<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
ALEXION PHARMACEUTICALS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
ALEXION PHARMACEUTICALS, INC.
25 SCIENCE PARK
NEW HAVEN, CONNECTICUT 06511
(203) 776-1790
January 11, 2000
Dear Fellow Stockholder:
You are cordially invited to attend the Company's Annual Meeting of
Stockholders to be held at 10:00 a.m., on Thursday February 17, 2000, at the
Park Avenue Room at the Hotel Inter-Continental, 111 East 48th Street, New York,
New York 10017.
This year, you are being asked to elect eight directors to the Company's
Board of Directors, constituting the entire Board of Directors and ratify the
appointment of our independent public accountants. In addition, I will be
pleased to report on the affairs of the Company and a discussion period will be
provided for questions and comments of general interest to stockholders.
We look forward to greeting personally those stockholders who are able to be
present at the meeting; however, whether or not you plan to be with us at the
meeting, it is important that your shares be represented. Accordingly, you are
requested to sign and date the enclosed proxy and mail it in the envelope
provided at your earliest convenience.
Thank you for your cooperation.
Very truly yours,
/s/ Leonard Bell, M.D.
Leonard Bell, M.D.
PRESIDENT, CHIEF EXECUTIVE OFFICER,
SECRETARY AND TREASURER
<PAGE>
ALEXION PHARMACEUTICALS, INC.
NEW HAVEN, CONNECTICUT
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JANUARY 11, 2000
---------------------
Notice is hereby given that the Annual Meeting of Stockholders of Alexion
Pharmaceuticals, Inc. will be held on Thursday, February 17, 2000, at
10:00 a.m., at the Park Avenue Room at the Hotel Inter-Continental, 111 East
48th Street, New York, New York 10017 for the following purposes:
(1) To elect eight directors to serve for the ensuing year;
(2) To ratify the appointment of Arthur Andersen LLP as the independent
public accountants for the Company; and
(3) To transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.
Stockholders of record at the close of business on January 5, 2000 will be
entitled to notice of and to vote at the Annual Meeting or any adjournment
thereof.
All stockholders are cordially invited to attend the Annual Meeting in
person. Stockholders who are unable to attend the Annual Meeting in person are
requested to complete and date the enclosed form of proxy and return it promptly
in the envelope provided. No postage is required if mailed in the United States.
Stockholders who attend the Annual Meeting may revoke their proxy and vote their
shares in person.
Leonard Bell, M.D.
SECRETARY
<PAGE>
ALEXION PHARMACEUTICALS, INC.
25 SCIENCE PARK
NEW HAVEN, CONNECTICUT 06511
------------------------
PROXY STATEMENT
---------------------
GENERAL INFORMATION
PROXY SOLICITATION
This Proxy Statement is furnished to the holders of Common Stock, par value
$.0001 per share (the "Common Stock"), of Alexion Pharmaceuticals, Inc. (the
"Company") in connection with the solicitation by the Board of Directors of the
Company of proxies for use at the Annual Meeting of Stockholders to be held on
Thursday, February 17, 2000, at 10:00 a.m., at the Park Avenue Room at the Hotel
Inter-Continental, 111 East 48th Street, New York, New York 10017 or at any
adjournment thereof, pursuant to the accompanying Notice of Annual Meeting of
Stockholders. The purposes of the meeting and the matters to be acted upon are
set forth in the accompanying Notice of Annual Meeting of Stockholders. The
Board of Directors is not currently aware of any other matters which will come
before the meeting.
Proxies will be mailed to stockholders on or about January 12, 2000 and will
be solicited chiefly by mail. The Company will make arrangements with brokerage
houses and other custodians, nominees and fiduciaries to send proxies and proxy
materials to the beneficial owners of the shares and will reimburse them for
their expenses in so doing. Should it appear desirable to do so in order to
ensure adequate representation of shares at the meeting, officers, agents and
employees of the Company may communicate with stockholders, banks, brokerage
houses and others by telephone, facsimile or in person to request that proxies
be furnished. All expenses incurred in connection with this solicitation will be
borne by the Company. The Company has no present plans to hire special employees
or paid solicitors to assist in obtaining proxies, but reserves the option of
doing so if it should appear that a quorum otherwise might not be obtained.
REVOCABILITY AND VOTING OF PROXY
A form of proxy for use at the Annual Meeting of Stockholders and a return
envelope for the proxy are enclosed. Stockholders may revoke the authority
granted by their execution of proxies at any time before their effective
exercise by filing with the Secretary of the Company a written notice of
revocation or a duly executed proxy bearing a later date, or by voting in person
at the meeting. Shares of the Company's Common Stock represented by executed and
unrevoked proxies will be voted in accordance with the choice or instructions
specified thereon. If no specifications are given, the proxies intend to vote
the shares represented thereby for all listed nominees for director, appointment
of Arthur Andersen LLP as the independent public accountants for the company,
and in accordance with their best judgment on any other matters which may
properly come before the meeting.
RECORD DATE AND VOTING RIGHTS
Only stockholders of record at the close of business on January 5, 2000 are
entitled to notice of and to vote at the Annual Meeting or any and all
adjournments thereof. On January 5, 2000 there were 14,849,121 shares of Common
Stock outstanding; each such share is entitled to one vote on each of the
matters to be
<PAGE>
presented at the Annual Meeting. The holders of a majority of the outstanding
shares of Common Stock, present in person or by proxy and entitled to vote, will
constitute a quorum at the Annual Meeting. Abstentions and broker non-votes will
be counted for purposes of determining the presence or absence of a quorum.
"Broker non-votes" are shares held by brokers or nominees which are present in
person or represented by proxy, but which are not voted on a particular matter
because instructions have not been received from the beneficial owner. Under
applicable Delaware law, the effect of broker non-votes on a particular matter
depends on whether the matter is one as to which the broker or nominee has
discretionary voting authority under the applicable rule of the New York Stock
Exchange. The effect of broker non-votes on the specific items to be brought
before the Annual Meeting is discussed under each item.
