SyntheMed - Corporate Governance

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

Statement of Policy
The primary focus of the Audit Committee is to assist the Board of Directors in its general oversight of SyntheMed's financial reporting, internal control and audit functions. Management is responsible for the preparation, presentation and integrity of the company's financial statements, accounting and financial reporting principles, internal controls and procedures designed to assure compliance with accounting standards, applicable laws and regulations. SyntheMed's independent auditing firm is responsible for performing an independent audit of the consolidated financial statements in accordance with generally accepted auditing standards.

The Audit Committee serves a board level oversight role in which it provides advice, counsel and direction to management and the auditors on the basis of the information it receives, discussions with the auditors and the experience of the members in business, financial and accounting matters. Committee members are not professional accountants or auditors, and their functions are not intended to duplicate or to certify the activities of management and the independent auditor, nor can the committee certify that the independent auditor is "independent" under applicable rules.
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Organization
The Audit Committee shall be appointed by the Board of Directors and shall be comprised of at least two directors, a majority of whom shall be independent of management and the company. A Chairperson and the committee members shall be elected annually by the affirmative vote of at least a majority of the Board of Directors.

Members of the Audit Committee shall be considered independent if they comply with the independence rules of the National Association of Securities Dealers. All committee members shall be financially literate, and at least one member shall have accounting or related financial management expertise.
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Meetings
The Audit Committee shall meet at least annually (or more frequently as appropriate) with management and the independent auditors in separate executive sessions to discuss any matters that the committee or any of these groups believe should be discussed privately. In addition, the Audit Committee or its Chairperson shall meet quarterly with the independent auditors and management to review the company's financial statements consistent with "Responsibilities and Processes" below. The committee shall report on a regular basis its activities to the Board and shall make such recommendations to the Board as it deems appropriate.
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Responsibilities and Processes
The primary responsibility of the Audit Committee is to oversee SyntheMed's financial reporting process on behalf of the Board and report the results of its activities to the Board. The Audit Committee shall have the power and should take the appropriate actions to set the overall corporate example for quality financial reporting, sound business risk practices and ethical behavior. The committee shall have the power to conduct or authorize investigations into any matter within the committee's responsibilities. The Audit Committee shall have unrestricted access to members of management and other SyntheMed employees, as well as all information relevant to carrying out its responsibilities. The committee shall have the power to retain, at SyntheMed's expense, independent counsel, accountants or other advisors for such purposes as the committee, in its sole discretion, determines to be appropriate to carry out its responsibilities.

The Audit Committee is not expected to audit the company, to define the scope of the audit, to control the company's accounting practices, or define the standards to be used in preparing SyntheMed's financial statements. SyntheMed management is responsible for preparing the financial statements and the independent auditors are responsible for auditing those statements.

The following shall be the principal recurring processes of the Audit Committee in carrying out its oversight responsibilities. The processes are set forth as a guide with the understanding that the committee may supplement them as appropriate. The Audit Committee shall:

