Inspire Pharmaceuticals, Inc. - Criteria for Nomination to the BOD

Policies Regarding Criteria for Nomination to the Board of Directors and Procedures for Nomination of Directors by Stockholders

General Criteria For Nominees
Among the central purposes of the Corporate Governance Committee (the "Committee") of Inspire Pharmaceuticals, Inc. ("Inspire") are identifying individuals qualified to become members of the Board of Directors (the "Board") of Inspire Pharmaceuticals, Inc. (the "Company"), reviewing the qualifications of candidates and selecting the director nominees to be voted on at each annual meeting of stockholders. In effectuating those purposes, the Committee is charged with ensuring that the nominees for membership on the Board are of the highest possible caliber and are able to provide insightful, intelligent and effective guidance to the management of the Company.

The following criteria have been identified by the Committee, and adopted by the Board, to guide the Committee in selecting Board nominees:

1.	Directors should have high ethical character, and personal and professional reputations that compliment and enhance the image and standing of Inspire;
2.	The Committee should generally seek current and/or former executive officers and/or directors of companies and leaders of major organizations, including scientific, government, educational and other non-profit institutions;
3.	The Committee should seek directors who are recognized as leaders in the fields of pharmaceuticals and biotechnology, particularly those areas of research, development and commercialization undertaken by the Company, including those who have received awards and honors in their field;
4.	Directors should have varied educational and professional experiences and backgrounds who, collectively, provide meaningful counsel to management;
5.	Directors should generally not serve on the board of directors of more than six publicly traded companies and should have sufficient time to devote to Inspire;
6.	Directors should understand the duties required of directors to the stockholders of Inspire;
7.	At least two-thirds of the directors on the Board should be "independent" as defined by The Nasdaq Stock Market, Inc. and should not have any real or apparent conflicts of interest in serving as a director; and
8.	Each director should have the ability to exercise sound, independent business judgment.

The Committee applies the same criteria to all nominees for the Board irrespective of the source of such nominee.

Procedure for Nomination of a Candidate for Director
Each year, the specific requirements for nominating a candidate are included in Inspire's proxy statement pertaining to the election of directors. As a reminder, to be included in the proxy statement, a stockholder's suggested candidate for director typically must be received in December of the year preceding the annual meeting. If a stockholder wishes to present a proposal at an annual meeting which is not intended to be included in the proxy statement for that meeting, including that of suggesting a candidate for nomination as a director, Inspire must usually receive written notice of the stockholder proposal by March of the year in which the annual meeting is being held. Such notices should be sent to Inspire via registered or certified mail, return receipt requested. If Inspire does not receive timely notice of a stockholder proposal or suggested nominee, Inspire retains discretionary authority to vote proxies on such proposals. Again, stockholders are directed to Inspire's most recent proxy statement filed with the Securities and Exchange Commission for particular dates.

In soliciting candidates for director, the Committee reviews suggested nominees from many entities, including stockholders. Any person wishing to recommend a person for consideration as a nominee should provide to the Committee the information discussed below with respect to the suggested nominee. The information provided to the Committee must be in writing and sent by registered or certified mail, return receipt requested to the following address:

Corporate Governance Committee
Attention: Chairperson
c/o Inspire Pharmaceuticals, Inc. - Secretary
4222 Emperor Boulevard, Suite 200
Durham, NC 27703-8466

When writing to suggest a nominee, the stockholder should include the following information with regard to the candidate: the name, age, business address and residence address of such person; the principal occupation or employment of such person; and, a description of any and all arrangements or understandings between the stockholder and nominee. The recommending stockholder should also include complete contact information with regard to him or herself.

Page last updated: 01-Feb-2008