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth certain information as of December 10, 1999
(except as otherwise noted in the footnotes) regarding the beneficial ownership
(as defined by the Securities and Exchange Commission (the "SEC")) of the
Company's Common Stock of: (i) each person known by the Company to own
beneficially more than five percent of the Company's outstanding Common Stock;
(ii) each director; (iii) each executive officer named in the Summary
Compensation Table (see "Proposal No. 1--Election of Directors--Executive
Compensation"); and (iv) all directors and executive officers of the Company as
a group. Except as otherwise specified, the named beneficial owner has the sole
voting and investment power over the shares listed.
<TABLE>
<CAPTION>
PERCENTAGE OF
NUMBER OF SHARES OUTSTANDING
NAME AND ADDRESS BENEFICIALLY SHARES OF
OF BENEFICIAL OWNER(1) OWNED(2) COMMON STOCK
- ---------------------- ---------------- -------------
<S> <C> <C>
BB Biotech AG Vordergrasse 3
8200 Schaffhausen
CH/Switzerland(3)......................................... 1,824,113 12.4%
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, NY 10154(4)..................................... 1,615,000 11.0%
T. Rowe Price Associates
100 East Pratt Street
Baltimore, MD 21205(5).................................... 845,000 5.7%
The Kaufmann Fund, Inc.
140 E. 45(th) Street, 43(rd) floor
New York, NY 10017(6)..................................... 837,300 5.7%
Zesiger Capital
320 Park Avenue, 30(th) floor
New York, NY 10022(7)..................................... 821,000 5.6%
OrbiMed Advisors, Inc.
41 Madison Avenue, 40(th) floor
New York, NY 10010(8)..................................... 750,500 5.1%
Leonard Bell, M.D.(9)....................................... 583,850 3.8%
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
PERCENTAGE OF
NUMBER OF SHARES OUTSTANDING
NAME AND ADDRESS BENEFICIALLY SHARES OF
OF BENEFICIAL OWNER(1) OWNED(2) COMMON STOCK
- ---------------------- ---------------- -------------
<S> <C> <C>
Stephen P. Squinto, Ph.D.(10)............................... 180,450 1.2%
David W. Keiser(11)......................................... 167,300 1.1%
Louis A. Matis, M.D.(12).................................... 147,900 1.0%
Eileen M. More(13).......................................... 116,113 *
John H. Fried, Ph.D.(14).................................... 92,336 *
James A. Wilkins, Ph.D.(15)................................. 60,000 *
Joseph Madri, Ph.D., M.D.(16)............................... 58,800 *
Max Link, Ph.D.(17)......................................... 26,823 *
Leonard Marks, Jr., Ph.D.(18)............................... 17,300 *
Jerry T. Jackson(19)........................................ 0 *
R. Douglas Norby(20)........................................ 0 *
Alvin S. Parven(21)......................................... 0 *
All Directors and Executive Officers as a group
(15 persons)(22).......................................... 1,515,422 9.6%
</TABLE>
- ------------------------
* Less than one percent.
(1) Unless otherwise indicated, the address of all persons is 25 Science Park,
Suite 360, New Haven, Connecticut 06511.
(2) To the Company's knowledge, except as set forth below, the persons named in
the table have sole voting and investment power with respect to all shares
of Common Stock shown as beneficially owned by them, subject to community
property laws where applicable and the information contained in the
footnotes in this table.
(3) This figure is based upon information set forth in Amendment No. 3 to
Schedule 13D dated May 27, 1998, filed jointly by BB Biotech AG and Biotech
Target, S.A. Biotech Target, S.A., a Panamanian corporation, is a
wholly-owned subsidiary of BB Biotech AG. BB Biotech AG is a holding
company incorporated in Switzerland. BB Biotech AG disclosed that it may be
deemed to share with Biotech Target, S.A. the voting and dispositive power
with respect to these shares.
(4) This figure is based upon information set forth in Schedule 13G dated
December 10, 1999. Scudder disclosed that it has shared voting power with
respect to 154,000 shares. Scudder disclaims beneficial ownership of the
shares held by it.
(5) This figure is based upon information set forth in Schedule 13G dated
February 5, 1999. T. Rowe Price Associates disclosed that T. Rowe Price New
Horizon Fund, Inc. has sole voting power with respect to these shares.
(6) This figure is based upon information set forth in Schedule 13G dated
August 20, 1999.
(7) This figure is based upon information set forth in Schedule 13G dated
January 21, 1999.
(8) This figure is based upon information set forth in Schedule 13G dated
March 25, 1999. OrbiMed Advisors, Inc. disclosed that it shares with
several entities voting dispositive power with respect to these shares.
(9) Includes 423,750 shares of Common Stock that may be acquired upon the
exercise of options within 60 days of December 10, 1999 and 300 shares, in
aggregate, held in the names of Dr. Bell's three minor children. Excludes
161,250 shares obtainable through the exercise of options, granted to
Dr. Bell, which are not exercisable within 60 days of December 10, 1999 and
90,000 shares held in trust for Dr. Bell's children of which Dr. Bell
disclaims beneficial ownership. Dr. Bell disclaims beneficial ownership of
the shares held in the name of his minor children.
(10) Includes 123,750 shares of Common Stock which may be acquired upon the
exercise of options within 60 days of December 10, 1999 and 6,200 shares,
in aggregate, held in the names of Dr. Squinto's two minor children of
which 6,000 shares are in two trusts managed by his wife. Excludes 58,750
shares obtainable through the exercise of options, granted to
Dr. Squinto, which are not exercisable within 60 days of December 10,
1999. Dr. Squinto disclaims beneficial ownership of the shares held in the
name of his minor children and the foregoing trusts.
(11) Includes 125,000 shares of Common Stock which may be acquired upon the
exercise of options within 60 days of December 10, 1999 and 300 shares, in
aggregate, held in the names of Mr. Keiser's three minor children.
