MYRIAD GENETICS INC, DEF 14A, 1999-10-15

MYRIAD GENETICS INC
DEF 14A, 1999-10-15
COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH

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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

MYRIAD GENETICS, 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)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(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):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[_] 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:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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Notes:

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[MYRIAD LOGO APPEARS HERE]
MYRIAD GENETICS, INC.
October 15, 1999

Dear Stockholder,

You are cordially invited to attend the 1999 Annual Meeting of Stockholders
of Myriad Genetics, Inc. (the "Company") to be held at 9:00 a.m. on Wednesday,
November 10, 1999, at the offices of Myriad Genetics, Inc., 320 Wakara Way,
Salt Lake City, Utah.

At the Annual Meeting, three persons will be elected to the Board of
Directors. The Company will also seek Stockholder approval of an amendment to
the Company's 1992 Employee, Director and Consultant Stock Option Plan (as
amended through September 24, 1999) to increase the aggregate number of shares
of Common Stock authorized for issuance thereunder. In addition, the Company
will also ask the stockholders to ratify the selection of KPMG LLP as the
Company's independent public accountants. The Board of Directors recommends the
approval of each of these proposals. Such other business will be transacted as
may properly come before the Annual Meeting.

We hope you will be able to attend the Annual Meeting. Whether you plan to
attend the Annual Meeting or not, it is important that your shares are
represented. Therefore, you are urged promptly to complete, sign, date and
return the enclosed proxy card in accordance with the instructions set forth on
the card. This will ensure your proper representation at the Annual Meeting.

Sincerely,

/s/ Peter D. Meldrum

Peter D. Meldrum
President and Chief Executive Officer

YOUR VOTE IS IMPORTANT.
PLEASE RETURN YOUR PROXY CARD PROMPTLY.

<PAGE>

MYRIAD GENETICS, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be Held November 10, 1999

To the Stockholders of Myriad Genetics, Inc.

NOTICE IS HEREBY GIVEN that the Annual Meeting of Myriad Genetics, Inc., a
Delaware corporation (the "Company"), will be held on Wednesday, November 10,
1999, at the offices of Myriad Genetics, Inc., 320 Wakara Way, Salt Lake City,
Utah, at 9:00 a.m. for the following purposes:

1. To elect three members to the Board of Directors to serve for a term ending
in 2002.

2. To consider and act upon a proposal to amend the Company's 1992 Employee,
Director and Consultant Stock Option Plan (as amended through September 24,
1999) to increase by 1,000,000 shares the aggregate number of shares of
Common Stock authorized for issuance thereunder.

3. To consider and act upon a proposal to ratify the appointment of KPMG LLP
as the Company's independent public accountants for the fiscal year ending
June 30, 2000.

4. To transact such other business as may be properly brought before the
Annual Meeting and any adjournments thereof.

The Board of Directors has fixed the close of business on September 20,
1999 as the record date for the determination of Stockholders entitled to
notice of and to vote at the Annual Meeting and at any adjournments thereof.

All Stockholders are cordially invited to attend the Annual Meeting.
Whether you plan to attend the Annual Meeting or not, you are requested to
complete, sign, date and return the enclosed proxy card as soon as possible in
accordance with the instructions on the proxy card. A pre-addressed, postage
prepaid return envelope is enclosed for your convenience.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Christopher L. Wight

Christopher L. Wight
Secretary

October 15, 1999

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MYRIAD GENETICS, INC.
320 WAKARA WAY
SALT LAKE CITY, UTAH 84108

(801) 584-3600

----------------

PROXY STATEMENT

----------------

GENERAL INFORMATION

This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Myriad Genetics, Inc., a Delaware corporation (the
"Company"), of proxies, in the accompanying form, to be used at the Annual
Meeting of Stockholders to be held at the offices of Myriad Genetics, Inc.,
320 Wakara Way, Salt Lake City, Utah, on Wednesday, November 10, 1999, at 9:00
a.m., and any adjournments thereof (the "Meeting").

