1. Role of Board and Management.
   
   The business and affairs of the Company is managed under the direction of the Board. The Company's day-to-day business is conducted by its management and employees, under the supervision of the Chief Executive Officer (CEO). The directors exercise their business judgment and act in what they reasonably believe is the best interests of the Company and its stockholders. The Board is elected by the Company's stockholders.
   
   
2. Functions of Board.
   
   The Board generally has at least four scheduled meetings a year at which it reviews and discusses reports by management on the performance of the Company, its plans and prospects, as well as current issues facing the Company. The Board has a variety of specific powers and duties, some of which may be delegated to committees of the Board, including:
   
   
   1. Selecting and evaluating the CEO and Chairman of the Board, and providing oversight to CEO succession planning;
      
      
   2. Providing counsel and oversight on the selection and evaluation of senior management;
      
      
   3. Reviewing, approving and monitoring major corporate actions and strategies; and
      
      
   4. Evaluating major risks facing the Company.
      
      
      
3. Independence of Directors.
   
   A majority of the directors are to be "independent directors" under the rules of The Nasdaq Stock Market, Inc. ("Nasdaq"). The definition of independent director is set forth in Exhibit A. In addition, the members of the Board's Audit Committee, Compensation Committee and Nominating and Corporate Governance Committees consist solely of independent directors.
   
   
4. Size of Board and Selection Process.
   
   The Board is divided into three classes of directors. Each year at the Company's annual meeting of the stockholders, the stockholders elect the directors in a single class to serve a three-year term as a director. The Board proposes a slate of nominees to the stockholders for election to the Board (using information provided by the Nominating and Corporate Governance Committee). The Board may fill vacancies or newly created directorships and the Board determines the number of directors. Stockholders may propose nominees for election as directors by complying with the director nomination provisions of the Company's Bylaws.
   
   
5. Board Membership Criteria.
   
   The Nominating and Corporate Governance Committee reviews the qualifications of proposed nominees for director to serve on the Board and recommends nominees to the Board.
   
   The CEO, members of the Nominating and Corporate Governance Committee, and other members of the Board are the primary sources for the identification of prospective nominees. The Nominating and Corporate Governance Committee is authorized to retain search firms or other consultants for this purpose. The Nominating and Corporate Governance Committee may also consider proposed nominees that are identified by Company stockholders as described under section IV above.
   
   While the Nominating and Corporate Governance Committee has no formal process for identifying and evaluating proposed nominees, the members of the Nominating and Corporate Governance Committee generally will review the resume of a proposed nominee, consult the proposed nominee's personal references, and may personally interview (and suggest that other members of the Board interview) the proposed nominee, if the Nominating and Corporate Governance Committee considers the proposed nominee sufficiently suitable.
   
   While there are no established minimum qualifications that a proposed nominee must meet, in evaluating each proposed nominee, the Nominating and Corporate Governance Committee and the Board will take into account the proposed nominee's business experience, professional skills and scientific expertise, the proposed nominee's understanding of the Company's business on a technical level, any actual or potential conflicts of interest posed by the proposed nominee's election as a director, and the proposed nominee's time available to devote to Board and committee activities and to enhance his or her knowledge of the Company's business.
   
   
6. Communication with Directors.
   
   Stockholders may communicate with the Company's directors, including a committee of the Board, by sending an e-mail to governance@tapestrypharma.com or write to the following address:
   
   Board of Directors
   Tapestry Pharmaceuticals, Inc.
   4840 Pearl East Circle, Suite 300W
   Boulder, Colorado 80301
   
   
7. Access to Employees and Advisors.
   
   At the invitation of the Board or a Board committee, members of management may attend Board or Board committee meetings and make presentations. The Board and committees have access to the Company's officers and employees and the right to retain special legal, accounting or other consultants for advice.
   
   
8. Board Committees.
   
   The Board has established the following four committees to assist the Board in discharging its responsibilities: (i) the Audit Committee; (ii) the Compensation Committee; (iii) the Nominating and Corporate Governance Committee; and (iv) the Research and Development Committee. Each committee reports to the Board following its meetings. The Board may add new committees or eliminate existing committees as it deems advisable.
   
   
9. Meetings of Independent Directors.
   
   The Board will have regularly scheduled meetings during the year at which only the independent directors will be present. At their discretion, the independent directors can appoint one of their members to act as a chairperson to preside at such meetings.
   
   
10. Board and Committee Agendas.
    
    The Board and each Board committee are responsible for setting the agenda for meetings during the year. The CEO, or, in the case of Board committees, the committee chairperson, will determine the nature and extent of information that will be provided regularly to the directors or the committee members. The information relevant to the agenda of each meeting will be distributed to the directors or committee members in writing or electronically in advance of the meeting. Directors and committee members are entitled to make suggestions for agenda items, or additional pre-meeting materials, to the CEO or appropriate committee chairperson at any time.
    
    
11. Board Compensation.
    
    The Compensation Committee has responsibility for recommending to the Board compensation and benefits for non-employee directors. In discharging this duty, the committee will attempt to align directors' interests with the long-term interests of stockholders.
    
    
12. Annual Meeting.
    
    The Board of Directors encourages Board members' attendance at annual meetings of the Company's stockholders.
    
    
13. Succession Plan.
    
    The Board may consider a succession plan for the CEO and other executives, based upon recommendations from the Compensation Committee.
    
    

Exhibit A
Director Independence Requirements
(Rule 4200(a)(15) of the Rules of the Nasdaq Stock Market, Inc.)

1. A director who is, or at any time during the past three years was, employed by the company or by any parent or subsidiary of the company;
   
   
2. A director who accepted or has a family member who accepted any payments from the company or any parent or subsidiary of the company in excess of $60,000 during the current or any of the past three fiscal years, other than the following:
   
   
   1. compensation for Board or Board committee service;
      
      
   2. payments arising solely from investments in the company's securities;
      
      
   3. compensation paid to a family member who is a non-executive of the company or a parent or subsidiary of the company;
      
      
   4. benefits under a tax-qualified retirement plan, or non-discretionary compensation; or
      
      
   5. loans permitted under Section 13(k) of the Securities Exchange Act of 1934.
      
      
3. A director who is a family member of an individual who is, or at any time in the past three years was, employed by the company or by any parent or subsidiary of the company as an executive officer. Family member means a person's spouse, parents, children and siblings, whether by blood, marriage or adoption, or anyone residing in such person's home;
   
   
4. A director who is, or has a family member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which the company made, or from which the company received, payments for property or services in the current or any of the past three fiscal years that exceed 5% of the recipient's consolidated gross revenues for that year, or $200,000, whichever is more, other than the following:
   
   
   1. payments arising solely from investments in the company's securities; or
      
      
   2. payments under non-discretionary charitable contribution matching programs.
      
      
5. A director who is, or has a family member who is, employed as an executive of another entity where at any time during the last three years any of the executive officers of the company serve on the compensation committee of such other entity; or
   
   
6. A director who is, or has a family member who is, a current partner of the company's outside auditor, or was a partner or employee of the company's outside auditor who worked on the company's audit at any time during any of the past three years.
   
   For purposes of the foregoing definition, "Family Member" means a person's spouse, parents, children and siblings, whether by blood, marriage or adoption, or anyone residing in such person's home.