Charter

The Finance 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.

Organization

This Charter governs the activities of the Committee. The Committee shall be comprised of independent directors as defined by the NASDAQ Stock Market LLC, the Securities and Exchange Commission and applicable law. The members of the Committee shall be appointed annually by a majority vote of the entire Board. The Board shall designate one member as the Chair of the Committee.

Purpose

The Committee reviews and monitors the financial plans and programs and capital structure of the Company.

Meetings

The Committee shall hold meetings as deemed necessary or desirable by the Chair of the Committee. In addition to such meetings of the Committee as may be required to perform the functions described under ‘Duties and Powers’ below, the Committee shall meet at least annually to discuss any matters that the Committee believes should be discussed. 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 Company as they relate to financial plans and programs and capital structure. The Committee shall: 

• Review and recommend for approval by the Board the Company’s financing and capital markets plans, programs, agreements and capital structure. 
• Review and recommend for approval by the Board the specific terms of any issuances of debt and equity securities and matters relating thereto. 
• In its discretion and to the extent permitted by law, delegate to the officers of the Company the authority to set the specific terms of any issuances of debt and equity securities, financing plans and agreements and matters relating thereto. 
• Provide recommendations to the Board with respect to acquisition and disposition opportunities. 
• Review and recommend for approval by the Board any proposed business combination transactions involving the Company. 
• Review and recommend for approval by the Board the investment policy of the Company. 
• Perform such further duties and powers as may be delegated to the Committee by the Board from time to time.

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, search firms and other experts or consultants, including the sole authority to determine and approve funding and other retention terms of such advisers.

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.