Where the Stockholder specifies a choice on the enclosed proxy card as to
how his or her shares are to be voted on a particular matter, the shares will
be voted accordingly. If no choice is specified, the shares will be voted FOR
the election of the three nominees for director named herein, FOR the proposal
to amend the Company's 1992 Employee, Director and Consultant Stock Option
Plan (as amended through September 24, 1999) to increase by 1,000,000 shares
the aggregate number of shares of Common Stock authorized for issuance
thereunder and FOR the ratification of the appointment of KPMG LLP as the
Company's independent public accountants for the fiscal year ending June 30,
2000. Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before its use by delivering to the Company a
written notice of revocation or a duly executed proxy bearing a later date.
Any Stockholder who has executed a proxy but is present at the Meeting, and
who wishes to vote in person, may do so by revoking his or her proxy as
described in the preceding sentence. Shares represented by valid proxies in
the form enclosed, received in time for use at the Meeting and not revoked at
or prior to the Meeting, will be voted at the Meeting. The presence, in person
or by proxy, of the holders of a majority of the outstanding shares of the
Company's common stock, par value $.01 per share ("Common Stock"), is
necessary to constitute a quorum at the Meeting.

The affirmative vote of a majority of the shares voted affirmatively or
negatively at the Meeting is required to approve each proposal, other than the
election of directors which requires a plurality of the shares voted
affirmatively or negatively at the Meeting. With respect to the tabulation of
votes on the matters proposed for the consideration of the Stockholders at the
Meeting, abstentions and broker non-votes will have no effect on the vote.

The close of business on September 20, 1999 has been fixed as the record
date for determining the Stockholders entitled to notice of and to vote at the
Meeting. As of the close of business on September 20, 1999, the Company had
9,438,989 shares of Common Stock outstanding and entitled to vote. Holders of
Common Stock are entitled to one vote per share on all matters to be voted on
by Stockholders.

The cost of soliciting proxies, including expenses in connection with
preparing and mailing this Proxy Statement, will be borne by the Company. In
addition, the Company will reimburse brokerage firms and other persons
representing beneficial owners of Common Stock of the Company for their
expenses in forwarding proxy material to such beneficial owners. Solicitation
of proxies by mail may be supplemented by telephone, telegram, telex and
personal solicitation by the directors, officers or employees of the Company.
No additional compensation will be paid for such solicitation.

This Proxy Statement and the accompanying proxy are being mailed on or
about October 15, 1999 to all Stockholders entitled to notice of and to vote
at the Meeting.

The Annual Report to Stockholders for the fiscal year ended June 30, 1999
("Fiscal 1999") is being mailed to the Stockholders with this Proxy Statement,
but does not constitute a part hereof.

1
<PAGE>

SHARE OWNERSHIP

The following table sets forth certain information as of August 27, 1999
concerning the ownership of Common Stock by each Stockholder known by the
Company to be the beneficial owner of more than 5% of its outstanding shares
of Common Stock, each current member of the Board of Directors, each executive
officer named in the Summary Compensation Table on p. 8 hereof, and all
current directors and executive officers as a group.