Excludes 72,500 shares obtainable through the exercise of options, granted
to Mr. Keiser, which are not exercisable within 60 days of December 10,
1999. Mr. Keiser disclaims beneficial ownership of the shares held in the
name of his minor children.
(12) Includes 133,750 shares of Common Stock which may be acquired upon the
exercise of options granted to Dr. Matis within 60 days of December 10,
1999 and 150 shares, in aggregate, held in the names of Dr. Matis's three
minor children. Excludes
3
<PAGE>
58,750 shares obtainable through the exercise of options, granted to
Dr. Matis, which are not exercisable within 60 days of December 10, 1999.
Dr. Matis disclaims beneficial ownership of the shares held in the name of
his minor children.
(13) Includes 28,800 shares of Common Stock which may be acquired upon the
exercise of options within 60 days of December 10, 1999 granted to Eileen
More. Also includes 76,406 shares owned by Oak Investment V Partners and
10,097 shares owned by Oak Investment V affiliates, two affiliated limited
partnerships. Ms. More is a general partner of these entities. Excludes
2,000 shares obtainable through the exercise of options, granted to
Ms. More which are not exercisable within 60 days of December 10, 1999.
(14) Includes 16,300 shares of our Common Stock which may be acquired on the
exercise of options that are exercisable within 60 days of December 10,
1999. Excludes 2,000 shares obtainable through the exercise of options
granted to Dr. Fried, which are not exercisable within 60 days of
December 10, 1999.
(15) Excludes 45,000 shares obtainable through the exercise of options granted
to Dr. Wilkins, which are not exercisable within 60 days of December 10,
1999.
(16) Includes 13,800 shares of Common Stock which may be acquired upon the
exercise of options within 60 days of December 10, 1999. Excludes 2,000
shares obtainable through the exercise of options, granted to Dr. Madri,
which are not exercisable within 60 days of December 10, 1999.
(17) Includes 1,500 shares of Common Stock which may be acquired upon the
exercise of options within 60 days of December 10, 1999. Excludes 2,000
shares obtainable through the exercise of options granted to Dr. Link,
which are not exercisable within 60 days of December 10, 1999.
(18) Includes 16,300 shares of Common Stock, which may be acquired upon the
exercise of options within 60 days of December 10, 1999. Excludes 2,000
shares obtainable through the exercise of options, granted to Dr. Marks,
which are not exercisable within 60 days of December 10, 1999.
(19) Excludes 7,500 shares obtainable through the exercise of options granted
to Mr. Jackson, which are not exercisable within 60 days of December 10,
1999.
(20) Excludes 7,500 shares obtainable through the exercise of options granted
to Mr. Norby, which are not exercisable within 60 days of December 10,
1999.
(21) Excludes 7,500 shares obtainable through the exercise of options granted
to Mr. Parven, which are not exercisable within 60 days of December 10,
1999.
(22) Consists of shares beneficially owned by Drs. Bell, Fried, Link, Madri,
Marks, Matis, Squinto and Wilkins, Ms. More, Messrs. Jackson, Keiser,
Norby and Parven, and certain other officers. Includes 1,007,500 shares of
Common Stock, which may be acquired upon the exercise of options within
60 days of December 10, 1999.
PROPOSAL NO. 1--ELECTION OF DIRECTORS
Eight directors (constituting the entire Board) are to be elected at the
Annual Meeting. Unless otherwise specified, the enclosed proxy will be voted in
favor of the persons named below to serve until the next annual meeting of
stockholders and until their successors shall have been duly elected and shall
qualify. In the event any of these nominees shall be unable to serve as a
director, the shares represented by the proxy will be voted for the person, if
any, who is designated by the Board of Directors to replace the nominee. All
nominees have consented to be named and have indicated their intent to serve if
elected. The Board of Directors has no reason to believe that any of the
nominees will be unable to serve or that any vacancy on the Board of Directors
will occur.
4
<PAGE>
The nominees, their ages, the year in which each first became a director and
their principal occupations or employment during the past five years are:
<TABLE>
<CAPTION>
YEAR FIRST
BECAME PRINCIPAL OCCUPATION DURING
DIRECTOR AGE DIRECTOR THE PAST FIVE YEARS
- -------- -------- ---------- ----------------------------------------------
<S> <C> <C> <C>
John H. Fried, Ph.D.................. 70 1992 Chairman of the Board of Directors of the
Company since April 1992; President of Fried &
Co., Inc. since 1992; Chairman of the Board of
Corvas International Inc. from 1997 to 1999;
Vice Chairman of Syntex Corp. from 1985 to
January 1993 and President of the Syntex
Research Division from 1976 to 1992.(1)(2)(3)
Leonard Bell, M.D.................... 41 1992 President, Chief Executive Officer, Secretary,
Treasurer and director of the Company since
January 1992; Assistant Professor of Medicine
and Pathology and Co-Director of the Program
in Vascular Biology at the Yale University
School of Medicine from 1991 to 1992;
Attending Physician at the Yale-New Haven
Hospital and Assistant Professor of the
Department of Internal Medicine at the Yale
University School of Medicine from 1990
through 1992.(3)
Jerry T. Jackson..................... 58 1999 Retired since 1995; Executive Vice President
of Merck from 1993 to 1995; serves as director
of Cor Therapeutics, Inc., Molecular
Biosystems, Inc., and Crescendo
Pharmaceuticals Corporation.(2)
Max Link, Ph.D....................... 59 1992 Retired; Chief Executive Officer of Corange
(Bermuda) from May 1993 to June 1994; Chairman
of the Board of Sandoz Pharma, Ltd. from 1992
to 1993 and Chief Executive Officer of Sandoz
Pharma, Ltd. from 1987 to 1992; serves as
director of Protein Design Labs, Inc., Cell
Therapeutics, Inc., Procept, Inc. and Human
Genome Sciences, Inc.(1)(2)(3)
Joseph A. Madri, Ph.D., M.D.......... 53 1992 Faculty Member of the Yale University School
of Medicine since 1980.
