The Medical Ethics 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 members of the Board. The members of the Committee shall be appointed annually by a majority vote of the entire Board. The Board shall designate one member as Chair of the Committee.


The Committee is responsible for considering ethical issues raised by the Corporation’s research and development programs.


The Committee shall hold meetings as deemed necessary or desirable by the Chair of the Committee. 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 ethical issues raised by the Corporation’s research and development programs. 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 and other experts or consultants.

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: April 9, 2003