Evaluate, review and recommend to the Board the selection (or, where appropriate, replacement) of the company's independent auditors.
Provide guidance to, and receive reports from, SyntheMed's independent auditors and financial management.
Review the interim financial statements and earnings release with management and the independent auditors prior to filing the company's Quarterly Reports on Form 10-Q. The Chairperson may represent the entire Audit Committee for purposes of this review.
Discuss the results of the annual and quarterly review and any other matters required to be communicated to the Audit Committee by the independent auditors under generally accepted auditing standards.
Review with management and the independent auditors the financial statements to be included in the company's Annual Report on Form 10-K and provide judgments about the quality, not just the acceptability, of accounting principles, the reasonableness of significant judgments and the clarity of the disclosure in the financial statements.
Prepare a report to be included in the company's proxy statement for each annual meeting that discloses whether the Audit Committee (i) has reviewed and discussed the audited financial statements with management; has discussed Statement on Auditing Standards 61 ("SAS 61") "Communicating with Audit Committees" and Independence Standards Board Standard No. 1, "Auditor Independence" with the independent auditors; and (ii) has recommended to the Board that the consolidated financial statements be included in the Annual Report on Form 10-K for the last fiscal year.
Meet annually with the independent auditors to review the scope, proposed audit fees and related detail of the forthcoming annual year-end audit to be conducted by the independent auditors. Review the extent of "non-audit" services and related fee proposals that may be requested from the independent auditors from time to time.
Approve in advance all audit and other services provided by the independent auditors and related fees. The Audit Committee shall not approve the engagement of the independent auditors to render non-audit services prohibited by law or rules and regulations promulgated by the Securities and Exchange Commission. The committee shall be authorized to adopt such pre-approval policies as it deems appropriate and consistent with SEC rules and guidance.
Obtain from the independent auditors a statement of the audit fees and other categories of fees billed for the last fiscal year that are requied to be disclosed in the company's proxy statement. Discuss with the independent auditors the auditors' independence from management and the company, including matters in the written disclosures required by the Independence Standards Board.
Review this Charter annually and recommend to the Board appropriate changes to it. In addition, confirm that the Charter is included as an appendix to the annual stockholders' meeting proxy statement at least every three years, or promptly after any significant amendment to it.
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CODE OF BUSINESS CONDUCT

This Code of Business Conduct applies to all employees, officers and directors of SyntheMed, Inc. This Code sets forth general principles. Certain of the principles set forth herein may be further addressed in specific policies previously adopted by SyntheMed. This Code is not intended to limit these policies.
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Compliance with laws, rules and regulations
We expect you to comply with the letter and spirit of all applicable laws, rules and regulations. If you have any questions about your obligations under any applicable law, you should seek advice from your supervisor or, if you are an officer or director, our outside counsel.

You should be aware that it is usually illegal to buy or sell securities using material information not available to the public. Persons who give such undisclosed "inside" information to others might be as liable as persons who trade securities while possessing such information. Securities laws may be violated if you trade in SyntheMed securities or in securities of any of our customers, suppliers, strategic partners or others with whom we have a business relationship, while possessing inside information.

The policies set forth in this section are further addressed in our Insider Trading Policy.
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Conflicts of Interest
A "conflict of interest" occurs when an individual's personal interest interferes or appears to interfere with the interests of the company. We expect you to exercise care to ensure that conflicts of interest are avoided. The foregoing is subject to the following qualifications:

The ownership of less than a 1% equity interest in a publicly traded company with which we have a business relationship shall not in and of itself be deemed a conflict of interest.
A non-employee director may be affiliated with a company with which we have a business relationship (e.g., a supplier, strategic partner or customer), provided that the nature of such affiliation and business relationship is disclosed to the Board and the Board approves such affiliation and business relationship (with the interested director not participating in the vote).
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Loans
Executive officers and directors may not obtain loans from SyntheMed

Any loan to other employees must be approved by an executive officer or by the Board.
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Corporate Opportunities
You owe a duty to the company to advance SyntheMed's legitimate business interests when the opportunity to do so arises. You may not (i) take for yourself (or direct to a third party) any opportunity that is discovered through the use of company property, information or position and relates to any line of business in which SyntheMed engages (unless the company has already been offered the opportunity and turns it down), (ii) use SyntheMed information or position for personal gain or (iii) compete with SyntheMed.
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Protection and Proper Use of Company Property
You must make reasonable efforts to safeguard SyntheMed property within your control from loss, theft or unauthorized use. You may only use company property for legitimate business purposes of the company, subject to the following:

