MEMBERS

Spencer R. Berthelsen, M.D., Chairman

John C. Reed, M.D., Ph.D.

Mr. Frederick T. Muto, J.D. serves as counsel to the Nominating, Governance and Review Committee

Each current member of the Nominating, Governance & Review Committee is not an officer or employee of Isis and is an independent director under currently applicable rules.

CHARTER

The Nominating, Governance and Review Committee of the Board of Directors of Isis Pharmaceuticals shall consist of at least two directors.   Each member of the Nominating, Governance and Review Committee must be independent of the Company.   Members of the committee will be considered independent as long as they meet the independence requirements of the applicable Nasdaq rules.   The Nominating, Governance and Review Committee shall be charged with the following functions:

1. Interview, evaluate, nominate and recommend individuals for membership on Isis' Board of Directors.   As part of this process, the Nominating, Governance and Review Committee will consider nominees recommended by Isis' stockholders.

2. On an annual basis, review the performance of the Board and its committees, including evaluating the Board's ability to function as a group and the integrity and competency of the individual Board members.

3. Annually review and assess the adequacy of Isis' corporate governance guidelines and recommend any proposed changes to the Board for approval.

4. To perform such other functions and have such other powers as may be necessary or convenient in the efficient discharge of the foregoing.

To assist in carrying out these functions, the committee has authority to obtain advice and assistance from internal or external legal, accounting or other advisors.

** Mr. Frederick T. Muto, J.D. serves as counsel to the Nominating, Governance and Review Committee