Leonard Marks, Jr., Ph.D............. 78 1992 Independent Corporate Director and Management
Consultant since 1985.(1)(2)
R. Douglas Norby..................... 64 1999 Executive Vice President and Chief Financial
Officer of LSI Logic Corporation since 1996;
serves as a director of LSI.(1)
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
YEAR FIRST
BECAME PRINCIPAL OCCUPATION DURING
DIRECTOR AGE DIRECTOR THE PAST FIVE YEARS
- -------- -------- ---------- ----------------------------------------------
<S> <C> <C> <C>
Alvin S. Parven...................... 59 1999 President of ASP Associates since 1997; Vice
President at various operating subsidiaries of
Aetna Insurance Corporation from 1987 to
1997.(2)
</TABLE>
- ------------------------
(1) Member of the Audit Committee of the Board of Directors.
(2) Member of the Compensation Committee of the Board of Directors.
(3) Member of the Nominating Committee of the Board of Directors.
In February 1993, the Board formed an Audit Committee, which was established
to review the internal accounting procedures of the Company and to consult with
and review the Company's independent public accountants and the services
provided by such independent public accountants. Drs. Fried, Link, and Marks,
and Mr. Norby are the current members of the Audit Committee. During the fiscal
year ended July 31, 1999, the Audit Committee held one meeting.
In February 1993, the Board formed a Compensation Committee, which was
established to review compensation practices, to recommend compensation for
executives and key employees, and to administer the Company's 1992 Stock Option
Plan. Drs. Fried and Link, and Messrs. Jackson and Parven are the current
members of the Compensation Committee. During the fiscal year ended July 31,
1999, the Compensation Committee held two meetings.
In June 1999, the Board formed a Nominating Committee, which was established
to review and recommend new directors to the Board. The nominating committee
will consider nominees recommended by security holders; such nominees should be
recommended in accordance with the procedures for submission of stockholder
proposals. Drs. Bell, Fried, and Link are the current members of the Nominating
Committee. During the fiscal year ended July 31, 1999, the Nominating Committee
held one meeting.
During the fiscal year ended July 31, 1999, the Board of Directors held five
meetings and acted by unanimous written consent in lieu of a meeting one time.
Each director attended at least 75% of the meetings of the Board of Directors
held when he or she was a director and of all committees of the Board on which
he or she served. Mr. Parven was appointed to the Board in May 1999.
Messrs. Jackson and Norby were appointed to the Board subsequent to July 31,
1999 in September 1999.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In March 1998, through its wholly-owned subsidiary Biotech Target, S.A., BB
Biotech, AG, a single institutional investor, purchased 670,000 shares of the
Company's Common Stock, in a private placement at $13.18 per share, aggregating
$8.8 million. At December 10, 1999, BB Biotech beneficially owned 1,824,113
shares of Common Stock, or approximately 12.4%, of the Company's outstanding
shares of common stock.
In September 1997, BB Biotech, through Biotech Target, purchased 400,000
shares of Series B Preferred Stock at $25.00 per share, convertible
automatically in six months, or at the election of the holder at any time after
the date of issuance, into 935,782 shares of common stock at $10.69 per share.
The conversion price represented a 3% premium to the closing bid of $10.38 on
the day of pricing. The Series B Preferred Stock paid a dividend of $2.25 per
share of Series B Preferred Stock on March 4, 1998. In March 1998, the Series B
Preferred Stock was converted to 935,782 shares of the Company's Common
6
<PAGE>
Stock, and the Company elected to pay the dividend on the preferred stock in
shares of common stock, aggregating 70,831 shares.
In June and October 1992, the Company entered into patent licensing
agreements with Oklahoma Medical Research Foundation ("OMRF") and Yale
University ("Yale"). The agreements provide that the Company will pay to these
institutions royalties based on sales of products incorporating technology
licensed thereunder and also license initiation fees, including annual minimum
royalties that increase in amount based on the status of product development and
the passage of time. Under policies of OMRF and Yale, the individual inventors
of patents are entitled to receive a percentage of the royalties and other
license fees received by the licensing institution. Some of the Company's
founders and scientific advisors are inventors under patent applications,
including Dr. Bell, one of the Company's director and President and Chief
Executive Officer, Dr. Madri, one of the Company's director, and Dr. Squinto,
Senior Vice President and Chief Technology Officer of the Company, and Scott A.
Rollins, Ph.D., Senior Director of Project Management and Drug Development with
respect to patent applications licensed from Yale and, therefore, entitled to
receive a portion of such royalties and other fees payable by the Company.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's executive officers
and directors, and persons who beneficially own more than ten percent of the
Company's Common Stock, to file initial reports of ownership and reports of
changes in ownership with the SEC. Executive officers, directors and greater
than ten percent beneficial owners are required by the SEC to furnish the
Company with copies of all Section 16(a) forms they file.
Based upon a review of the copies of such forms furnished to the Company and
written representations from the Company's executive officers and directors, the
Company believes that during fiscal 1999 all Section 16(a) filing requirements
applicable to its executive officers, directors and greater than ten percent
beneficial owners were complied with on a timely basis, except that each of Drs.
Fried, Link, Madri, Marks, Squinto and Wilkins, Ms. More, Nancy Motola, Ph.D.,
Vice President of Regulatory Affairs and Quality Assurance, Barry P. Luke, Vice
President of Finance and Administration, and Mr. Parven failed to file on a
timely basis a report required by Section 16(a) with respect to one transaction.
Each transaction has been subsequently reported.
VOTE REQUIRED
The eight nominees receiving the highest number of affirmative votes of the
shares present in person or represented by proxy and entitled to vote, a quorum
being present, shall be elected as directors. Only votes cast for a nominee will
be counted, except that the accompanying proxy will be voted for all nominees in
the absence of instruction to the contrary. Abstentions, broker non-votes and
instructions on the accompanying proxy card to withhold authority to vote for
one or more nominees will result in the respective nominees receiving fewer
votes. However, the number of votes otherwise received by the nominee will not
be reduced by such action.