We may authorize an employee to use specific SyntheMed property as a "perquisite" element of his or her compensation. Any such authorization for an executive officer must be given by the Board or the Compensation Committee and disclosed as compensation to the extent required by SEC rules. Any such authorization for any other employee must be given by an executive officer.
The foregoing policy does not preclude occasional personal use of the company's electronic communications systems, provided that such use: (i) does not interfere with the performance of your job or other duties to the company, (ii) does not diminish productivity and (iii) does not violate the company's specific policies regarding use of its electronic communication systems.
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Confidentiality
You must maintain the confidentiality of any confidential information that you learn concerning the company, our customers, suppliers, strategic partners and any other company with whom we have a business relationship, except when disclosure is authorized or legally required. In general, a company's confidential information includes all non-public information that might be of use to the company's competitors or harmful to the company or its customers if disclosed.
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SEC Reporting and Public Communications
SyntheMed strives to have full, fair, accurate, timely and understandable disclosure in all reports that we file or submit to the SEC and in our other public communications. In furtherance of this objective, we expect that all persons involved in the preparation or review of our SEC reports will (i) be familiar with the "disclosure controls and procedures" that we have adopted as required by the Securities Exchange Act of 1934, (ii) follow such procedures, and (iii) bring to the attention of our Chief Financial Officer or our outside securities law counsel any material deviations from such procedures. If you become aware of any credible information that would place in doubt the accuracy in all material respects of any of our SEC reports or other public disclosures, you should bring such information to the attention of our Chief Financial Officer or our outside securities law counsel. You may also bring the matter to the attention of the Audit Committee in the manner described in the section below entitled "Reporting of Violations; Consequences of Violations."
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Books and Records
SyntheMed's books and records must be prepared accurately and maintained properly in accordance with the company's records management policies and all applicable laws and regulations. No false entries may be made in the company's records for any reason. We expect that you will:

not conceal any financial or bookkeeping irregularity;
cooperate completely and forthrightly with the company's internal and independent auditors; and
follow the company's system of internal accounting controls.

You may never destroy, alter, or conceal, with an improper purpose, any record or otherwise impede any governmental proceeding of which you are aware.
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Fair Dealing
You should endeavor to deal fairly with our customers, competitors, employees, suppliers, strategic partners and others with whom we have a business relationship. You should not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.

It is the policy of SyntheMed to comply with health care "fraud and abuse" laws. This includes federal and state anti-kickback laws that prohibit offering or giving kickbacks or other improper inducements to healthcare professionals which includes anyone who may be in a position to purchase or to arrange for or recommend the purchase of the company's products.
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Payments to Government Personnel
The US Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make payments to government officials of any country.

In addition, the US government has a number of laws and regulations regarding the provision of business gratuities to US government personnel, including, for example, employees of Medicare, Medicaid, and the Veterans Administration. The promise, offer or delivery to an official or employee of the US government of a gift, favor or other gratuity in violation of these rules would not only violate company policy but would be a criminal offense. State and local governments as well as foreign governments may have similar laws and it is SyntheMed's policy to comply with those laws.
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Discrimination and Harassment
We are firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any discrimination or harassment of any kind.
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Reporting of Violations; Consequence of Violations
We expect that you will promptly report any circumstances that you believe in good faith may constitute a violation of this Code or any other company policy. We will not allow retaliation for reports made hereunder in good faith. You should report to the following persons:

if you are a non-employee director, you should report to the Board or the Audit Committee;
if you are an officer, you should report to the Chief Executive Officer, the Board or the Audit Committee; and
if you are a non-officer employee, you should report to your supervisor.

Notwithstanding the foregoing, if you have any complaints or issues regarding accounting, internal accounting controls or auditing matters or the accuracy of our SEC reports or other public communications, you may report directly to the Audit Committee. If you are not comfortable identifying yourself, you may communicate with the Audit Committee anonymously. You may communicate with the Audit Committee by letter addressed to SyntheMed, Inc., 200 Middlesex Essex Turnpike, Suite 210, Iselin, New Jersey 08830, attention Audit Committee Chairman. You may also contact the company's external legal counsel, Mr. Keith Moskowitz, at Eilenberg, Krause, & Paul, LLP, 11 East 44th Street, New York, New York 10017, telephone 212-986-9700.