<TABLE>
<CAPTION>
Shares
Beneficially Owned (1)
-------------------------
Name and Address** Number Percent
------------------ ------------- -----------
<S> <C> <C>
Forstmann-Leff Associates, LLC (2)................... 721,605 7.7%
590 Madison Avenue
New York, NY 10022
Wanger Asset Management L.P. (3)..................... 632,400 6.7%
227 W Monroe Street, Suite 3000
Chicago, IL 60606
Bayer Corporation.................................... 588,235 6.2%
400 Morgan Lane
West Haven, CT 06516
Peter D. Meldrum (4)................................. 232,988 2.5%
Mark H. Skolnick, Ph.D. (5).......................... 559,442 5.8%
Gregory C. Critchfield M.D. (6)...................... 16,000 *
Adrian N. Hobden Ph.D. (6)........................... 23,828 *
James S. Kuo, M.D. (6)............................... 23,239 *
Walter Gilbert, Ph.D. (7)............................ 182,470 1.9%
John J. Horan (6).................................... 68,214 *
Arthur H. Hayes, M.D. (6)............................ 36,500 *
Dale A. Stringfellow, Ph.D. (6)...................... 16,871 *
Alan J. Main, Ph.D................................... 0 --
Michael J. Berendt, Ph.D............................. 0 --
Linda S. Wilson, Ph.D................................ 0 --
All executive officers and directors as a group (14
persons)(8)......................................... 1,218,071 12.3%
</TABLE>
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* Represents beneficial ownership of less than 1% of the Company's
outstanding shares of Common Stock.
** Addresses are given for beneficial owners of more than 5% of the
outstanding Common Stock only.
(1) The number of shares of Common Stock issued and outstanding on August 27,
1999 was 9,431,311 shares. The calculation of percentage ownership for
each listed beneficial owner is based upon the number of shares of Common
Stock issued and outstanding at August 27, 1999, plus shares of Common
Stock subject to options held by such person at August 27, 1999 and
exercisable within 60 days thereafter. The persons and entities named in
the table have sole voting and investment power with respect to all shares
shown as beneficially owned by them, except as noted below.
(2) This information is based solely on a Schedule 13F filed on August 16,
1999 with the Securities and Exchange Commission for the quarter ended
June 30, 1999. Consists of 250,655 shares of Common Stock over which
Forstmann-Leff Associates, LLC ("Forstmann") has sole investment
discretion and 470,950 shares of Common Stock over which Forstmann shares
investment discretion.
(3) This information is based solely on a Schedule 13F filed on August 10,
1999 with the Securities and Exchange Commission for the quarter ended
June 30, 1999. Wanger Asset Management L.P. has shared investment
discretion over all such shares.
(4) Includes 68,000 shares of Common Stock subject to currently exercisable
options.
(5) Includes shares held directly by Dr. Skolnick and his wife, shares held by
a family limited partnership of which Dr. Skolnick is a general partner,
as well as shares held by certain family members. Also includes 153,371
shares of Common Stock subject to currently exercisable options.

2
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(6) Consists of shares of Common Stock subject to currently exercisable
options.
(7) Includes 76,485 shares of Common Stock owned by Dr. Gilbert's wife, as to
which Dr. Gilbert disclaims beneficial ownership. Also includes 29,500
shares of Common Stock subject to currently exercisable options.
(8) Includes 491,256 shares of Common Stock subject to currently exercisable
options.

3
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MANAGEMENT

Directors

The Company's Restated Certificate of Incorporation and Restated By-Laws
provide for the Company's business to be managed by or under the direction of
the Board of Directors. Under the Company's Restated Certificate of
Incorporation and Restated By-Laws, the number of directors is fixed from time
to time by the Board of Directors. The Board of Directors currently is fixed
at nine directorships and is divided into three classes. The Class I Directors
with a term ending in 2000 are Michael J. Berendt, Ph.D., Alan J. Main, Ph.D.,
and Dale A. Stringfellow, Ph.D.; the Class II Directors with a term ending in
2001 are Peter D. Meldrum, Mark H. Skolnick, Ph.D., and Linda S. Wilson,
Ph.D.; and the Class III Directors with a term ending in 1999 are Walter
Gilbert, Ph.D., Arthur H. Hayes, Jr., M.D., and John J. Horan. The Class III
Directors will be elected at the upcoming Meeting for a term ending in 2002.
At each annual meeting of Stockholders, directors are elected for a full term
of three years.

Novartis Corporation ("Novartis") and Bayer Corporation ("Bayer") each have
Board representation rights which were granted in connection with their
strategic collaborations with the Company. Under the collaboration agreements,
the Company must nominate one representative of each of Novartis and Bayer for
election to the Board of Directors. Further, certain Company stockholders--
Mark H. Skolnick, Ph.D., Angela A. Skolnick, Walter Gilbert, Ph.D. and Celia
Gilbert (and, in the case of Bayer, the Skolnick Family Limited Partnership)--
have agreed to vote in favor of such nominees for election to the Board. Dr.
Main, a Director of the Company since April 1995, is Novartis' current
representative on the Board. Dr. Berendt is Bayer's current representative and
has served as a Director of the Company since February 1997.

