Corporate Governance Committee Charter

The Corporate Governance Committee or, as applicable, an appropriate sub-committee thereof (collectively, the "Committee") shall (a) identify individuals qualified to become members of the Board of Directors (the "Board") of Inspire Pharmaceuticals, Inc. (the "Company"), (b) review the qualifications of candidates and select the director nominees for each annual meeting of stockholders, (c) develop and recommend to the Board a set of corporate governance principles, (d) plan for and assist in the transitioning of directors on to and off of the Board, (e) provide a review function for members of the Board, (f) help prepare for management succession, (g) lead the Board in complying with its corporate governance principles.

The Committee is committed to ensuring that (i) the nominees for membership on the Board are of the highest possible caliber and are able to provide insightful, intelligent and effective guidance to the management of the Company and (ii) the governance of the Company is in full compliance with law, reflects generally accepted principles of good corporate governance, encourages flexible and dynamic management without undue burdens and effectively manages the risks of the business and operations of the Company.

Organization and Membership
The membership of the Committee shall consist of three (3) or more directors, a majority of whom shall be independent and all of whom shall be appointed annually by the Board. Independence for membership purposes shall be established in accordance with the rules and regulations of the Securities and Exchange Commission and the Nasdaq Stock Market, Inc.

A director may be removed from the Committee by the Board. A director may resign as a member of the Committee upon notice to the Secretary of the Company and the Chairperson of the Board. The Board shall appoint a Chairperson of the Committee from time to time.

Goals and Responsibilities
The Committee shall have the full power and authority to carry out the following goals and responsibilities:

1. Identification of the requisite skills and characteristics to be found in individuals qualified to serve as members of the Board and utilization of such criteria in the Committee's selection of new director candidates. As part of this process, the Committee shall include in its evaluation consideration for the Board to consist of individuals from varied educational and professional experiences and backgrounds who, collectively, provide meaningful counsel to management. In making its selection of nominees, the Committee will consider, among others, submissions from stockholders, if any, properly submitted in accordance with the Company's Bylaws and the Company's policy for accepting such submissions from stockholders. All candidates for director shall be evaluated with regard to the same criteria irrespective of the source of such nominee. The Committee will conduct appropriate and necessary inquiries into the background and qualifications of possible candidates, shall consider the Company's policy regarding the criteria for nomination to the Board, and shall actively recruit qualified individuals to ensure the Company's compliance with all legal and regulatory requirements applicable to the corporate governance of the Company;

2. The conduct of meetings with potential candidates being considered to serve as members of the Board to inform such candidates of the obligations and responsibilities of serving on the Board and each committee of the Board, and confirmation of the willingness of such candidates to accept such obligations and responsibilities;

3. Oversight of the evaluation of the Board and management. In this regard the Committee may, without limitation:

(a) Evaluate, and report to the Board, the effectiveness of the Board (as a whole) and each committee of the Board (as a whole) (including, without limitation, the effectiveness of the Compensation Committee in its process of establishing goals and objectives for, and evaluating the performance of, the Chief Executive Officer and the other officers of the Company). In this process, the Committee shall receive comments from all directors and shall review each committee's review of its own performance,

(b) Review the performance, qualification or other related issues concerning Board members,

(c) Review with the Chief Executive Officer the succession plans relating to officers of the Company,

(d) Review with the Board the succession plans relating to the directors of the Company, and

(e) Review the functions of the officers of the Company.

4. Selection, or recommendation for the Board's selection, of director nominees for the Board;

5. Selection, or recommendation for the Board's selection, of directors for each committee of the Board;

Oversight for the corporate governance of the Company, advising the Board and its committees on effective management and leadership. In this regard the Committee may, to the extent necessary or appropriate:

(a) Develop and recommend to the Board a set of corporate governance guidelines,

(b) Review and recommend to the Board appropriate changes to the certificate of incorporation, by-laws, corporate governance guidelines, this charter and the charters of the other committees of the Board and the code of business conduct and ethics, including the code of ethics for senior officers. Such review may consider, without limitation:

    • The structure, duties, size, membership and functions of the Board and its committees,
    • The format and frequency of meetings of the Board and its committees, and
    • The performance of the Board (as a whole) and each committee of the Board (as a whole),

(c) Keep informed as to current requirements and trends in corporate governance to ensure that the Company is fully compliant with law and engaging in corporate governance "best practices;"

7. Report regularly on its activities to the Board;

8. Evaluation of the performance of the Committee;

9. Performance of such other responsibilities as may be delegated to it by the Board; and

The Committee shall perform each of its goals and responsibilities as often as the Committee shall determine it necessary or appropriate.

Committee Powers
The Committee shall have the following powers and authority to:

1. Retain, terminate and compensate any search firm to be used to identify director candidates, including the authority to approve the search firm's fees and other retention terms. Any such consultants shall report directly to the Committee;

2. Obtain advice and assistance from internal or external legal, accounting or other advisors and to have direct access to such advisors without the presence of any officer of the Company;

3. Interview and meet with any employee of the Company without the presence of any officer of the Company;

4. Form and delegate authority to subcommittees, including a Nominating Sub-Committee to the extent necessary or appropriate to meet the independence requirements or other requirements under applicable rules and regulations; and

Take such other actions as may be necessary or appropriate to fulfill its purposes.

The Committee shall meet at least quarterly, or more frequently as circumstances dictate. A majority of the members of the Committee shall constitute a quorum for the transaction of business. The agenda of each Committee meeting shall be established by the Chairperson with the assistance of appropriate members of management. Each Committee member is free to suggest the inclusion of items on the agenda. Each Committee member is free to raise at any Committee meeting subjects that are not on the agenda for that meeting. Officers of the Company may attend any meeting of the Committee, except for portions of such meetings where the officers' presence would be inappropriate, as determined by the Committee.

Minutes and Reports
The Committee shall maintain minutes of each meeting. The Committee shall report the matters discussed at each meeting to the Board from time to time, or whenever so requested by the Board.


Page last updated: 15-Sep-2005