Development Committee

HOLOGIC, INC.

CHARTER OF THE DEVELOPMENT COMMITTEE OF THE BOARD OF DIRECTORS

I.  PURPOSE

From time to time, Hologic, Inc. (the “Company”) engages in investment, merger and acquisition, joint venture, divestiture and other strategic transactions (collectively referred to herein as “Strategic Transactions”) as part of its business strategy. The Corporate Development Committee (the “Committee”) of the Company’s Board of Directors (the “Board) is appointed to assist the Board in its oversight of Strategic Transactions and to assist management in reviewing and evaluating Strategic Transactions.
II.  COMPOSITION

 The Committee shall consist of not less than three members of the Board appointed by resolution of the Board and shall serve at the discretion of the Board. All the members of the Committee shall be “independent” within the meaning of the rules of the Nasdaq Stock Market, or such other stock market on which the Company’s securities may be listed.

The Committee, by vote of a majority of the members of the Committee, shall have the authority to delegate any of its responsibilities to subcommittees as the Committee may deem appropriate, provided the subcommittees are composed entirely of independent directors. The Committee’s chairperson shall be designated by the Board or, if it does not do so, the Committee members shall elect a chairperson by vote of a majority of the Committee.
III.  FUNCTIONS AND AUTHORITY
The operation of the Committee will be subject to the provisions of the Bylaws of the Company, as in effect from time to time, and to Section 141 of the Delaware General Corporation Law.

In carrying out its responsibilities, the Committee believes its policies and procedures should remain flexible, in order to best react to changing conditions and to ensure that the Company is appropriately reviewing and evaluating the opportunities, risks and value to the Company of Strategic Transactions that the Company is pursuing or otherwise considering. In furtherance thereof, the Committee will have the full power and authority to carry out the following responsibilities:
  1. Assist management in developing and implementing a strategic plan and direction for the Company’s acquisition and investment activities.


  2. Review, discuss and assist management and the Board in reviewing and evaluating proposed Strategic Transactions, including review of relevant deal documentation, proposed purchase price and other significant terms of Strategic Transactions.


  3. Review, discuss and approve letters of intent, term sheets and similar preliminary documentation relating to a Strategic Transaction.


  4. As deemed necessary and appropriate, meet with the management and/or members of the Board of Directors of other parties to a proposed Strategic Transaction.


  5. Provide management and the Board with assistance in assessing the specific risks and issues involved in a specific Strategic Transaction.


  6. Assist management in the selection of external consultants, investment bankers, experts and other advisors as is determined necessary for a Strategic Transaction.


  7. Review and discuss with management risk mitigation and due diligence activities for each Strategic Transaction undertaken by the Company, and recommend changes to such activities, as appropriate.


  8. The Committee shall be responsible for any other matters expressly delegated to it by the Board from time to time and may perform such other functions and have such other powers as may be necessary or convenient in the efficient discharge of the foregoing, including without limitation as may be required by applicable laws, rules and regulations and Nasdaq, the Company’s Certificate of Incorporation and Bylaws, or by the Board.
IV.  MEETINGS
The Committee will hold meetings, and may meet in executive session, as and when the Committee deems appropriate. The Committee may meet by telephone or video conference or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and may take action by written consent. A majority of the members of the Committee, or a duly appointed subcommittee thereof, shall constitute a quorum.
V.  INDEPENDENT ADVICE
The Committee may seek accounting, legal, recruitment or other expert advice from a source independent of management and shall have the authority to approve the fees and other retention terms for such experts. Without limiting the foregoing, the Committee has the express authority to retain and terminate any such expert to be used to assist the Committee in evaluating potential Strategic Transactions, including sole authority to approve the expert’s fees and other retention terms.

VI.  REPORTING
The chairperson shall report on the Committee’s activities at Board meetings and periodically update the Board on material developments in the area of Strategic Transactions.

Date Adopted: October 18, 2007
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