The names of the Company's current directors and certain information about
them are set forth below:

<TABLE>
<CAPTION>
Name Age Position with the Company
---- --- -------------------------
<C> <C> <S>
John J. Horan................. 79 Chairman of the Board of Directors
Walter Gilbert, Ph.D. ........ 67 Vice Chairman of the Board of Directors
Peter D. Meldrum.............. 52 President, Chief Executive Officer,
Director
Mark H. Skolnick, Ph.D. ...... 53 Chief Scientific Officer, Executive Vice
President of Research and Development,
Arthur H. Hayes, Jr., M.D. ... 66 Director
Dale A. Stringfellow, Ph.D. .. 54 Director
Alan J. Main, Ph.D. .......... 45 Director
Michael J. Berendt, Ph.D. .... 50 Director
Linda S. Wilson, Ph.D. ....... 62 Director
</TABLE>

John J. Horan, Chairman of the Board of Directors of the Company since
joining the Board in November 1992, served as the Chairman of the Board and
Chief Executive Officer of Merck & Co., Inc. from 1975 through 1985. Mr. Horan
held a variety of positions with Merck from 1952 until his retirement from the
Merck Board in 1993. He has also served on the Board of Directors of General
Motors Corporation, J.P. Morgan, Inc., Morgan Guaranty Bank, NCR Corporation,
Burlington Mills, Celgene Corporation, PathoGenesis Corporation, and as
Chairman of Atrix Laboratories, Inc. Mr. Horan is a past Chairman of the
Pharmaceutical Manufacturers Association and a Director of the Robert Wood
Johnson Foundation.

Walter Gilbert, Ph.D., Vice Chairman of the Board of Directors, joined the
Company as a founding scientist in March 1992. Dr. Gilbert won the Nobel Prize
in Chemistry in 1980 for his contributions to the development of DNA
sequencing technology. He was a founder of Biogen, Inc. and its Chairman of
the Board and Chief Executive Officer from 1981 to 1985. He has held
professorships at Harvard University in the Departments of Physics,
Biophysics, Biology, Biochemistry and Molecular Biology, and Molecular and
Cellular Biology. He presently holds the Carl M. Loeb University Professorship
at Harvard University.

4
<PAGE>

Peter D. Meldrum has been a Director of the Company since its inception in
May 1991 and has been President and Chief Executive Officer of the Company
since November 1991. Prior to joining the Company he was President and Chief
Executive Officer of Founders Fund, Inc., a venture capital group specializing
in the biotechnology industry. He received an M.B.A. degree from the
University of Utah in 1974 and a B.S. degree in Chemical Engineering from the
University of Utah in 1970.

Mark H. Skolnick, Ph.D., a scientific founder of the Company, has been a
director of the Company and Executive Vice-President of Research and
Development since its inception in 1991, and has served as Chief Scientific
Officer since 1997. Dr. Skolnick and several colleagues were the first to
conceive of using restriction fragment length polymorphism technology as
genetic markers, a breakthrough that underpins the Human Genome Project. He
received his Ph.D. in Genetics from Stanford University in 1975, and a B.A.
degree in Economics from the University of California at Berkeley in 1968.

Arthur H. Hayes, Jr., M.D., a Director of the Company since November 1992,
served as Commissioner of the U.S. Food and Drug Administration from 1981 to
1983. Since 1991 he has served as the President and CEO of Mediscience
Associates. From 1986 to 1991, Dr. Hayes served as the President and CEO of EM
Pharmaceuticals, Inc., the United States affiliate of E. Merck of Darmstadt,
Germany. He also served as Provost and Dean of New York Medical College from
1983 to 1986. Dr. Hayes currently serves as the Vice Chairman and Medical
Director of Nelson Communications, Inc. Dr. Hayes serves on the board of the
following publicly traded companies: Napro Biotherapeutics, Inc., Celgene
Corporation, and Premier Research Worldwide, Inc. He also serves on the Board
of Directors of the Macy Foundation and is the Chairman of the Council on
Family Health.

