Corporate Governance:
Nominating and Corporate Governance Committee Charter

Composition

The Nominating and Corporate Governance Committee (the "Committee") of the Board of Directors (the "Board") of ZymoGenetics, Inc. (the "Company") shall consist of at least three directors of the Board. The members of the Committee shall meet the independence requirements of The Nasdaq Stock Market, Inc. or similar requirements of such other securities exchange or quotation system as may from time to time apply to the Company. The Board shall appoint a Committee chairperson who shall be responsible for the leadership of the Committee, including preparing meeting agendas, presiding over meetings, maintaining regular contact with management as he or she deems necessary or advisable in connection with the Committee's discharge of its responsibilities, and reporting to the Board.

Duties and Responsibilities

The Committee is responsible for:

Ensuring that qualified candidates for directors, and members and chairpersons of Board committees, are presented to the Board, with a view toward enhancing shareholder value over the long term; and
Developing, updating as necessary and recommending to the Board corporate governance principles and policies, including the Company's Corporate Governance Guidelines, applicable to the Company, and monitoring compliance with such principles and policies.

The Committee shall:

Following consultation with other members of the Board, recommend to the Board candidates for all directorships to be filled by the shareholders or the Board;
Within the bounds of practicability or as required by law, consider, in making its recommendations, candidates for directorships proposed by the Chief Executive Officer (the "CEO") or any other senior executive officer, any director or any shareholder of the Company;
Recommend to the Board directors to fill seats on committees of the Board and directors to be designated as chairs of such committees;
Recommend removal of directors, subject to compliance with the Company's Articles of Incorporation and Bylaws, as such are amended from time to time, and applicable law, when such removal is warranted prior to the expiration of their term of office;
Develop Board membership criteria, including, without limitation, criteria relating to experience, judgment, skills, diversity, age, and service on other boards;
Review periodically and, as appropriate, make recommendations to the Board on the following:
- the size and composition of the Board;
- the frequency of meetings of the Board;
- the types and functions of any committees of the Board; and
- the compensation arrangements of the Company's nonmanagement directors;
Determine at least annually and report to the Board regarding the independence of directors and eligibility for board committees pursuant to Nasdaq and SEC rules;
Recommend whether certain matters of corporate governance should be decided by independent directors only;
At least annually review and recommend to the Board appropriate revisions to the Company's Corporate Governance Guidelines, Code of Conduct and, in conjunction with the Audit Committee, Code of Ethics, pursuant to and to the extent required by regulations applicable to the Company from time to time;
Monitor compliance with and the effectiveness of the Corporate Governance Guidelines, Code of Conduct and the Code of Ethics;
Develop, review and recommend to the Board, as appropriate, other principles and policies relating to corporate governance;
Monitor compliance with and the effectiveness of such principles and policies, as appropriate; and
Perform such other duties as shall be assigned to the Committee by the Board.

Authority to Retain Advisors

As the Committee deems appropriate, it may retain independent counsel, accounting and other professionals to assist the Committee without seeking Board approval with respect to the selection, fees or retention terms for any such advisers.

Meetings

The Committee may hold such meetings as are necessary or appropriate in order for the Committee to fulfill its responsibilities. In the absence of a member designated by the Board to serve as chair, the members of the Committee may appoint from among their number a person to preside at their meetings.

Minutes