PURPOSE

The purpose of the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Immtech Pharmaceuticals, Inc. (the "Company") is to oversee the compensation of the Company's executive officers, senior management and other employees generally, including plans and programs relating to cash compensation, incentive compensation, equity-based awards and other benefits and perquisites and to administer any such plans or programs as required by the terms thereof.

MEMBERSHIP

The Committee shall be comprised of not less than three members of the Board. Members of the Committee shall be appointed by the Board and may be removed by the Board in its discretion. All members of the Committee shall be independent under the rules of the American Stock Exchange. If not designated by the Board, the members of the Committee shall designate a chairperson of the Committee by majority vote.

DUTIES AND RESPONSIBILITIES

The Committee's basic responsibility is to assure that the senior executives of the Company and its affiliates are compensated effectively in a manner consistent with the stated compensation strategy of the Company, competitive practice, and the requirements of the appropriate regulatory bodies. The Committee shall also discuss with, and provide guidance to, management generally regarding compensation, benefits and benefit programs for all employees of the Company and shall have authority to be the administrator of the Company's Third Amended and Restated 2000 Stock Incentive Plan and any successor plan, and similar plans or programs. The Committee may occasionally engage independent compensation consultants and research firms to assist it with its duties and responsibilities.

In furtherance of the foregoing, the Committee shall have the following authority, duties and responsibilities:

• Chief Executive Officer Compensation. The Committee shall review and approve corporate goals and objectives relevant to the compensation of the Chief Executive Officer (the "CEO"), evaluate the CEO's performance in light of those goals and objectives, and either as a committee or together with the other independent directors (as directed by the Board) exercise sole authority to determine and approve the CEO's compensation level based on this evaluation. In determining the long-term incentive component of the CEO's compensation, the Committee shall consider, among other factors selected by the Committee, the Company's performance and relative shareholder return, the CEO's individual performance, including progress on strategic objectives, the value of similar incentive awards to chief executive officers at comparable companies, and the awards given to the CEO in past years.
  
  
• Non-CEO Executive Compensation. The Committee shall review with the CEO his evaluation of the performance of other senior executives and key employees and shall consider the recommendations of the CEO with respect to the compensation of such executives and key employees. Either as a committee or together with the other independent directors (as directed by the Board), the Committee shall exercise sole authority to determine and approve such compensation.
  
  
• Incentive and Equity-Based Compensation Plans. The Committee shall review and make recommendations to the Board with respect to incentive compensation plans and equity-based compensation plans or material changes to any such existing plans and shall discharge and administer any such plans as required by the terms thereof.
  
  
• Compensation Discussion & Analysis ("CD&A"). Beginning after the March 31, 2007 fiscal year end, the Committee shall oversee the drafting and review and discuss with management the CD&A and related disclosures required by the Securities and Exchange Commission ("SEC"), including specific Committee review and input regarding:
  
  
  • the discussion of factors important to understanding the objectives, policies and philosophy underlying the executive compensation programs;
    
    
  • the allocation of various types of compensation, including short-term and long-term compensation;
    
    
  • the specific items of corporate performance taken into account in setting compensation policies and decisions;
    
    
  • the factors considered in decisions to increase or decrease executive compensation;
    
    
  • the information presented in the Summary Compensation Table and other supporting tabular disclosures, including narrative descriptions as required; and
    
    
  • information and descriptive narrative provided in other disclosures, including post-employment payments, director compensation and Committee governance.
    
    
  The Committee will also review and decide whether to recommend the final CD&A to the Board for inclusion in the Company's annual report (Form 10-K) or proxy statement.
  
  
• Compensation Committee Report. The Committee shall prepare and approve the Compensation Committee Report required by the rules of the SEC to be furnished with the Company's annual report or proxy statement, including when required:
  
  
  • a statement providing whether the Committee reviewed and discussed the CD&A with management;
    
    
  • a statement providing whether, based on the aforementioned review and discussion, the Committee recommended to the Board that the CD&A be included in the Company's annual report or proxy statement; and
    
    
  • a list of the Committee members below the Compensation Committee Report disclosure.
    
    
• Executive Compensation Programs. The Committee shall periodically review, as and when determined appropriate, executive compensation programs and total compensation levels, including:
  
  
  • determining whether program elements are properly coordinated and achieve intended objectives;
    
    
  • conducting comparative analyses of total compensation relative to market;
    
    
  • quantifying maximum payments to executives under performance-based incentive plans and total payments under a variety of termination conditions, including upon a change-in-control; and
    
    
  • the impact of the tax and accounting treatment of the various forms of compensation.
    
    
• Compliance. The Committee shall, in consultation with management, oversee regulatory compliance with respect to compensation matters, including overseeing the Company's policies on structuring compensation programs to preserve tax deductibility, and, as and when required, establishing performance goals and confirming that performance goals have been attained for purposes of Section 162(m) of the Internal Revenue Code.
  
  
• Severance. The Committee may review and approve any severance or similar termination payments proposed to be made to any current or former executive officer of the Company, if not otherwise approved by the Board.
  
  
• Other Duties. The Committee shall perform any other duties or responsibilities expressly delegated to the Committee by the Board from time to time relating to the Company's compensation programs.
  
  

DELEGATION TO SUBCOMMITTEE

The Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee. In particular, the Committee may delegate the approval of certain transactions to a subcommittee consisting solely of members of the Committee who are (i) "Non-Employee Directors" for the purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as in effect from time to time, and (ii) "outside directors" for the purposes of Section 162(m) of the Internal Revenue Code, as in effect from time to time.

COMMITTEE STRUCTURE AND OPERATIONS

The Committee shall meet at least twice annually and as often as necessary to carry out its responsibilities, and when necessary or desirable, may take action by unanimous written consent. Members of management may participate in Committee meetings at the invitation of the Committee. The CEO shall not attend any meeting (or portion thereof) where the CEO's performance or compensation is discussed, unless specifically invited by the Committee. Any action of the Committee (other than actions for which the Committee has sole authority as set forth herein) shall be subject to review and modification by the Board. Minutes will be kept of each meeting of the Committee and will be available to each member of the Board.

PERFORMANCE EVALUATION

The Committee shall prepare and provide to the Board an annual performance evaluation report of the Committee, including an assessment of the performance of the Committee based on the duties and responsibilities set forth in this charter and such other matters as the Committee may determine. The report to the Board may take the form of an oral report by the Committee chairman or any other member of the Committee designated by the Committee to make the report. The Committee shall review and assess the adequacy of the Committee charter annually.

Adopted by the Board of Directors
December 20, 2006