Dale A. Stringfellow, Ph.D., a Director of the Company since December 1991,
has been President of Berlex BioSciences, a wholly owned subsidiary of
Schering AG, since June 1995. Prior to that he was President, CEO and a
Director of Celtrix Pharmaceuticals from July 1990 until April 1995. In
addition, Dr. Stringfellow has held other positions, including Vice President
and Senior Director of Preclinical Cancer Research at Bristol-Myers Squibb
Co.; Research Head, Cancer Virology and Cellular Biology Research at Upjohn
Company; and Vice President, Research and Development at Collagen Corporation.

Alan J. Main, Ph.D., a Director of the Company since April 1995, is Senior
Vice-President of Research at Novartis Pharmaceuticals Corporation, located in
Summit, New Jersey. Prior to this position, Dr. Main was Senior Vice-President
of Research and Preclinical Development from 1992 to 1997 for Ciba
Pharmaceuticals Division. He received a B.Sc. with honors in Chemistry from
the University of Aberdeen, Scotland in 1975 and a Ph.D. in Organic Chemistry
from the University of Liverpool, England in 1978. He is a Fellow of the Royal
Chemical Society and currently serves as Chairman of the Research and
Development Council of New Jersey.

Michael J. Berendt, Ph.D., a Director of the Company since February 1997,
is currently serving as Senior Vice-President, Pharmaceutical Research at
Bayer Corporation, located in West Haven, Connecticut. Dr. Berendt has been
with Bayer since 1993 and has served as Director and subsequently Vice-
President of Bayer's Institute for Bone & Joint Disorders and Cancer. He
received his Doctorate in Microbiology/Immunology at Hahnemann Medical
University. Dr. Berendt also serves on the Board of Directors of Onyx
Pharmaceuticals, Inc. and Waters Corporation.

Linda S. Wilson, Ph.D., a Director of the Company since October 1999,
served as President of Radcliffe College, Cambridge, MA from 1989 to 1999. Dr.
Wilson has also served as Vice President for Research, University of Michigan,
and as Associate Vice Chancellor for Research and Associate Dean of the
Graduate College, University of Illinois. Dr. Wilson is a member of the
Institute of Medicine of the National Academy of Sciences. After serving seven
years as Trustee, she is now an Honorary Trustee of the Massachusetts General
Hospital. She currently serves on the Board of Directors for Citizens
Financial Group, Inc.; INACOM, Inc.; Value Line, Inc. and ICANN (the Internet
Corporation for Assigned Names and Numbers). She is also a Trustee of the
Committee on Economic Development. Dr. Wilson received her Ph.D. in Chemistry
from the University of Wisconsin and her B.A. from Newcomb College, Tulane
University.

5
<PAGE>

Committees of the Board of Directors and Meetings

Meeting Attendance. During the fiscal year ended June 30, 1999 there were
seven meetings of the Board of Directors, and the various committees of the
Board of Directors met a total of two times. No director attended fewer than
75% of the total number of meetings of the Board and of committees of the
Board on which he served during Fiscal 1999, except for Dr. Hayes and Dr.
Stringfellow who had conflicting schedules during three of the Board meetings.

Audit Committee. The Audit Committee, which met one time in Fiscal 1999,
has three members, Dale A. Stringfellow, Ph.D. (Chairman), Walter Gilbert,
Ph.D. and Arthur H. Hayes, Jr., M.D. The Audit Committee reviews the
engagement of the Company's independent accountants, reviews annual financial
statements, considers matters relating to accounting policy and internal
controls and reviews the scope of annual audits.

Compensation Committee. The Compensation Committee, which met one time
during Fiscal 1999, has three members, Walter Gilbert, Ph.D. (Chairman), John
J. Horan and Dale A. Stringfellow, Ph.D. The Compensation Committee
administers the Company's stock plans and reviews, approves and makes
recommendations on the Company's compensation policies, practices and
procedures to ensure that legal and fiduciary responsibilities of the Board of
Directors are carried out and that such policies, practices and procedures
contribute to the success of the Company.