We will investigate any reports of alleged violations of this Code. If the alleged violation involves a director, an executive officer, or our principal accounting officer, then the investigation will be supervised by the Board or the Audit Committee. In all other cases, the investigation will be supervised by such other person as the Chief Executive Officer considers appropriate.

Violations of this Code may result in, among other actions, suspension of work duties, diminution of responsibilities or demotion, termination of employment and removal as a director.
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Waivers
From time to time, we may waive some provisions of this Code. Waivers must be authorized as follows:

for executive officers, our principal accounting officer and directors, the waiver must be approved by the Board or the Audit Committee (with any interested director not participating in the vote); and
for other employees, the waiver may be approved by any executive officer.

If we waive any provision of this Code for any executive officer or director, we will disclose such waiver to the extent required by the rules of the SEC.
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No Retaliation
The Company will not retaliate in any manner, including but not limited to discharging, demoting, suspending, terminating, harassing or otherwise discriminating against an employee who reports, in good faith, violations or suspected violations of this Code, including, but not limited to, accounting fraud or securities law violations.
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CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

1.General Purpose
The general purpose of the Compensation Committee is to aid the Board in discharging its responsibilities relating to (i) the oversight of executive officer and director compensation and (ii) the development of compensation policies that support SyntheMed's business objectives. For the purpose of this charter, "executive officers" are those officers that are required to be identified as executive officers in the company's proxy statement in accordance with applicable SEC rules.
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2. Specific Responsibilities

2.1 The Compensation Committee shall:

review and approve corporate goals and objectives relevant to the compensation of the CEO and, to the extent it deems appropriate, other executive officers;
determine and approve the compensation of the CEO;
review and approve, or make recommendations to the board with respect to, the compensation of SyntheMed‘s other executive officers;
review and approve, or make recommendations to the board with respect to, any incentive-compensation plan or equity-based plan for the benefit of executive officers, including but not limited to, specific grants of stock options or other equity-based benefits for such executive officers;
administer any incentive-compensation plan or equity-based plan for the benefit of executive officers;
review and approve, or make recommendations to the board with respect to, any (i) employment agreement, severance arrangement or change in control arrangement for the benefit of executive officers or (ii) retirement or deferred compensation plan or program for the benefit of executive officers;
review and approve the compensation committee report on executive compensation if such report is required to be issued and included in the company's
annual proxy statement;
make recommendations to the Board with respect to the compensation of the company's directors, in their capacities as such.
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2.2 In evaluating CEO compensation, the Compensation Committee should consider: (i) the CEO's performance in light of the company's goals and objectives relevant to such executive's compensation, (ii) competitive market data relevant to executive compensation and (iii) such other factors as the committee deems appropriate. In addition, when evaluating the long-term incentive component of CEO compensation, the Compensation Committee should consider the company's performance and relative shareholder return, the value of similar incentive awards to CEO's at comparable companies, and the awards given to the company's CEO in past years. In assessing the company's performance, the committee may consider all factors it deems appropriate including overall business conditions and conditions in the company's principal end-markets.

2.3 In evaluating the compensation of executive officers other than the CEO, the Compensation Committee should consider the recommendation of the CEO and such other factors as the committee deems appropriate (including, without limitation, the factors enumerated in subsection 2.2 that the committee deems appropriate).

2.4 The Compensation Committee shall exercise all rights, authority and functions of the board with respect to all incentive compensation and equity-based plans of SyntheMed for the benefit of executive officers as well as other employee and consultant participants including, without limitation, the authority to interpret the terms thereof and to grant options and other awards thereunder; provided, however, that except as otherwise expressly authorized to do so by a plan or resolution of the board, the committee shall not be authorized to amend any such plan.

