BIOSPECIFICS TECHNOLOGIES CORP.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

ADOPTED APRIL 7, 2008 
REVISED JUNE 17, 2009

Purposes of Committee

The purposes of the Nominating and Corporate Governance
Committee (the Committee) of the Board of Directors (the
Board) of BioSpecifics Technologies Corp. (the Company) are:
(1) to identify individuals qualified to become Board members, and to recommend
to the Board, the nominees for Director at the next Annual Meeting of
stockholders; (2) to recommend to the Board nominees for each committee of the
Board; (3) to develop and recommend to the Board corporate governance principles
applicable to the Company; and (4) to lead the Board in its annual review of the
Boards performance.

Committee Membership

The Committee shall have two or more members, each of whom
satisfies the requirements for independence under applicable law and in
accordance with the Marketplace Rules of NASDAQ. Committee members shall serve
at the pleasure of the Board and for such term or terms as the Board may
determine.

Committee Structure and Operations

The Board shall designate one member of the Committee as its
Chair. The Committee shall meet at a time and place determined by the Board or
the Committee Chair. Additional meetings shall be held when deemed necessary or
desirable by a majority of the Committee or its Chair. The Committee will meet
periodically in executive session without management present.

A majority of the Committee members currently holding office
constitutes a quorum for the transaction of business. The Committee may take
action only upon the affirmative vote of a majority of the Committee members
present at a duly held meeting. The Committee may meet in person or
telephonically and may act by unanimous written consent. The Committee may
invite such members of management to its meetings as it may deem desirable or
appropriate.

Committee Duties

The duties of the Committee are to:

|1. | Receive from stockholders and others recommendations for
      nominees for election to the Board, and recommend to the Board candidates
      for Board membership for consideration by the stockholders at the Annual
      Meeting of Stockholders and candidates for election to the board at
      intervals between Annual Meetings. In recommending candidates to the
      Board, the Committee shall take into consideration the Boards criteria
      for selecting new directors, including but not limited to integrity, past
      achievements, judgment, intelligence, relevant experience and the ability of the
      candidate to devote adequate time to Board duties.
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|2. | Recommend to the Board the committee structure of the
      Board and the composition and membership of such committees and the
      designation of the Chairman of each such committee.                                                                                                         
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|3. | Review and make recommendations to the Board concerning
      the composition, organization and processes of the Board, including the
      function, size and membership, including qualification therefor, of Board
      committees; and policies relating to director tenure and
  retirement.
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|4. | Develop and recommend to the Board procedures for the
      performance evaluation of the Board and its committees.                                                                                                                                                                               
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|5. | Review the corporate governance principles of the Company
      and recommend to the Board any proposed changes it may deem
      appropriate.                                                                                                                                                    
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|6. | Review and assess the adequacy of this Charter, and
      recommend any amendments it deems appropriate.                                                                                                                                                                                          
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|7. | Perform such other activities consistent with this
      Charter as the Committee deems necessary or
appropriate.                                                                                                                                                                                 

Committee Reports

The Committee shall:

|1. | Report to the Board on a regular basis on the activities
      of the Committee and make such recommendations with respect to the above
      matters as the Committee may deem necessary or appropriate.
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|2. | Annually assess the performance of the Committee with
      respect to the duties and responsibilities of the Committee as set forth
      in this Charter.                                              

Resources and Authority of the Committee

The Committee shall have the resources and funding necessary or
appropriate for the Committee to discharge its duties and responsibilities as
set forth in this Charter and as required by law or regulation. The Committee
shall have the authority to retain and terminate any search firm to be used to
identify director candidates and shall have the authority to approve the search
firms fees and other retention terms. The Committee shall also have the
authority to retain, discharge and approve fees and other terms for advice and
assistance from legal counsel and other independent experts or advisors. The
Committee may request any officer, director or employee of the Company or the
Companys outside search firm, consultants or advisors to attend a Committee
meeting or meet with any Committee members.

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