Nominating Committee. The Company does not have a standing Nominating
Committee.

Compensation Committee Interlocks and Insider Participation. The
Compensation Committee has three members, Walter Gilbert, Ph.D. (Chairman),
John J. Horan and Dale A. Stringfellow, Ph.D. No executive officer of the
Company is a member of the Compensation Committee. No executive officer of the
Company serves as a member of the board of directors or compensation committee
of any entity that has one or more executive officers serving as a member of
the Company's Board of Directors or Compensation Committee.

Compensation of Directors

The Company pays each non-employee director $2,000 for each meeting of the
Board of Directors that the director attends. Non-employee directors nominated
pursuant to a contractual agreement are not entitled to such fee. All
directors are reimbursed for their out-of pocket expenses incurred in
attending meetings.

Directors who are not employees of the Company or any affiliate are
entitled to receive options under the Company's 1992 Employee, Director and
Consultant Stock Option Plan (the "Plan"). The Plan provides for an annual
grant to each non-employee director of a non-qualified option to purchase
7,500 shares of Common Stock, at an exercise price equal to the fair market
value of the Common Stock on the grant date. Options granted under the Plan to
non-employee directors vest in three equal installments beginning on the first
anniversary of the date of grant, assuming continued membership on the Board.
Options for thirty thousand (30,000) shares were granted under this formula
during Fiscal 1999.

Executive Officers

The names of, and certain information regarding, executive officers of the
Company who are not also directors, are set forth below. Except for executive
officers who have employment agreements with the Company, the executive
officers serve at the pleasure of the Board of Directors.

<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Gregory C. Critchfield,
M.D.................... 48 President, Myriad Genetic Laboratories, Inc.
Adrian N. Hobden,
Ph.D................... 46 President, Myriad Pharmaceuticals, Inc.
James S. Kuo, M.D....... 35 Vice President of Business Development
Jay M. Moyes............ 45 Chief Financial Officer, Vice President of Finance
Arnold Oliphant, Ph.D... 39 Vice President Research, Functional Genomics
</TABLE>

6
<PAGE>

Gregory C. Critchfield, M.D., President of Myriad Genetic Laboratories,
Inc., a wholly owned subsidiary, joined the Company in July 1998. Dr.
Critchfield previously served as Senior Vice President, Chief Medical and
Scientific Officer of Quest Diagnostics (formerly Corning Clinical
Laboratories). Prior to Quest Diagnostics, Dr. Critchfield was Director of
Clinical Pathology for Intermountain Health Care. Dr. Critchfield received his
M.D. from the University of Utah and his M.S. in Biophysical Sciences from the
University of Minnesota. He is Board Certified in Clinical Pathology.

Adrian N. Hobden, Ph.D., President of Myriad Pharmaceuticals, Inc., a
wholly owned subsidiary, joined the Company in October 1998. Dr. Hobden
previously served as Director, Global Biotechnology Ventures with Glaxo
Wellcome Inc. During Dr. Hobden's 17-year tenure with Glaxo, he held several
senior management positions, including heading the Genetics, Molecular Science
and Pharmacology research department before undertaking the directorship. Dr.
Hobden received his Ph.D. from Leicester University in Microbiology/Molecular
Biology and his B.A in Biochemistry from Cambridge University.

James S. Kuo, M.D., was appointed Vice President of Business Development in
June 1998. Dr. Kuo previously served as President and Chief Executive Officer
of Discovery Laboratories, Inc., a publicly-traded biopharmaceutical company.
Prior to his employment with Discovery Laboratories, Inc., Dr. Kuo was a
licensing and development officer with Pfizer, Inc. Prior to Pfizer, Dr. Kuo
served as Managing Director at HealthCare Ventures, a venture capital group in
Edison, New Jersey where he managed a $378 million portfolio. Dr. Kuo received
his M.D. from the University of Pennsylvania School of Medicine and his M.B.A.
Degree from the Wharton School of Business, where he concentrated in health
care management and finance.