2.5 The Compensation Committee shall have such other authority and responsibility as the board from time to time may delegate to it by resolution.
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3. Authority to Retain Advisors

3.1 The Compensation Committee has sole authority to: (i) retain compensation consultants to advise with respect to director or executive officer compensation, (ii) approve the fees and other retention terms of such consultants and (iii) terminate the retention of any such consultant.

3.2 The committee may also retain such other advisors as it deems necessary or appropriate.

3.3 The company shall provide for appropriate funding, as determined by the committee, for payment of compensation to any advisors employed by the committee.
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4. Composition and Operation of the Committee

4.1 The Compensation Committee shall be comprised of two or more directors appointed by the Board. Each member of the committee must be "independent" within the meaning of the rules of The NASDAQ Stock Market or any other association or exchange on which the company's securities are quoted or listed for trading. The Board may appoint one member of the committee to serve as Chairman of the Committee.

4.2 Any member of the Compensation Committee may be removed by the Board, with or without cause, at any time.

4.3 At all meetings of the Compensation Committee, a majority of the entire committee shall be necessary and sufficient to constitute a quorum for the transaction of business.

4.4 The vote of a majority of the Compensation Committee members present at a meeting at which a quorum is present shall be the act of the committee. The committee may also act by unanimous written consent as provided in the SyntheMed's by-laws or applicable Delaware law.

4.5 The Compensation Committee may hold meetings, both regular and special, either within or without the State of Delaware. Regular meetings of the committee may be held without notice at such time and at such place as may from time to time be determined by the committee. Special meetings of the committee may be called by any member of the committee. Notice for committee meetings, when required, shall be given in the same manner as notice for a board meeting.

4.6 Meetings of the Compensation Committee shall be presided over by the Chairman of the Committee, if any, or in the absence of a Chairman by a chairman chosen at the meeting.

4.7 The Compensation Committee shall conduct a self-evaluation at least annually to determine whether (i) it is functioning effectively in accordance with this Charter and (ii) whether any amendments to this Charter should be proposed to the Board.

4.8 The Compensation Committee shall record minutes of each of its meetings.

4.9 The Compensation Committee shall make regular reports to the board on its activities. These reports may be made orally or in writing or by providing copies of relevant minutes.

4.10 The Compensation Committee may form, and delegate any of its responsibilities to, a subcommittee so long as such subcommittee is solely comprised of members of the committee. The requirements for action by a subcommittee shall, except as otherwise provided by act of the committee, be the same as applicable to the committee.
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INSIDER TRADING POLICY

1.Background and Purpose
The federal securities laws prohibit any member of SyntheMed's Board of Directors or employee from purchasing or selling company securities on the basis of material nonpublic information concerning the company, or from disclosing material nonpublic information to others who might trade on the basis of that information. These laws impose severe sanctions on individuals who violate them. In addition, the SEC has the authority to impose large fines on SyntheMed and on the company's Directors, executive officers and controlling stockholders if the company's employees engage in insider trading and the company has failed to take appropriate steps to prevent it (so-called "controlling person" liability).

This insider trading policy is being adopted in light of these legal requirements, and with the goal of helping:

prevent inadvertent violations of the insider trading laws;
avoid embarrassing proxy disclosure of reporting violations by persons subject to Section 16 of the Securities Exchange Act of 1934;
avoid even the appearance of impropriety on the part of those employed by, or associated with, the company;
protect the company from controlling person liability; and
protect the reputation of the company, its Directors and its employees.
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2. Prohibition on Trading While Aware of Material Nonpublic Information; Prohibition on Tipping Others

2.1 This Section applies to:

all Directors;
all employees;
all family members of Directors and employees who share the same address as, or are financially dependent on, the Director or employee; and
all corporations, partnerships, trusts or other entities owned or controlled by any of the above persons.

