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PROXY–Maxim Pharmaceuticals Inc.

axim Pharmaceuticals, Inc. develops drugs, therapies and vaccines for cancer, infectious diseases and topical disorders.

Value

Total number of shares outstanding as of Feb. 15, 2000 12,600,000

Price of each share of common stock on Feb. 15, 2000 $59.3125

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Aggregate market value as of Feb. 15, 2000 $747,337,500.00

Performance Record

For year ended Sept. 30, in thousands, except per-share data

1999 1998 1997

Net income (loss) $36,638 $20,147 $5,353

Net income (loss) per share $(3.94) $(2.37) $(1.03)

Total assets $47,004 $24,515 $42,022

Directors

F. Duwaine Townsen, 66, served as director since 1993. Since 1983, he served as managing partner of Ventana Growth Funds.

Theodor H. Heinrichs, 72, served as general partner of Hambrecht & Quist Life Science Venture from 1985 to 1997.

Per-Olof Martensson, 62, served as director from 1993 to 1995 and again beginning in 1996. Since 1998, and from 1991 to 1997, he served as president and CEO of Karo Bio AB, a pharmaceutical company. He is also a director of AB Elekta.

Larry G. Stambaugh, 52, served as chairman, president and CEO since 1993.

Colin B. Bier, 53, served as director since 1994. Since 1988, he has served as managing director of ABA BioResearch, bioregulatory affairs consulting firm. He is also a director of Boston Life Sciences, Inc. and NYMOX Pharmaceuticals Corp.

Gary E. Frashier, 63, served as director since 1999. From 1990 to 1998, he was CEO of OSI Pharmaceuticals, a drug discovery company.

Executive Compensation

Officers Cash Compensation

Larry Stambaugh, president and CEO $418,500

Kurt Gehlsen, vice president of development and chief technical officer $237,500

Dale Sander, vice president of finance, CFO and secretary $204,000

Geoffrey Altman, senior director of marketing and sales $160,000

Significant Stock Ownership

Number of shares Percent

Jan. 3, 2000

DWS Investment GmbH 1,000,000 7.39

DVG Deutsche Vermogensbildungsgesellschaft mbH 799,040 6.21

HealthCap KB 762,127 5.94

All directors and officers as a group (9 persons) 1,121,516 8.88

Other Information

Headquarters: 8899 University Center Lane, Suite 400, San Diego CA 92122; (858) 453-4040; fax (858) 453-5005; www.maxim.com

Auditors: KMPG LLP, San Diego

Information was compiled from the company’s annual and proxy reports.

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