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Nominating and Governance Committee Charter

The Board of Directors (the “Board”) of Biota Pharmaceuticals, Inc. (the “Company”) will appoint a Nominating and Governance Committee (the “Committee”) of at least three (3) members.  The members of the Committee shall meet the independence requirements of the NASDAQ Stock Market, the rules and regulations of the Securities and Exchange Commission and the Company’s Corporate Governance Principles.

The members of the Committee shall be appointed annually by the Board and each member shall serve until his or her successor is appointed by the Board or until such member’s earlier resignation or removal.  Committee members may be replaced by the Board.  Vacancies on the Committee shall be filled by appointment by the Board.  Unless a Chair of the Committee is designated by the Board, the members of the Committee may designate a Chair by majority vote of the full Committee membership.

The purpose of the Committee is to identify individuals qualified to become Board members (consistent with criteria approved by the Board), recommend director candidates to the Board and its commitees, develop and recommend Corporate Governance Principles to the Board, and perform a leadership role in shaping the Company's corporate governance policies. The duties and responsibilities of the Committee include the following:

  1. Develop and recommend to the Board criteria for identifying, evaluating and recommending candidates for the Board;
  2. Identify and recruit candidates for the Board, including the review of a candidate's qualifications and compliance with independence and any other legal requirements for Board or committee service;
  3. Establish a procedure for and consider any nominations of director candidates validly made by the Company's stockholders in accordance with the Company's Bylaws and Corporate Governance Principles;
  4. Recommend to the Board candidates for election or reelection to the Board at each annual stockholders' meeting, which will include assessing the contributions and independence of individual incumbent directors;
  5. Recommend to the Board candidates to be elected by the Board as necessary to fill vacancies and newly created directorships;
  6. Make recommendations to the Board concerning the structure, composition and functioning of the Board and its committees, including the reporting channels through which the Board receives information and the quality and timeliness of such information;
  7. Recommend to the Board candidates for appointment to Board committees and as committee chairs and consider periodically rotating directors among the committees;
  8. Consider and recommend as to whether the Board should accept any director resignations, including where a director fails to receive the required number of votes for re-election;
  9. Develop and recommend Corporate Governance Principles applicable to the Company to the Board and annually review and recommend changes, as necessary or appropriate;
  10. Review directorships in other public companies held by or offered to directors and senior officers of the Company;
  11. Oversee the annual evaluation of the Board's effectiveness and performance, and periodically conduct an individual evaluation of each director;
  12. At least annually, review the Company's compliance with the NASDAQ Stock Exchange's corporate governance listing requirements, and report to the Board regarding the same;
  13. Review orientation materials prepared by the Company for new directors and corporate governance-related continuing education for all directors if appropriate;
  14. Develop procedures for stockholders and other interested parties to communicate with the Board;
  15. Annually evaluate the performance of the Committee and the adequacy of the Committee's charter; and
  16. Perform such other duties and responsibilities as are consistent with the purpose of the Committee and as the Board or the Committee deems appropriate.

The Committee has the authority to take any actions it considers appropriate to fulfill the above duties and responsibilities, including without limitation the authority to retain such outside counsel, experts, and other advisors as it determines appropriate to assist it in the full performance of its functions, including without limitation sole authority to retain and terminate any search firm used to identify director candidates, and to approve the search firm’s fees and other retention terms. The Committee shall have full access to any relevant records of the Company and may request that any officer or other employee of the Company or the Company’s outside counsel meet with any members of, or consultants to, the Committee. The Company shall provide appropriate funding, as determined by the Committee, for payment of compensation to any advisors employed by the Committee, as well as funding for the payment of ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

The majority of the members of the Committee shall constitute a quorum. All determinations of the Committee shall be by a majority of the disinterested members present at a meeting duly called or held, provided that any decision or determination of the Committee reduced to writing and consented to (including, but not limited to, by means of electronic transmission) by all of the members of the Committee shall be fully as effective as if it had been made at a meeting duly called and held. The Committee shall meet at least twice per year, or as often as it deems necessary to fulfill its responsibilities hereunder, and may meet with management or individual directors at such time or times as it deems appropriate to discuss any matters before the Committee. Meetings of the Committee will be held at such times and places as the Committee determines. Such meetings may be held through any communications equipment if all persons participating can hear each other.

The Committee shall report regularly to the full Board with respect to its meetings, and concerning significant developments in the course of performing the duties and responsibilities set forth above or as otherwise requested by the Board.

