In order to comply with Delaware law and our certificate of incorporation and bylaws, the board of directors has resolved to fill the vacancy created by Dr. Thompson's retirement by moving Robert A. Fildes
into Class III upon Dr. Thompson's retirement.
Because Dr. Fildes
has served as a director for three years, the maximum term permitted by law, Dr. Fildes will stand for re-election this year for a one year term as a Class III director.After serving the one year term as a Class III director, Dr. Fildes, together with the other directors in the class at that time, is expected to stand for re-election for a three year term as a Class III director.
is nominated for election to Class III of the board of directors to serve a one year term ending at the 2005 annual meeting and until his
successor is elected and qualified.Our board of directors recommends that you vote FOR the following nominee. Robert A. Fildes, Ph.D., 65, has been a director since 1991.Since January 1998, Dr. Fildes has served as President of SB2, Inc., a privately held company that licenses antibody technology.From June to December 1998, Dr. Fildes served as Chief Executive Officer of Atlantic Pharmaceuticals, a publicly held company in the field of biotechnology.From 1993 until August 1997, Dr. Fildes was the Chairman and Chief Executive Officer of Scotgen Biopharmaceuticals, Inc., a privately held company in the field of human monoclonal antibody technology.From 1990 to 1993, Dr. Fildes was an independent consultant in the biopharmaceutical industry.He was the President and Chief Executive Officer of Cetus Corporation, a publicly held biotechnology company, from 1982 to 1990.From 1980 to 1982, Dr. Fildes was the President of Biogen, Inc., a publicly held biopharmaceutical company, and from 1975 to 1980, he was the Vice President of Operations for the Industrial Division of Bristol-Myers Squibb Company.From April 2002 to April 2003, Dr. Fildes was a director of Polymerat Pty.
Ltd. (now Bio-Layer Pty.Ltd.), a privately held company that develops surfaces for carrying out biological reactions.Dr. Fildes is currently a director of Cytovax Biotechnologies, Inc., a publicly held company that develops and commercializes vaccines and therapeutic products for the prevention and treatment of infectious diseases.Dr. Fildes holds a D.C.C. degree in Microbial Biochemistry and a Ph.D. in Biochemical Genetics from the University of London.
..., ROBERT A. FILDES