2.2 No person covered by this section may:

purchase, sell, pledge or donate any securities of the company while he or she is aware of any material nonpublic information concerning the company;
disclose to any other person any material nonpublic information concerning the company if it is reasonably foreseeable that such person may use that information in purchasing or selling company securities;
purchase, sell, pledge or donate any securities of another company while he or she is aware of any material nonpublic information concerning such other company which he or she learned in the course of his or her service as a Director or employee of the company; or
disclose to any other person any material nonpublic information concerning another company which he or she learned in the course of his or her service as a Director or employee of the company if it is reasonably foreseeable that such person may use that information in purchasing or selling securities of such other company.

2.3 The prohibition on purchases, sales, pledges and gifts of SyntheMed securities while aware of material nonpublic information concerning the company does not apply to a transaction pursuant to a Rule 10b5-1 trading plan which complies with Section 3.3 of this insider trading policy.
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3. Blackout Periods

3.1 The prohibitions in Section 3.2 below apply to:

all Directors;
all executive officers;
such other employees as are designated from time to time by the Board, the Chief Executive Officer or the Chief Financial Officer as being subject to Section 3.2;
all family members of Directors, executive officers and designated employees who share the same address as, or are financially dependent on, the Director, executive officer or designated employee; and
all corporations, partnerships, trusts or other entities owned or controlled by any of the above persons.

3.2 No person described in Section 3.1 may purchase, sell, pledge or donate any securities of the company during the following time periods (each, a "corporate blackout period"):

beginning two weeks prior to the end of each fiscal quarter and ending upon the completion of the second full trading day after the public announcement of earnings for such quarter;
beginning at the time of any public earnings-related announcement or public announcement of a significant corporate transaction or event and ending upon the completion of the second full trading day after such announcement; or
during such other periods as may be established from time to time by the Board, the Chief Executive Officer or the Chief Financial Officer in light of particular events or developments affecting SyntheMed.

In addition, no person covered by this Section 3 shall inform a person not covered by this Section 3 that a corporate blackout period imposed as a result of particular events or developments is in effect.

3.3 The prohibitions on purchases, sales, pledges and gifts of SyntheMed securities during corporate blackout periods do not apply to:

purchases made under an employee stock purchase plan operated by the company; provided, however, that the securities so acquired may not be sold during a corporate blackout period;
exercises of stock options or the surrender of shares to the company in payment of the exercise price or in satisfaction of any tax withholding obligations, in each case in a manner permitted by the applicable stock option; provided, however, that the securities so acquired may not be sold (either outright or in connection with a "cashless'" exercise transaction through a broker) during a corporate blackout period;
purchases of securities from the company or sales, pledges or gifts of securities to the company; and
purchases or sales made pursuant to a binding contract, written plan or specific instruction (a "trading plan") which is adopted and operated in compliance with Rule 10b5-1; provided such trading plan: (1) is in writing; (2) was submitted to the company for review by the company prior to its adoption; and (3) was not adopted during a corporate blackout period; and provided further that if such trading plan provides for trades to occur only once per quarter or less frequently (other than a plan that relates solely to the immediate sale of shares acquired under an employee stock purchase plan) such trading plan may not provide for trades to occur during a regularly scheduled quarter-end corporate blackout period.
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4. Notice of Securities

4.1 This Section 4 applies to:

all Directors;
all executive officers;
all family members of Directors and executive Officers who share the same address as, or are financially dependent on, the Director and executive officers; and
all corporations, partnerships, trusts or other entities owned or controlled by any of the above persons.

4.2 No person covered by this Section 4 may purchase, sell or otherwise acquire or dispose of securities of SyntheMed or change beneficial ownership in such securities, other than in an exempt transaction (as defined below), unless he or she notifies the Chief Executive Officer prior to such transaction. For purposes of this Section 4, an "exempt transaction" shall mean:

grants of options to purchase company common stock pursuant provided the option grants were approved by the Board or a committee of two or more non-employee directors, and exercises of any in-the-money stock options whose grants was so approved.
an acquisition of company securities pursuant to a stock split, stock dividend or pro rata distribution to company stockholders; and
an acquisition or disposition of company securities pursuant to a domestic relations order, as defined in the Internal Revenue Code.