Approved: March 12, 2013

Committee Members

Geoffrey Cox, PhD
Non-Executive Director

Dr. Cox has served on the Company’s Board of Directors since 2000. He was a Director (2000-2012) and the Non-Executive Chairman (2007 to 2012) of Nabi Biopharmaceuticals, Inc. prior to its merger with the Company in 2012. He is currently the interim Chief Executive Officer of QLT Inc. (since October 2014) and a Director (since 2012). Dr. Cox has extensive pharmaceutical and biotechnology experience holding a broad range of senior management and board positions with private and public companies. Dr. Cox remains the Principal of Beacon Street Advisors LLC (since 2013) but is working full time for QLT at this time. Previously, he was a partner with Red Sky Partners LLC, a life sciences consulting firm (from 2011 to 2013). He also served as a Director of Gallus Biopharmaceuticals LLC (2011 – 2014) and currently serves as a Director of Lakewood-Amedex LLC (since 2013). Dr. Cox was Chairman, President and CEO of GTC Biotherapeutics Inc. (now rEVO Biologics) (2001 to 2010). Prior to 2001, Dr. Cox was Executive Vice President, Operations of Genzyme Corporation and later Chairman, President and CEO of Aronex Pharmaceuticals Inc. Dr. Cox is a past Chairman and current member of the Board of the Massachusetts Biotechnology Council. He previously served on the Board of Biotechnology Industries Association and as a member of its Health Governing and Emerging Companies Sections. Dr. Cox received a B.Sc. (Hons) in biochemistry from the University of Birmingham, UK and PhD in biochemistry from the University of East Anglia, UK. 

Michael Dunne, M.D.
Non-Executive Director

Dr. Dunne has served as a member of the Company’s board since September 2015. Dr. Dunne is currently Chief Science Officer at Iterum Therapeutics LLC.  From 2014 until 2015, Dr.  Dunne was Vice President Research and Development at Actavis plc.   Prior to its acquisition by Actavis plc in 2014, Dr. Dunne served as the Chief Medical Officer at Durata Therapeutics, Inc. from September 2010. Prior to joining Durata, Dr. Dunne served as its acting Chief Medical Officer on a consulting basis from December 2009 to September 2010. From 1992 to 2009, Dr. Dunne served in a variety of roles in connection with the clinical development of numerous infectious disease compounds at Pfizer Inc., including as the Vice President, Therapeutic Head of Development for Infectious Disease from 2001 to 2009. Dr. Dunne holds a B.A. in Economics from Northwestern University and an M.D. from the State University of New York Health Sciences Center. He completed his internal medicine residency and fellowships in infectious diseases and pulmonary medicine at Yale University School of Medicine. 

John P. Richard
Non-Executive Director

Mr. Richard has served as a member of the Company’s Board of Directors since August 2013. Mr. Richard is co-founder and Head of Corporate Development for Mereo BioPharma Group plc. Mr. Richard is also a non-executive director of Phase4 Partners, a venture capital firm based in London, UK, and had been a Partner of Georgia Venture Partners, LLC, a venture capital firm that focuses on the biotechnology industry from 2005 to 2015. He has also served as a senior business adviser to a number of biotechnology companies as well as a consultant to numerous portfolio companies of Georgia Venture Partners and Phase4 Ventures. Previously, he held senior executive business development positions at SEQUUS Pharmaceuticals, Inc., VIVUS, Inc. and Genome Therapeutics Corporation. Since August 2015, Mr. Richard serves as a director of Catalyst Biosciences, Inc. a company that merged with Targacept, Inc. Mr. Richard served as a director of Targacept from November 2002 to August 2015, the time of the merger, and was its Chairman from January 2014 through the completion of the merger. He currently serves as a Director of QUE Oncology and as Senior Business Advisor to Albireo AB. Mr. Richard has also been a director of QUE Oncology, Inc. since 2013. Mr. Richard received a M.B.A. from Harvard Business School and a B.S. from Stanford University. 

Anne VanLent
Lead Director

Ms. VanLent has served as a member of the Company’s Board of Directors since May 2013, as Lead Independent Director since November 2015, and as Chair of the Audit Committee since May 2013. Ms. VanLent is currently President of AMV Advisors, which provides corporate strategy and financial consulting services to emerging growth life sciences companies. From May 2002 to April 2008, Ms. VanLent was the Executive Vice President and Chief Financial Officer of Barrier Therapeutics, Inc. From July 1997 to October 2001, she was the Executive Vice President – Portfolio Management for Sarnoff Corporation. Ms. VanLent currently serves as a director and chairs the audit committees of Aegerion Pharmaceuticals, Inc., Ocera Therapeutics, Inc., and Applied Genetics Technologies Corporation (AGTC). During the past five years, Ms. VanLent also served as a director of Onconova Therapeutics, Inc. where she also served as Audit Chair, and as a director of Integra Life Sciences Corporation until May 2012. Ms. VanLent received a B.A. degree in Physics from Mount Holyoke College. 

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