Nominating Committee Charter


The purpose of the Nominating & Governance Committee is (i) to identify and recommend individuals qualified to become members of the Board of Directors of MGI PHARMA, INC. (the "Company"), (ii) to oversee succession planning for the Company's Chief Executive Officer, and (iii) to develop and recommend to the Board a set of corporate governance principles applicable to the Company and review compliance with those principles.


The Committee will consist of three or more members of the Board appointed from time to time by the Board and the Committee will elect its chairperson. The Committee will consist solely of directors who meet the independence requirements of The NASDAQ Stock Market, Inc. Members of the Committee are subject to removal at any time by a majority of the independent members of the Board. Any resulting vacancy may be filled by the Board.

Duties and Responsibilities

The Committee shall have the following duties and responsibilities, in addition to any other duties and responsibilities prescribed by the Board from time to time:

*                  Develop qualification criteria for Board members (considering goals for Board composition and individual qualifications)

*                  Review and respond to director nominations or recommendations submitted in writing by the Company's shareholders

*                  Recommend to the Board a slate of candidates for presentation to the shareholders at each annual meeting of shareholders and when requested by the Board, one or more nominees for each vacancy on the Board that occurs between annual meetings of shareholders

*                  Review the organization of the Board and its committees and make recommendations relating to the overall effectiveness of the organization of the Board and its committees (e.g. the size and composition of the Board and its committees)

*                  Recommend to the Board qualified members of the Board for membership on committees of the Board

*                  Coordinate management succession planning with the Chief Executive Officer

*                  Develop and recommend to the Board a set of corporate governance principles for the Company

*                  Periodically reassess the Company's corporate governance principles and recommend to the Board revisions to such principles

*                  Review compliance with the Company's corporate governance principles

*                  Conduct an annual performance evaluation of the Board

*                  Provide regular reports of its activities to the Board

*                  Review and reassess annually the adequacy of this Charter and recommend any proposed changes to the Board for approval

The Committee will have the resources and authority appropriate to discharge its responsibilities, including the authority to use internal personnel and to engage external search firms to identify director candidates, and will have sole authority to retain and terminate any such search firm and to approve the fees and other retention terms related to the appointment of such firm. The Committee will have the authority to obtain advice and assistance from internal or external legal, accounting or other advisors.

The Committee may delegate its authority to subcommittees established by the Committee from time to time, which subcommittees will consist of one or more members of the Committee and will report to the Committee.


The Committee will meet two times each year, or more frequently as circumstances dictate. A majority of the members of the Committee will constitute a quorum for the transaction of business. The Committee may adopt such rules and procedures for the conduct of its affairs, as it deems necessary and not otherwise inconsistent with MGI's Articles of Incorporation and its Bylaws.


The Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board.

Adoption of Charter

This Charter was originally adopted by the Board of Directors on January 7, 2004.