Corporate Governance Guidelines

       The Board of Directors (the "Board") of Ironwood Pharmaceuticals, Inc. has adopted the Corporate Governance Guidelines (the "Guidelines") below to assist the Board in serving the best interests of the Company and its stockholders. The Guidelines are intended to be a framework for the conduct of the Board's business, and are not a set of legally binding obligations. These Guidelines may be modified by the Board from time to time upon recommendation of the Company's Governance and Nominating Committee.

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