THE BOARD OF DIRECTORS DEEMS "PROPOSAL NO. 1--ELECTION OF DIRECTORS" TO BE
IN THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE
"FOR" EACH NOMINEE.
7
<PAGE>
EXECUTIVE COMPENSATION
The following table shows all the cash compensation paid by the Company as
well as certain other compensation paid during the fiscal years indicated to the
Chief Executive Officer of the Company and each of the four other most highly
compensated executive officers of the Company for such period in all capacities
in which they served.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
---------------------------------- ------------------
FISCAL BASE OTHER OPTIONS
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION (NUMBER OF SHARES)
- --------------------------- -------- -------- -------- ------------ ------------------
<S> <C> <C> <C> <C> <C>
Leonard Bell, M.D. ................... 1999 $275,000 $70,000 $4,167(1) 40,000
President, Chief Executive Officer, 1998 250,000 50,000 3,873(1) 60,000
Secretary and Treasurer 1997 213,404 -- 1,983(1) 150,000
David W. Keiser ...................... 1999 $190,460 $50,000 $4,102(1) 22,500
Executive Vice President and Chief 1998 178,000 30,000 3,788(1) 25,000
Operating Officer 1997 157,642 29,000 1,892(1) 25,000
Louis A. Matis, M.D. ................. 1999 $180,500 $17,500 $4,800(1) 17,500
Sr. Vice-President and Chief 1998 165,000 30,000 2,400(1) 25,000
Scientific Officer 1997 138,423 25,000 -- 22,500
Stephen P. Squinto, Ph.D. ............ 1999 $180,500 $25,000 -- 17,500
Sr. Vice-President and Chief 1998 165,000 30,000 -- 25,000
Technical Officer 1997 148,460 25,000 -- 22,500
James A. Wilkins, Ph.D. .............. 1999 $136,000 $20,000 $4,215(1) 17,500
Vice-President Process Sciences and 1998 120,000 25,000 3,600(1) 20,000
Manufacturing 1997 113,500 20,000 1,703(1) 12,500
</TABLE>
- ------------------------
(1) Represents the Company's matching contribution pursuant to its 401(k)
defined contribution plan.
8
<PAGE>
The following table sets forth information with respect to option grants in
fiscal year 1999 to the persons named in the Summary Compensation Table.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZED
VALUE AT ASSUMED
NUMBER OF % OF TOTAL ANNUAL RATES OF STOCK
SECURITIES OPTIONS EXERCISE MARKET PRICE APPRECIATION FOR
UNDERLYING GRANTED TO OR PRICE ON OPTION TERM(3)
OPTIONS EMPLOYEES IN BASE PRICE DATE OF EXPIRATION -----------------------
NAME GRANTED(#)(1) FISCAL YEAR(2) ($/SH) GRANT DATE 5% ($) 10% ($)
- ---- ------------- -------------- ---------- -------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Leonard Bell, M.D........... 40,000(4) 5.5 $9.50 $9.50 07/27/09 $238,980 $605,622
David W. Keiser............. 22,500 3.1 9.50 9.50 07/27/09 134,426 340,662
Louis A. Matis, M.D......... 17,500 2.4 9.50 9.50 07/27/09 104,554 264,960
Stephen P. Squinto, Ph.D.... 17,500 2.4 9.50 9.50 07/27/09 104,554 264,960
James A. Wilkins, Ph.D...... 17,500 2.4 9.50 9.50 07/27/09 104,554 264,960
</TABLE>
- ------------------------------
(1) Options vest in four equal annual installments commencing on the
anniversary date of the grant unless otherwise indicated.
(2) Based upon options to purchase 494,000 shares granted to all employees
during fiscal year 1999.
(3) The 5% and 10% assumed rates of appreciation are specified by the rules of
the Securities and Exchange Commission and do not represent the Company's
estimate or projection of the future Common Stock price. There can be no
assurance that any of the values reflected in the table will be achieved.
(4) These options vest in three equal annual installments commencing on the
anniversary date of the grant.
The following table sets forth information with respect to (i) stock options
exercised in fiscal year 1999 by the persons named in the Summary Compensation
Table and (ii) unexercised stock options held by such individuals at July 31,
1999.
AGGREGATED OPTION EXERCISES
IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED,
OPTIONS HELD AT IN-THE-MONEY OPTIONS AT
SHARES VALUE FISCAL YEAR END FISCAL YEAR END ($)(1)
ACQUIRED ON REALIZED --------------------------- ---------------------------
NAME EXERCISE (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ------------ --------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Leonard Bell, M.D......... 0 0 423,750 161,250 $1,618,594 $196,969
David W. Keiser........... 0 0 125,000 72,500 572,656 100,125
Louis A. Matis, M.D....... 0 0 133,750 58,750 681,250 45,313
Stephen P. Squinto,
Ph.D.................... 0 0 123,750 58,750 601,250 45,313
James A. Wilkins, Ph.D.... 0 0 60,000 45,000 253,906 38,281
</TABLE>
- ------------------------------
(1) Based on the average of the high and low sale price of the Common Stock on
July 31, 1999 of $10.375.
9
<PAGE>
EMPLOYMENT AGREEMENTS
Dr. Leonard Bell, President, Chief Executive Officer, Secretary and
Treasurer of the Company, has a three-year employment agreement with the Company
which expires April 1, 2000. The agreement provides that Dr. Bell will be
employed as the President and Chief Executive Officer of the Company and that
the Company will use its best efforts to cause Dr. Bell to be elected to the
Board of Directors for the term of the agreement. Dr. Bell currently receives an
annual base salary of $283,000. The contract provides that if (i) Dr. Bell is
dismissed for any reason other than cause (as defined in the employment
agreement) or (ii) Dr. Bell terminates the employment agreement for certain
reasons including (a) certain changes in control of the Company,
(b) Dr. Bell's loss of any material duties or authority, (c) if the Chief
Executive Officer is not the highest ranking officer of the Company, (d) an
uncured material breach of the employment agreement by the Company and (e) the
retention of any senior executive officer by the Company or an offer to pay
compensation to any senior executive of the Company that in either case is
unacceptable to Dr. Bell, in his reasonable judgment, then Dr. Bell shall be
entitled to receive a lump sum cash payment equal to Dr. Bell's annual salary
then in effect multiplied by the number of years remaining in the term of the
employment agreement. In addition, upon such termination, all stock options and
stock awards vest and become immediately exercisable and remain exercisable
through their original terms. If, upon the termination of the employment
agreement on April 1, 2000, Dr. Bell shall cease to be employed by the Company
in the capacity of Chief Executive Officer by reason of the Company's decision
not to continue to employ Dr. Bell as Chief Executive Officer at least on terms
substantially similar to those set forth in the existing employment agreement,
then Dr. Bell will be entitled to a severance payment equal to his annual salary
during the final year of such employment agreement.
