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Audit Committee Charter

PURPOSES

The purpose of the Audit Committee of the Board of Directors of Pain Therapeutics, Inc., a Delaware corporation (the "Company"), shall be to make such examinations as are necessary to monitor the Company's system of internal controls, to pro­vide the Company's Board of Directors with the results of its examinations and recommendations derived therefrom, to outline to the Board of Directors improvements made, or to be made, in internal accounting controls, to nominate independent auditors and to provide to the Board of Directors such additional information and materials as it may deem necessary to make the Board of Directors aware of significant financial matters which require the Board of Director's attention.

In addition, the Audit Committee will undertake those specific duties and responsibilities listed below and such other duties as the Board of Directors may from time to time pre­scribe.

MEMBERSHIP

The Audit Committee members will be appointed by, and will serve at the discretion of, the Board of Directors and will consist of at least three members of the Board of Directors, each of whom:

  1. Will be an independent director;
  2. Will be able to read and understand fundamental financial statements, in accordance with the NASDAQ National Market Audit Committee requirements; and
  3. At least one of whom will have past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background, including a current or past position as a chief executive or financial officer with financial oversight responsibilities.

RESPONSIBILITIES

The responsibilities of the Audit Committee shall include:

  1. Reviewing on a continuing basis the adequacy of the Company's system of internal controls;
  2. Reviewing on a continuing basis the activities, organizational structure and qualifications of the Company's internal audit function;
  3. Reviewing the independent auditors' proposed audit scope, approach and independence;
  4. Conducting a post-audit review of the financial statements and audit findings, including any significant suggestions for improvements provided to management by the independent auditors;
  5. Reviewing the performance of the independent auditors, who shall be accountable to the Board of Directors and the Audit Committee;
  6. Recommending the appointment of independent auditors to the Board of Directors;
  7. Reviewing fee arrangements with the independent auditors;
  8. Reviewing before release the audited financial statements and Management's Discussion and Analysis in the Company's annual report on Form 10-K;
  9. Reviewing before release the unaudited quarterly operating results in the Company's quarterly earnings release;
  10. Overseeing compliance with the requirements of the Securities and Exchange Commission for disclosure of independent auditor's services and audit committee members and activities;
  11. Overseeing of compliance with the Company's Standards of Business Conduct and with the Foreign Corrupt Practices Act;
  12. Reviewing, in conjunction with counsel, any legal matters that could have a significant impact on the Company's financial statements;
  13. Providing oversight and review of the Company's asset management policies, including an annual review of the Company's investment policies and performance for cash and short-term investments;
  14. If necessary, instituting special investigations and, if appropriate, hiring special counsel or experts to assist;
  15. Reviewing related party transactions for potential conflicts of interest;
  16. Providing a report in the Company's proxy statement in accordance with the requirements of Item 306 of Regulations S-K and S-B and Item 7(e)(3) of Schedule 14A; and
  17. Performing other oversight functions as requested by the full Board of Directors


In addition to the above responsibilities, the Audit Committee will undertake such other duties as the Board of Directors may delegate to it and will report, at least annually, to the Board of Directors regarding the Committee's examinations and recommendations.

MEETINGS

The Audit Committee will meet at least two times each year. The Audit Committee may establish its own schedule and shall provide such schedule to the Board of Directors in advance.

The Audit Committee will meet separately with the Company's president and separately with the Company's chief financial officer at least annually to review the financial controls of the Company. The Audit Committee will meet with the independent auditors of the Company at such times as it deems appropriate to review the independent auditor's examination and management report.

MINUTES

The Audit Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board of Directors.


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Committee Members

Chair Sanford Robertson
Committee Member Robert Gussin PhD
Committee Member Saira Ramasastry