4.3 Each person covered by this Section 4 shall also notify the Chief Executive Officer of the occurrence of any purchase, sale or other acquisition or disposition of securities of the company, other than an exempt transaction, as soon as possible following the transaction, but in any event, within one business day after the transaction. This notification, which may be oral, in writing or via email, should describe the type of transaction that occurred (an open market purchase, a privately negotiated sale, etc.), the date of the transaction, the number of shares covered by the transaction, the purchase or sale price (if applicable), and whether the transaction was effected by the Director or executive officer or by a relative or affiliated entity.

For purposes of this Section 4.3, a purchase, sale or other acquisition or disposition shall be deemed to occur at the time the person becomes irrevocably committed to it; in the case of an open market purchase or sale, this occurs when the trade is executed (not when it settles).
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CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS

General Purpose
The general purpose of the Nominating and Corporate Governance Committee is to discharge the responsibilities described below relating to (i) Board composition, (ii) corporate governance and (iii) performance evaluation of the Board and management.
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Responsibilities Relating to Board Composition
The committee's responsibilities shall be to:

develop criteria for evaluating prospective candidates to the Board;
identify individuals qualified to become Board members; and
recommend to the Board, after receiving input from the Chairman and the CEO, those individuals that should be nominees for election or re-election to the Board or otherwise appointed to the Board (with authority for final approval remaining with the Board).

The Nominating and Governance Committee shall have sole authority to (i) retain and terminate any search firm to be used to identify director candidates and (ii) approve the search firm's fees and other retention terms.

The recommendation of the committee shall not be required for directors that are elected by holders of SyntheMed's preferred stock, if any, voting as a separate class, and nothing in this Charter shall limit any rights that holders of any class of preferred stock may have to designate or elect directors voting as a separate class.
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Responsibilities Relating to Corporate Governance
The Nominating and Governance Committee shall be responsible for taking a leadership role in shaping the corporate governance of SyntheMed. As part of this responsibility, the committee shall develop, and recommend to the Board, corporate governance guidelines for the company.

The corporate governance guidelines should cover such areas as the committee deems appropriate including, by way of example, (i) director qualification and independence standards, (ii) director responsibilities, (iii) director access to management and, as necessary and appropriate, independent advisors, (iv) director orientation and continuing education, (v) management succession, (vi) annual self evaluation of the Board, (vii) evaluation of management, (viii) determination of conflicts of interest and (ix) such other matters as may be required by the rules of any stock exchange or association on which the company's securities may be traded or quoted.
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Responsibilities Relating to Board and Management Evaluation
The Nominating and Governance Committee shall oversee the evaluation processes for the Board and management that are required by SyntheMed's corporate governance guidelines.
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Other Responsibilities
In addition to the authority and responsibilities described herein, the committee shall have such other authority and responsibility as the Board from time to time may delegate to it by resolution.
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Composition and Operation of the Committee
The Nominating and Governance Committee shall be comprised of two or more directors appointed by the Board. A majority of the members of the committee must be "independent" within the meaning of the rules of The NASDAQ Stock Market or any other association or exchange on which SyntheMed's securities are quoted or listed for trading. The Board may appoint one member of the committee to serve as Chairman of the Committee.

Any member of the committee may be removed by the Board, with or without cause, at any time.

At all meetings of the committee, a majority of the entire committee shall be necessary and sufficient to constitute a quorum for the transaction of business.

The vote of a majority of the committee members present at a meeting at which a quorum is present shall be the act of the committee. The committee may also act by unanimous written consent as provided in SyntheMed's by-laws.

Regular meetings of the committee may be held without notice at such time and at such place as may from time to time be determined by the committee. Special meetings of the committee may be called by any member of the committee. Notice for committee meetings, when required, shall be given in the same manner as notice for a Board meeting.