Mr. David W. Keiser, Executive Vice-President and Chief Operating Officer,
has a three-year employment agreement with the Company which commenced in
July 1997. Mr. Keiser currently receives an annual base salary of $205,697.
Dr. Stephen P. Squinto, Senior Vice-President and Chief Technical Officer,
has a five-year employment agreement with the Company which commenced in
March 1997. Dr. Squinto currently receives an annual base salary of $187,720.
Dr. Louis A. Matis, Senior Vice President and Chief Scientific Officer, has
a five-year employment agreement with the Company which commenced in
August 1997. Dr. Matis currently receives an annual base salary of $187,720.
Under the employment agreements for each of Mr. Keiser and Drs. Squinto and
Matis, if any of them, respectively, is dismissed for any reason other than
cause (as defined in the employment agreement), death or disability, or if any
of them, respectively, terminates the employment agreement because of an uncured
material breach thereof by the Company, he shall be entitled to receive a lump
sum cash payment equal to the greater of (a) the annual salary for the remainder
of the then current year of employment and (b) six months salary at the annual
rate for the then current year of employment. In addition, upon such
termination, all stock options shall accelerate vesting such that the number of
such options vested on the day of termination shall be equal to the number of
such options vested if the executive were to have been continuously employed by
the Company until the date twelve months after the date of termination.
All the Company's employment agreements require acknowledgment of the
Company's possession of information created, discovered or developed by the
employee/executive and applicable to the business of the Company and any client,
customer or strategic partner of the Company. Each employee/executive also
10
<PAGE>
agreed to assign all rights he may have or acquire in proprietary information
and to keep such proprietary information confidential and also agreed to certain
covenants not to compete with the Company.
COMPENSATION OF DIRECTORS
Directors may be granted options to purchase Common Stock under the 1992
Stock Option Plan and the 1992 Stock Option Plan for Outside Directors. All
non-employees, non-Chairman members of the Board are entitled, with 75%
attendance at Board meetings, to receive an annual accrued stipend of up to
$8,000. The Chairman of the Board is entitled, with 75% attendance at Board
meetings, to receive an annual accrued stipend of up to $25,000. Per meeting
fees are paid in the amounts of $1,500 and $750 to the Chairman of the Board and
non-employee members of the Board, respectively. These per meeting fees are
deducted from the maximum annual accrued stipends, which are to be paid in
October of the following year. Each of Drs. Fried, Madri, Marks, and Link, and
Ms. More all attended at least 75% of the meetings of the Company's Board and
received their full annual stipend.
The Company's 1992 Stock Option Plan for Outside Directors (the "Directors'
Option Plan") was adopted by the Board of Directors in August 1992 and approved
by its stockholders in September 1992. The Directors' Option Plan was amended in
November 1995. The Directors' Option Plan provides for the automatic grant of
options to purchase shares of Common Stock to directors of the Company who are
not officers, nor employees, nor consultants of the Company or any of its
subsidiaries (other than the Chairman of the Board of Directors of the Company
who shall be eligible) ("Outside Directors"). Subject to the provisions of the
Directors' Option Plan, the Board has the power and authority to interpret the
Directors' Option Plan, to prescribe, amend and rescind rules and regulations
relating to the Directors' Option Plan and to make all other determinations
deemed necessary or advisable for the administration of the Directors' Option
Plan. No participant may participate in any determination of the Board
concerning options granted to such participant under the Directors' Option Plan.
Under the Directors' Option Plan, each Outside Director receives an option
to purchase 7,500 shares of Common Stock on the date of his or her election to
the Board. In addition, on the date of the Annual Meeting and on the date of
each subsequent annual meeting of stockholders at which a director is reelected,
such director, if he or she is still an Outside Director on such date and has
attended, either in person or by telephone, at least seventy-five percent (75%)
of the meetings of the Board of Directors that were held while he or she was a
director since the prior annual meeting of stockholders, will be granted an
option to purchase an additional 2,000 shares of the Company's Common Stock. All
options granted under the Directors' Option Plan will have an exercise price
equal to the fair market value on the date of grant. Options granted under the
Directors' Option Plan vest in three equal annual installments beginning on the
anniversary of the date of grant.
COMPENSATION COMMITTEE REPORT TO STOCKHOLDERS
The report of the Compensation Committee shall not be deemed incorporated by
reference by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act of 1933, as amended (the
"Securities Act") or under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), except to the extent that the Company specifically incorporates
this information by reference, and shall not otherwise be deemed filed under
such Acts.
The Compensation Committee is currently comprised of four directors. As
members of the Compensation Committee, it is our responsibility to determine the
most effective total executive compensation
11
<PAGE>
strategy based on the Company's business and consistent with stockholders'
interests. Our specific duties entail reviewing the Company's compensation
practices, recommending compensation for executives and key employees, the
making of recommendations to the Board of Directors with respect to major
compensation and benefit programs, and administering the Company's stock option
plans.
