2003 Committee Charter : ARQL

ARQULE, INC.
SCIENCE COMMITTEE CHARTER
January 2003
Purpose

The purpose of this Committee is to provide advice and direction to the Board of Directors concerning strategic scientific decisions and associated matters related to the scientific functions of the Company.

Responsibilities

The Committee is responsible for reviewing the scientific direction of the Company. In particular, the Committee will play a central role in deciding the manner by which the Company will become a drug discovery organization (whether by acquisition, merger, internal growth or a combination of those methods). The Committee will perform such other services as assigned by the Board of Directors. The Committee will also be available to management to review data relating to new scientific directions for the Company, or other science related matters.

The Committee will not serve to review the day-to-day scientific issues related to the respective business units and technology platforms. Such issues will be handled by management.

Membership

The Committee will comprise at least two non-employee members of the Board. The Chairman of the Board will nominate new members to the Committee from time to time, for ratification by the entire Board of Directors.

The Chief Operating Officer of the Company will provide support as needed and as requested by the Committee. Similarly the Committee will assist the Chief Operating Officer as needed in scientific issues and in developing proposals for consideration of the Board of Directors.

Operations

The Committee will determine the regularity and venue of its meetings. The Chairman of the Board of Directors will nominate the chairperson of the Committee, for ratification by the Board. The Committee's chairperson will determine the method by which decisions will be made by the Committee and under what circumstances (e.g., consensus, supermajority, majority).

Communications and Output

Recommendations of the Science Committee will be captured in minutes which will be filed with the records of the Committee of the Board.