ALKERMES, INC.

Nominating and Corporate Governance Committee Charter

A. PURPOSE

The primary function of the Nominating and Corporate Governance Committee (the “Committee”) is to assist the Board of Directors (the “Board”) of Alkermes, Inc. (the “Company”) in fulfilling its responsibilities by: (i) identifying individuals qualified to become members of the Board, and recommending that the Board select the director nominees for election, (ii) periodically reviewing the Company’s Code of Business Conduct and Ethics applicable to all directors, officers and employees (a “Code of Business Conduct”), and (iii) monitoring compliance with the Code of Business Conduct.

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B. GOALS AND RESPONSIBILITIES

To fulfill its responsibilities and duties the Committee shall:

Board Composition and Nominations

1. Evaluate the current composition and organization of the Board and its committees in light of requirements established by the Securities and Exchange Commission, the Nasdaq Stock Market Inc., any exchange upon which securities of the Company are traded, and any governmental or regulatory body exercising authority over the Company (each a “Regulatory Body”) or any other applicable statute, rule or regulation which the Committee deems relevant and make recommendations regarding the foregoing to the Board for approval. 
    
2. Review the composition and size of the Board in order to ensure that the Board is comprised of members possessing the proper expertise, skills, attributes and personal and professional backgrounds for service as a director of the Company, as determined by the Committee.














 
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14. Recommend to the Board for selection nominees for election as directors of the Company in accordance with the criteria set forth in the Company’s Corporate Governance Guidelines.














 
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26. Recommend to the Board for selection Board members for assignment to serve on committees of the Board.














 
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38. Evaluate the performance of current Board members proposed for reelection, and approve those members of the Board standing for reelection that the Committee determines are appropriate.














 
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50. Review and recommend to the Board an appropriate course of action upon the resignation of current Board members or any planned expansion of the Board and review the qualifications for service on the Board of any potential additional or replacement members of the Board.
    
    Establishment and Review of Corporate Governance Policies














 
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62. Review and assess the adequacy of the Code of Business Conduct and Corporate Governance Guidelines periodically, but at least annually.  The Committee shall recommend any amendments to the Code of Business Conduct and Corporate Governance Guidelines to the Board for approval.














 
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74. Collaborate with the Company’s officers and legal counsel to disclose publicly any amendments to the Code of Business Conduct required to be disclosed by any Regulatory Body.
     
75. Collaborate with the Company’s officers and legal counsel to develop a means by which allegations of violations of or non-compliance with the Code of Business Conduct can be reported to the Committee in a confidential manner.
     
76. Review and assess the adequacy of this Charter periodically as conditions dictate, but at least annually, and recommend any modifications to this Charter if and when appropriate to the Board for its approval.
     
77. Review and assess the adequacy of the Company’s certificate of incorporation and by-laws (the “Governing Documents”) periodically and recommend to the Board any necessary modifications to the Governing Documents.
    
    Oversight of the Evaluation of the Board and Management














 
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89. Evaluate and determine an appropriate response to credible evidence indicating violations of or non-compliance with the Code of Business Conduct or the Governing Documents after consulting with legal counsel, including reporting any violation of law to any appropriate Regulatory Body.














 
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101. Evaluate any and all requests for waivers of the Code of Business Conduct, evaluate any such requests submitted by directors or executive officers, make a recommendation to the Board whether to grant any requests for waivers submitted by directors or executive officers and establish a process for prompt public disclosure upon the grant of any such waivers for directors or executive officers as may be required by any Regulatory Body.
     
     Shareholder Proposals














 
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113. Review all shareholder proposals submitted to the Company (including any proposal relating to the nomination of a member of the Board as in the manner set forth in the Company’s Corporate Governance Guidelines) and the timeliness of the submission thereof and recommend to the Board appropriate action on each such proposal.
     
     General














 
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125. To the extent deemed appropriate by the Committee, engage outside counsel, service providers and/or independent consultants at the Company’s expense to review, or assist with, any matter for which it is responsible and approve the terms of engagement and fees of any outside counsel and/or independent consultants and terminate any such engagement if necessary.














 
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137. Take such other actions regarding the Company’s corporate governance that the Committee shall reasonably deem to be appropriate and in the best interests of the Company and its shareholders or as shall otherwise be required by any Regulatory Body.

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C. COMMITTEE COMPOSITION AND PROCEDURES

Independence Requirements

1. Each Committee member shall meet any applicable independence requirements promulgated by any Regulatory Body.
   
   Number of Members














 
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13. The Committee shall be comprised of a minimum of three members of the Board, provided, however, that if fewer than three independent directors sit on the Board, the Committee shall be comprised of such lesser number as the Board from time to time may designate.
    
    Committee Member Appointment and Removal














 
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25. Members of the Committee shall be elected by the Board and shall serve until their successors shall be duly elected and qualified or until their earlier resignation or removal. Unless the Board elects a Chair, the members of the Committee may designate a Chair by majority vote of the full Committee membership.
    
    Committee Structure and Operations














 
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37. The Committee may delegate its authority to subcommittees as it deems appropriate.
    
    Meetings of the Committee; Quorum














 
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49. The Committee shall meet as necessary, but at least annually, to enable it to fulfill its goals and responsibilities as set forth herein.  A majority of the members of the Committee shall constitute a quorum for the transaction of business, and the action of a majority of those present, after determining a quorum, shall be the act of the Committee.
    
    Committee Reporting to the Board














 
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61. The Committee shall report its findings to the Board and shall keep written minutes of its meetings, which shall be recorded and filed with the books and records of the Company.

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