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NOMINATING AND GOVERNANCE COMMITTEE CHARTER

The Nominating and Governance Committee (the "Committee") has been established by the Board of Directors of AutoImmune Inc. (the "Company") for the purpose of focusing on issues involving the composition and operation of the Board of Directors (the "Board") and the development of good corporate governance practices.

The Committee shall be comprised of at least two Directors who meet the independence requirements of the Nasdaq National Market, Inc. as in effect from time to time. Except as the Board may otherwise determine, the Committee shall make its own rules for the conduct of its business, but unless otherwise permitted by the Board, its business shall be conducted as nearly as may be in the same manner as the By-laws of the Company provide for the conduct of business by the Board.

The responsibilities of the Committee shall be as follows:
  1. The Committee shall make recommendations to the Board concerning the size and composition of the Board and criteria for Board membership and shall make recommendations to the Board with respect to all nominees for election to the Board.

  2. The Committee shall make recommendations to the Board regarding the appointment of directors to committees of the Board, including appointment as chairpersons of committees, and shall make recommendations to the Board with respect to all nominees for election as officers of the Company.

  3. The Committee shall monitor issues and developments related to matters of corporate governance and, where appropriate, make recommendations to the Board concerning changes in governance practices. The Committee shall generally advise the Board on corporate governance matters.

  4. The Committee shall make recommendations to the Board with regard to the resolution of any actual or potential conflicts of interest involving members of the Board or officers of the Company.

  5. The Committee shall evaluate the performance of the Board on an annual basis.

  6. The Committee shall review and report to the Board annually on the corporation's management successor program.

  7. The Committee shall have such other responsibilities as shall be delegated to it by the Board.

The Committee shall have the authority to engage, and to determine appropriate compensation for, independent counsel and other advisers, as it determines necessary to carry out its responsibilities. The Committee shall meet at least two times per year and as often as it deems necessary to carry out its responsibilities. The Committee shall make regular reports to the Board.