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Compensation Committee Charter

The Board of Directors (the “Board”) of Biota Pharmaceuticals, Inc. (the “Company”) will appoint a Compensation 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.  Additionally, it is intended that members of the Committee also qualify as “non-employee directors” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and as “outside directors” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended.

The members of the Committee shall be appointed annually by the Board on the recommendation of the Company’s Nominating and Governance Committee 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 on the recommendation of the Company’s Nominating and Governance Committee.  Vacancies on the Committee shall be filled by appointment by the Board on the recommendation of the Company’s Nominating and Governance Committee.  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.

A director shall not serve on the Committee if any executive officer of the Company serves on the board of directors of an entity that employs such director as an executive officer.

The purpose of the Committee is to assist the Board in discharging its responsibilities relating to compensation of the Company’s Section 16 officers (as defined in Rule 16a-1(f) issued under the Exchange Act); to review Company strategies for attracting, developing, retaining and motivating management and employees; and to oversee the succession of leadership talent for the Company.  The duties and responsibilities of the Committee include the following:

  1. Periodically review and approve an executive compensation policy that (i) supports the Company’s overall business strategy and objectives; (ii) attracts and retains key executives; (iii) links compensation with business objectives and organizational performance; and (iv) provides competitive compensation opportunities;
  2. Review and make recommendations to the Board with respect to compensation for the Company’s Chief Executive Officer (“CEO”), including relevant goals and objectives and the evaluation of the CEO’s performance and compensation in light of those goals and objectives;
  3. Review and approve corporate and other performance goals and objectives relevant to the compensation of all Section 16 officers, and make recommendations to the Board regarding officers’ total compensation (including but not limited to salary, bonus, incentive compensation, equity awards, benefits and perquisites);
  4. Review and approve compensation for the Company’s Section 16 officers, other than the CEO, and review their evaluations;
  5. Review and approve any employment agreements or arrangements with executive officers of the Company, including with respect to any perquisites and other personal benefits to the Company’s executive officers;
  6. Review and make recommendations to the Board with respect to the adoption of equity-based compensation, incentive compensation and other employee benefit plans that are subject to Board approval;
  7. (i) Act on behalf of the Board in administering equity-based compensation, incentive compensation and other employee benefit plans approved by the Board and/or shareholders in a manner consistent with the terms of such plans, unless otherwise specified by the Board or by the terms of the plan or as delegated by the Committee, and (ii) in that administrative capacity, discharge any responsibilities imposed on the Committee under those plans, including making and authorizing grants, establishing performance goals for the relevant period and determining whether performance goals have been achieved at the end of the period;
  8. Review the compensation of non-executive directors for service on the Board and its committees and recommend changes to the Board as appropriate;
  9. Oversee the management succession process for the CEO and selected senior executives;
  10. Consult with and advise management on major policies affecting employee relations;
  11. Oversee the actions of any person or group to whom it delegates its authority;
  12. Review and discuss the disclosures in the Company’s “Compensation Discussion and Analysis” with management and, based on such review and discussions, make a recommendation to the Board as to the inclusion of the “Compensation Discussion and Analysis” in the Company’s annual proxy statement or Form 10-K, as applicable;
  13. Produce a Committee report for inclusion in the Company’s annual proxy statement or Form 10-K, as applicable, in accordance with applicable rules and regulations;
  14. Annually evaluate the performance of the Committee and the adequacy of the Committee’s charter; and
  15. 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 performance of its functions, including, without limitation, sole authority to retain and terminate one or more compensation consulting firms, and to approve the fees and other retention terms for any such firm that is retained by it. 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 formation and establishment of the Committee and all actions taken by the Committee (or by any subcommittee or committee member) shall be valid and effective even if one or more members of the Committee who was “independent,” or who qualified to be a “non-employee director” and/or an “outside director,” as defined above is determined subsequently not to have so qualified.

To the extent permitted by law or regulation, the Committee may delegate authority to one or more members of the Committee or to one or more executives of the Company, and may form and delegate authority to one or more subcommittees and to one or more committees of executives of the Company, except that the Committee may not delegate authority to approve compensation for the Company’s CEO or its other Section 16 officers to any person or committee (other than to a subcommittee consisting exclusively of at least three members of the Committee). Any such subcommittee or officer of the Company shall regularly report to the Committee on any actions taken pursuant to such delegated authority.

The majority of the members of the Committee constitutes 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. For the purposes hereof, a member of the Committee shall be considered to be disinterested if he or she has no direct or indirect financial interest in the matters to be considered by the Committee. Notwithstanding the foregoing, a member of the Committee that recommends compensation determinations for service on the Board or its committees shall be considered disinterested, provided that such action does not affect such member’s compensation disproportionately to that of other directors. Meetings of the Committee will be held at least two times a year 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 Board with respect to its meetings and any significant developments in the course of performing the duties and responsibilities set forth in this Charter or as otherwise requested by the Board.

Approved: March 12, 2013


Committee Members

Armando Anido
Non-Executive Director

Mr. Anido has served as a member of the Company’s Board of Directors since September 2015 and has been the Chair of the Compensation Committee since November 2015. Since October 2014, Mr. Anido has been the Chairman of the Board of directors and Chief Executive Officer of Zynerba Pharmaceuticals, Inc. Prior to joining Zynerba, Mr. Anido served as a business consultant to the life science industry from May 2014 to October 2014. Mr. Anido previously served as Chief Executive Officer and as a director of NuPathe, Inc., from July 2012 through March 2014. Prior to joining NuPathe, Mr. Anido served as Chief Executive Officer and President and as a director of Auxilium Pharmaceuticals, Inc., from July 2006 through December 2011. He is currently a member of the board of directors of PABio and Auris Medical. Mr. Anido also served as a director of Respira Therapeutics, Inc. from May 2012 through September 2014 and as a director of Adolor Corporation from September 2003 through December 2011. Mr. Anido was retired from January 2012 through June 2012. Mr. Anido holds both a B.S. in Pharmacy and an MBA from West Virginia University. 

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 Dougherty
Non-Executive Director

Mr. Dougherty has served as a member of the Company’s Board of Directors since May 2013. Mr. Dougherty was Executive Chairman of Celator Pharmaceuticals, Inc. from August 2015 to July 2016. Mr. Dougherty was a director at Celator Pharmaceuticals, Inc. from July 2013 to July 2016 and was Chairman of the Board of Directors from September 2014 to August 2015. Mr. Dougherty was Chief Executive Officer and a member of the Board of Directors of Kalidex Pharmaceuticals, Inc. from May 2012 to October 2012. Mr. Dougherty was the President and Chief Executive Officer and a director of Adolor Corporation from December 2006 until December 2011. Mr. Dougherty joined Adolor as Senior Vice President of Commercial Operations in November 2002. From November 2000 to November 2002, Mr. Dougherty was President and Chief Operating Officer of Genomics Collaborative, Inc. Previously, Mr. Dougherty served in a variety of senior positions at Genaera Corporation, including as President and Chief Executive Officer and at Centocor, Inc., a biotechnology company, including as Senior Vice President and Chief Financial Officer. Mr. Dougherty currently serves as a director of Cempra, Inc., and Trevena, Inc. Mr. Dougherty was a director of Viropharma Incorporated from 2004 to January 2014. Mr. Dougherty received a B.S. from Villanova University. 

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