MACROCHEM CORPORATION
110 HARTWELL AVENUE
LEXINGTON, MASSACHUSETTS 02421
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Notice of Annual Meeting of Stockholders
June 30, 2000
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The undersigned hereby appoints Alvin J. Karloff and Kenneth L. Rice, Jr.,
or either of them, with power of substitution to each, proxies to vote at the
Annual Meeting of Stockholders of MacroChem Corporation, to be held on June 30,
2000 at the offices of Ropes & Gray, One International Place, 36th Floor,
Boston, Massachusetts, at 10:00 a.m., local time, or at any adjournments
thereof, all of the shares of Common Stock, par value $.01 per share, of
MacroChem Corporation that the undersigned would be entitled to vote if
personally present. The undersigned instructs such proxies or their substitutes
to act on the following matters as specified by the undersigned, and to vote in
such manner as they may determine on any other matters that may properly come
before the meeting.
This proxy when properly executed will be voted in the manner directed by
the undersigned stockholder(s). If no contrary direction is made, this proxy
will be voted FOR the election of all nominees for director named on the
reverse, FOR the ratification of the selection of Deloitte & Touche LLP as
auditors for the fiscal year ending December 31, 2000 and in the discretion of
the named proxies as to any other matter that may properly come before the
meeting.
1. Election of Directors: FOR all nominees _____
AGAINST all nominees _____
The undersigned hereby GRANTS authority to elect the following nominees as
Directors. Instructions: To withhold authority to vote for any individual
nominee, draw a line through that nominee's name.
Nominees: Alvin J. Karloff
Peter G. Martin
Michael A. Davis
Robert J. DeLuccia
Paul S. Echenberg
Peter G. Savas
2. To ratify the appointment of Deloitte & Touche LLP, as independent auditors
for the Corporation for the fiscal year ending December 31, 2000.
FOR _____ AGAINST _____ ABSTAIN _____
3. To consider and act upon any other matters that may properly come before
the meeting or any adjournment thereof.
Please check box at right if you plan to attend meeting in person. _____
SIGNATURE
Title (if any)________________________________________________DATE_________
SIGNATURE
Title (if any)________________________________________________DATE_________
Note: Please sign exactly as name appears on this card. All joint owners
should sign. When signing as executor, attorney, administrator or guardian or
as custodian for a minor, please give full title as such. If a corporation,
please sign in full corporate name and indicate signer's office. If a
partnership, sign in the partnership name.
