)          Includes fees for theaudit of our annual financial statements (including compliance testing relatedto internal controls as required by Section 404 of the Sarbanes-Oxley Actof 2002), statutory audits of foreign subsidiary financial statements, systemscontrols reviews and services associated with securities filings.

(2)          Includes fees foraccounting research and consultation, assistance with Sarbanes-Oxleycompliance-related matters, audits of employee benefit plans, and assistancewith other transactions.

(3)          Includes fees for taxservices relating to tax return preparation, consultation and expatriateservices for our international subsidiaries, tax planning services, feesrelating to our federal, state and local tax returns, transaction cost analysisand consultation relating to acquisitions.

(4)          Includes license feesfor accounting research software.

The Audit Committee approved in advance all auditservices, audit-related services, tax-related services and any other servicesprovided by our independent registered public accounting firm.

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**SIGNATURE**

Pursuantto the requirements of Section 13 or 15(d) of the Securities ExchangeAct of 1934, the registrant has duly caused this amendment to its annual reporton Form 10-K to be signed on its behalf by the undersigned,thereunto duly authorized.
|                            |   | MEDIMMUNE, INC.                                      |
|----------------------------|--------|------------------------------------------------------|
| Date: April 30,  2007 |   | /s/ DAVID M. MOTT                                    |
|                       |   | David M. Mott                                        |
|                       |   | Chief Executive Officer, President and Vice Chairman |
|                       |   | Principal Executive Officer                          |

 

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**EXHIBITINDEX**
| Exhibit | ** ** | ** **                                                                                                                 | **Description** | ** ** |
|---------|------------|----------------------------------------------------------------------------------------------------------------------------|-----------------|------------|
| 31.3    |       | Certification of Chief  Executive Officer pursuant to Rule 13a-14(a) under the  Securities Exchange Act of 1934* |
| 31.4    |       | Certification of  Chief Financial Officer pursuant to Rule 13a-14(a) under the  Securities Exchange Act of 1934* |
| 99.1    |       | Corporate Governance  Guidelines*                                                                                          |

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*Notes:*

*                    Filedherewith.

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