Appendix II-Audit Com Charter Revision 05-March-2008

METHYLGENE INC. AUDIT COMMITTEE CHARTER February 16, 2011 1. ESTABLISHMENT OF THE COMMITTEE 1.1 Establishment of Audit Committee Confirmed – The establishment of the audit committee of the Board is hereby confirmed with the purpose, constitution and responsibilities set forth herein. 1.2 Certain Definitions – In this Charter: (a) "Board" means the board of directors of the Company; (b) "Chair" means the chairperson of the Committee; (c) "Charter" means this written charter of the Committee and any such charter for the Committee which the Board resolves from time to time shall be the charter of the Committee, as amended from time to time; (d) "Committee" means the audit committee of the Board; (e) "Company" means MethylGene Inc.; (f) "Director" means a member of the Board; (g) "MD&A" means Management’s Discussion & Analysis as contemplated in NI 51-102; (h) "External Auditor" means the Company's independent auditor; and (i) "Resolution of the Board" is an affirmation of a formal decision approved by the requisite majority of the Board of Directors. 1.3 Interpretation – The provisions of this Charter are subject to the provisions of the by-laws of the Company and to the applicable provisions of applicable legislation. 2. PURPOSE 2.1 Purpose – The primary purpose of the Committee is to assist Board oversight of: (a) the integrity of the Company's financial statements; (b) the Company's compliance with legal and regulatory requirements; (c) the ...