COMPENSATION PHILOSOPHY
The Company's overall compensation philosophy is to offer competitive
salaries, cash incentives, stock options and benefit plans consistent with the
Company's financial position. Rewarding capable employees who contribute to the
continued success of the Company plus equity participation and a strong
alignment to stockholder's interests are key elements of the Company's
compensation policy. One of the Company's strengths contributing to its success
is the strong management team--many of whom have been with the Company for a
significant period of time. The Company's executive compensation policy is to
attract and retain key executives necessary for the Company's short and
long-term success by establishing a direct link between executive compensation
and the performance of the Company by rewarding individual initiative and the
achievement of annual corporate goals through salary and cash bonus awards; and
by providing equity awards based upon present and expected future performance to
allow executives to participate in maximizing shareholder value.
In awarding salary increases and bonuses, the Compensation Committee did not
relate the various elements of corporate performance to each element of
executive compensation. Rather, the Compensation Committee considered whether
the compensation package as a whole adequately compensated each executive for
the Company's performance during the past year and executive's contribution to
such performance.
Under the Omnibus Budget Reconciliation Act ("OBRA") which was enacted in
1993, publicly held companies may be prohibited from deducting as an expense for
federal income tax purposes total remuneration in excess of $1 million paid to
certain executive officers in a single year. However, OBRA provides an exception
for "performance based" remuneration, including stock options. The Company
expects to keep "nonperformance based" remuneration within the $1 million limit
in order that all executive compensation will be fully deductible. Nevertheless,
although the Compensation Committee considers the net cost to the Company in
making all compensation decisions (including, for this purpose, the potential
limitation on deductibility of executive compensation), there is no assurance
that compensation realized with respect to any particular award will qualify as
"performance based" remuneration.
BASE SALARY
Base salary represents the fixed component of the executive compensation
program. The Company's philosophy regarding base salaries is conservative,
maintaining salaries at approximately competitive industry average.
Determinations of base salary levels are established on an annual review of
marketplace competitiveness with similar biopharmaceutical companies and on
internal relationships. Periodic increases in base salary relate to individual
contributions to the Company's overall performance, relative marketplace
competitiveness levels, length of service and the industry's annual competitive
pay practice movement. No specific performance targets were established for
fiscal year 1998, which was the base year for determining the salary increases
awarded during fiscal year 1999. In determining appropriate levels of base
salary, the Compensation Committee relied in part on several biopharmaceutical
industry compensation surveys.
12
<PAGE>
BONUS
Bonuses represent the variable component of the executive compensation
program that is tied to the Company's performance and individual achievement.
The Company's policy is to base a significant portion of its senior executives'
cash compensation on bonus. In determining bonuses, the Compensation Committee
considers factors such as relative performance of the Company during the year
and the individual's contribution to the Company's performance.
STOCK OPTIONS
The Compensation Committee, which administers the Company's stock option
plans, believes that one important goal of the executive compensation program
should be to provide executives, key employees and consultants--who have
significant responsibility for the management, growth and future success of the
Company--with an opportunity to increase their ownership and potentially gain
financially from the Company's stock price increases. This approach ensures that
the best interests of the stockholders, executives and employees will be closely
aligned. Therefore, executive officers and other key employees of the Company
are granted stock options from time to time, giving them a right to purchase
shares of the Company's Common Stock at a specified price in the future. The
grant of options is based primarily on an employee's potential contribution to
the Company's growth and financial results. In determining the size of option
grants, the Compensation Committee considers the number of options owned by such
employee, the number of options previously granted and currently outstanding,
and the aggregate size of the current option grants. Options generally are
granted at the prevailing market value of the Company's Common Stock and will
only have value if the Company's stock price increases. Generally, grants of
options vest in equal amounts over four years and the individual must be
employed by the Company for such options to vest.
1999 COMPENSATION TO CHIEF EXECUTIVE OFFICER
In reviewing and recommending Dr. Bell's salary and bonus and in awarding
him stock options for fiscal year 1999 and for his future services, the
Compensation Committee followed its compensation philosophy. Dr. Bell's annual
salary was increased to $283,000 in August 1999. For the 1999 fiscal year,
Dr. Bell did earn a $70,000 bonus, which was paid in August 1999. The
Compensation Committee recommended this salary and bonus in recognition of
Dr. Bell's achievements in entering into an exclusive collaboration with
Procter & Gamble, advancing the Company's research efforts, and advancing the
Company's clinical progress. In fiscal year 1999, Dr. Bell was granted options,
to purchase 40,000 shares of the Company's Common Stock at an exercise price of
$9.50, the fair market value on the date of grant, under the terms of the 1992
Stock Option Plan. The options will become exercisable in equal installments
over three years on the anniversary date of the date of grant. The Compensation
Committee recommended this option grant to secure the long-term services of the
Company's chief executive officer and to further align the chief executive
officer's compensation with stockholder interests.
COMPENSATION COMMITTEE
JOHN H. FRIED, PH.D., JERRY T. JACKSON,
MAX LINK, PH.D., AND ALVIN S. PARVEN
13
<PAGE>
THE COMPANY'S STOCK PERFORMANCE
The following Stock Price Performance Graph shall not be deemed incorporated
by reference by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act or under the Exchange Act,
except to the extent the Company specifically incorporates this information by
reference, and shall not otherwise be deemed filed under such Acts. The
following graph compares cumulative total return of the Company's Common Stock
with the cumulative total return of (i) the Nasdaq Stock Market-United States,
and (ii) the Hambrecht & Quist Biotechnology Index. The graph assumes (a) $100
was invested on February 28, 1996 in each of the Company's Common Stock, the
stocks comprising the NASDAQ Stock Market-United States and the stocks
comprising the Hambrecht & Quist Biotechnology Index, and (b) the reinvestment
of dividends.
STOCK PERFORMANCE GRAPH
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
DOLLARS ALEXION PHARMACEUTICALS, INC. NASDAQ STOCK MARKET (U.S.) HAMBRECHT & QUIST BIOTECHNOLOGY
<S> <C> <C> <C>
2/96 100 100 100
7/96 73 98 89
1/97 147 125 103
7/97 127 144 101
1/98 161 148 97
7/98 117 170 108
1/99 164 231 162
7/99 126 243 200
10/99 162 270 212
</TABLE>
* $100 INVESTED ON 2/28/96 IN STOCK OR INDEX--INCLUDING REINVESTMENT OF
DIVIDENDS. FISCAL YEAR ENDING JULY 31.