Meetings of the committee shall be presided over by the Chairman of the Committee, if any, or in the absence of a Chairman by a chairman chosen at the meeting.

The committee shall record minutes of each of its meetings.

The committee shall make regular reports to the Board on its activities. These reports may be made orally or in writing or by providing copies of relevant minutes.

The committee may form, and delegate any of its responsibilities to, a subcommittee so long as such subcommittee is solely comprised of members of the committee. The requirements for action by a subcommittee shall, except as otherwise provided by act of the committee, be the same as applicable to the committee.

The committee shall, on an annual basis, consider whether it should take steps to improve the effectiveness of the committee, review this charter and improve the effectiveness of the Board.
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PRIVACY STATEMENT

SyntheMed believes that privacy is important and is committed to protecting the privacy of our website visitors. This privacy statement was revised on June 5, 2008, and describes how we protect, gather, and use information obtained from the SyntheMed website. We may change it at any time and for any reason. Changes will be posted to this privacy statement as needed.
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Personal information
Personal information is collected from this website through the voluntary completion of email forms, surveys, and/or registration forms. The information gathered identifies you individually and usually includes information such as your name, address, email address, company name, phone number, or other information that is specific to you. Some pages on the website provide online contact forms that require personal information.
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Use of personal information
SyntheMed keeps and uses the personal information collected about you to respond to your questions and comments. In addition, we may use this information to:

Respond to your requests
Contact you about our products or services that may be of interest to you
Develop internal company reports, based on personal information, for promotion, research, and website content
Track website usage so we can improve its content and functionality
Learn about our customers and markets
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Non-personal information
Non-personal information is data we collect from this website that does not identify you individually. Non-personal information is obtained from your computer and includes such information as your web browser, the date and time of your website visit, the web address from which you accessed our site, the number of visitors to the site, the pages viewed, and the length of time on the website.

If you visit our website to read or download information, we may collect certain non-personal information about you from your computer's browser. Reading or downloading information from our website does not provide any personal information about you.
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Cookies
Non-personal data on our website is collected using a technology called cookies. Cookies are small data files that are sent to your browser and placed on your computer's hard drive when you visit a website. You can set your browser to accept or decline cookies. Some sections of our website may not work properly if you decline cookies.
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Use of non-personal information
Non-personal information is used to collect general information about our site visitors. SyntheMed uses this information, which does not identify you in any way, to improve our products, services, and website content. In addition, we may share this information with third parties who are hired to develop programs, products, services or content to better serve our customers.
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Disclosure of personal information
SyntheMed will not share personal information collected through this website with unrelated third parties, except as provided in this privacy statement. We may share personal information that you have provided us with companies that we hire to perform services for us, such as mailing or data processing, where they need your personal information to perform the service. These companies are not authorized to keep or use your personal information for any other purpose.

SyntheMed may also share your personal information to comply with legal requirements, such as law, regulation, warrant, subpoena, court order, or in a corporate sale, merger, reorganization, acquisition, dissolution, or similar event.
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Children's privacy
SyntheMed does not intentionally collect personal information from children under the age of 13. If you think that a child has provided us with personal information, please email us. We will use reasonable efforts to delete this information.
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Links to other websites
This privacy policy does not apply to websites of other companies or organizations to which our website links. These links are provided for your convenience. SyntheMed does not control these websites nor are we responsible for their operation or content. We suggest that you review the privacy policy for each website you visit.
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Security
SyntheMed takes reasonable steps to protect personal information from loss and misuse. Since no internet transmission is 100% secure, please remember that some email information sent to or from this site may not be secure. Please keep this in mind when sending us information by email.
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Contact SyntheMed
If you have any questions or comments about this privacy statement, please contact us at info@SyntheMed.com or at:

SyntheMed, Inc.
200 Middlesex Essex Turnpike, Suite 210
Iselin, NJ 08830
Attn: SyntheMed.com
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