The Nominating and Governance Committee (the 'Committee') of the Board of Directors (the 'Board') of Human Genome Sciences, Inc. (the 'Company') shall have the responsibility, authority and duties described in this Charter.


This Charter governs the activities of the Committee.  The Committee shall be comprised of at least three 'independent' directors as defined by the National Association of Securities Dealers, Inc., the Securities and Exchange Commission and applicable law.  The members of the Committee shall be appointed annually by a majority vote of the entire Board.  The Board shall designate one member as the Chair of the Committee.


The Committee is charged with:


The Committee shall hold meetings as deemed necessary or desirable by the Chair of the Committee.  In addition to such meetings of the Committee as may be required to perform the functions described under 'Duties and Powers' below, the Committee shall meet at least annually to discuss any matters that the Committee believes should be discussed.  The Committee may, at its discretion, meet in executive session with or without the presence of management.

Duties and Powers

The Committee has the responsibility and authority to supervise and review the affairs of the Corporation as they relate to nominations of directors and corporate governance. The following shall be the principal recurring functions of the Committee in carrying out its responsibilities:

Resources and Authority

The Committee shall have the resources and authority appropriate to discharge its responsibilities, including the authority to retain and terminate special counsel, search firms and other experts or consultants, including the sole authority to determine and approve funding and other retention terms of such advisers.

Operating Procedures

Formal actions to be taken by the Committee shall be by unanimous written consent or by a majority of the persons present (in person or by conference telephone) at a meeting at which a quorum is present.  A quorum shall consist of at least 50% of the members of the Committee.

Updated: October 10, 2003