<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN
-----------------------
3/96 7/96 1/97 7/97 1/98 7/98 1/99 7/99 10/99
-------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Alexion Pharmaceuticals,
Inc.......................... 100 73 147 127 161 117 164 126 162
Nasdaq Stock Market (U.S.)..... 100 98 125 164 148 170 231 243 270
Hambrecht & Quist Biotechnology
Index........................ 100 89 103 161 97 108 162 200 212
</TABLE>
14
<PAGE>
PROPOSAL NO. 2--RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The appointment of Arthur Andersen LLP as the independent public accountants
of the Company has been recommended by the Audit Committee of the Board. Arthur
Andersen LLP served as the independent public accountants to audit the Company's
consolidated financial statements for the fiscal year ended July 31, 1999.
Subject to stockholder approval, the Board of Directors has appointed Arthur
Andersen LLP as the Company's independent public accountants for fiscal year
2000. Representatives of Arthur Andersen LLP are expected to attend the fiscal
year 1999 Annual Meeting. They will have an opportunity to make a statement if
they desire to do so and will be available to respond to appropriate stockholder
questions
VOTE REQUIRED
The affirmative vote of the holders of a majority of the shares of Common
Stock of the Company present or represented and entitled to vote is required for
the ratification of the appointment of Arthur Andersen LLP as the independent
public accountants of the Company. Abstentions and broker non-votes have the
same legal effect as votes cast against this proposal.
THE BOARD OF DIRECTORS DEEMS PROPOSAL NO. 2 TO BE IN THE BEST INTEREST OF
THE COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE "FOR" APPROVAL THEREOF.
STOCKHOLDER PROPOSALS
All stockholder proposals which are intended to be presented at the 2000
Annual Meeting of Stockholders of the Company must be received by the Company no
later than September 8, 2000 for inclusion in the Board of Directors' proxy
statement and form of proxy relating to that meeting.
Stockholder proxies obtained by the Board of Directors in connection with
the 2000 Annual Meeting of Stockholders of the Company will confer on the
proxyholders discretionary authority to vote on any matters presented at the
meeting which were not included in the proxy statement, unless notice of the
matter to be presented at the meeting is provided to our corporate secretary no
later than November 22, 2000.
OTHER BUSINESS
The Board of Directors knows of no other business to be acted upon at the
Annual Meeting. However, if any other business properly comes before the Annual
Meeting, it is the intention of the persons named in the enclosed proxy to vote
on such matters in accordance with their best judgment.
15
<PAGE>
The prompt return of your proxy will be appreciated and helpful in obtaining
the necessary vote. Therefore, whether or not you expect to attend the Annual
Meeting, please sign the proxy and return it in the enclosed envelope.
By Order of the Board of Directors
/s/ Leonard Bell, M.D.
Leonard Bell, M.D.
SECRETARY
Dated: January 11, 2000
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10K/A WILL BE SENT
WITHOUT CHARGE TO ANY STOCKHOLDER REQUESTING IT IN WRITING FROM:
ALEXION PHARMACEUTICALS, INC., 25 SCIENCE PARK, NEW HAVEN, CONNECTICUT
06511, ATTENTION: PRESIDENT.
16
<PAGE>
ALEXION PHARMACEUTICALS, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 17, 2000
Leonard Bell, M.D. and David W. Keiser, and each of them, as the true and
lawful attorneys, agents and proxies of the undersigned, with full power of
substitution, are hereby authorized to represent and to vote all shares of
Common Stock of Alexion Pharmaceuticals, Inc. held of record by the undersigned
on January 5, 2000, at the Annual Meeting of Stockholders to be held at
10:00 a.m. on Thursday, February 17, 2000, at the Park Avenue Room at the Hotel
Inter-Continental, 111 East 48th Street, New York, New York 10017 and any
adjournment thereof. Any and all proxies heretofore given are hereby revoked.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED AS DESIGNATED BY THE
UNDERSIGNED. IF NO CHOICE IS SPECIFIED, THE PROXY WILL BE VOTED "FOR" EACH OF
THE NOMINEES FOR DIRECTOR LISTED BELOW AND IN FAVOR OF PROPOSAL NO. 2.
1. Proposal No. 1--Election of Directors--Nominees are:
John H. Fried, Leonard Bell, Jerry T. Jackson, Max Link, Joseph A. Madri,
Leonard Marks, Jr., R. Douglas Norby and Alvin S. Parven.
/ / For all listed nominees / / WITHHOLD AUTHORITY to
(except as marked to the contrary above) vote for the listed
nominees.
(INSTRUCTIONS. To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list above.)
2. Proposal No. 2--Ratification of Appointment of Arthur Andersen LLP as the
Independent Public Accountants for Alexion Pharmaceuticals, Inc.
/ / FOR / / AGAINST / / ABSTAIN
(CONTINUED ON REVERSE SIDE)
<PAGE>
Discretionary authority is hereby granted with respect to such other matters
as may properly come before the meeting.
IMPORTANT: PLEASE SIGN EXACTLY AS NAME APPEARS BELOW. EACH JOINT OWNER SHALL
SIGN. EXECUTORS, ADMINISTRATORS, TRUSTEES, ETC. SHOULD GIVE FULL TITLE AS SUCH.
IF SIGNOR IS A CORPORATION, PLEASE GIVE FULL CORPORATE NAME BY DULY AUTHORIZED
OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
DATED _____________________ , 2000
__________________________________
SIGNATURE
__________________________________
SIGNATURE IF HELD JOINTLY
THE ABOVE-SIGNED ACKNOWLEDGES
RECEIPT OF THE NOTICE OF ANNUAL
MEETING OF STOCKHOLDERS AND THE
PROXY STATEMENT FURNISHED
THEREWITH.
PLEASE SIGN, DATE AND RETURN THIS
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