Jay M. Moyes, Vice President of Finance since July 1993 and named Chief
Financial Officer in June 1996, served as Vice President of Finance and Chief
Financial Officer of Genmark, Inc. from 1991 through July 1993. Mr. Moyes held
various positions with the accounting firm of KPMG LLP from 1979 through 1991,
most recently as a Senior Manager. He holds an M.B.A. degree from the
University of Utah, a B.A. degree in economics from Weber State University,
and is a Certified Public Accountant.

Arnold Oliphant, Ph.D., Vice President Research, Functional Genomics since
June 1996, joined the Company in February 1995. Dr. Oliphant served the
Company as a Senior Scientist and later a Program Manager directing the
Company's technology development program before being named to his current
position. Prior to joining the Company, Dr. Oliphant led the assay development
team for Pioneer Hi-Bred, a major agricultural genetics company. He received a
Ph.D. in genetics from the Harvard Medical School and a bachelor's degree in
biology from the University of Utah.

7
<PAGE>

EXECUTIVE COMPENSATION

Summary Compensation Table

The following Summary Compensation Table sets forth summary information as
to compensation received by the Company's Chief Executive Officer and each of
the four other most highly compensated persons who were serving as executive
officers of the Company as of June 30, 1999 (collectively, the "named
executive officers") for services rendered to the Company in all capacities
during the three fiscal years ended June 30, 1999.

<TABLE>
<CAPTION>
Annual Long Term
Compensation Compensation
----------------- Underlying
Name and Principal Fiscal Securities All Other
Position Year Salary Bonus Options(#) Compensation(4)
------------------ ------ -------- -------- ------------ --------------
<S> <C> <C> <C> <C> <C>
Peter D. Meldrum....... 1999 $305,420 $ 60,000 20,000 $5,072
President and Chief
Executive Officer 1998 $275,324 $100,000 40,000 $5,072
1997 $240,325 $ 90,000 40,000 $5,180
Mark H. Skolnick,
Ph.D.................. 1999 $270,420 $ 44,000 20,000 $5,072
Executive Vice
President of Research
and 1998 $245,324 $ 70,000 35,000 $5,157
Development 1997 $215,324 $ 75,000 40,000 $5,681
Gregory C. Critchfield,
M.D................... 1999(1) $181,714 $ 64,000 115,000 $6,829
President, Myriad
Genetic Laboratories, 1998 $ -- $ -- -- $ --
Inc. 1997 $ -- $ -- -- $ --
Adrian N. Hobden,
Ph.D.................. 1999(2) $156,202 $ 60,000 119,024 $2,765
President, Myriad
Pharmaceuticals, Inc. 1998 $ -- $ -- -- $ --
1997 $ -- $ -- -- $ --
James S. Kuo, M.D...... 1999 $194,695 $ 47,000 41,107 $ 72
Vice President,
Business Development 1998(3) $ 15,886 $ -- 100,000 $ 6
1997 $ -- $ -- -- $ --
</TABLE>
- --------
(1) Dr. Critcheld's employment began on July 31, 1998.
(2) Dr. Hoben's employment began on October 12, 1998.
(3) Dr. Kuo's employment began on June 1, 1998.
(4) All Other Compensation includes (i) the dollar value of premiums paid by
the Company with respect to term life insurance for the benefit of each
named executive officer and (ii) the Company's matching contributions made
under its 401(k) plan on behalf of each named executive officer.

8
<PAGE>

Option Grants in Last Fiscal Year

The following table sets forth information regarding each stock option
granted during Fiscal 1999 to each of the named executive officers. The
potential realizable values that would exist for the respective options are
based on assumed rates of annual compound stock price appreciation of 5% and
10% from the date of grant over the full term of the option. Actual gains, if
any, on stock options, exercises and Common Stock holdings are dependent on
the future performance of the Common Stock.

<TABLE>
<CAPTION>
Individual Grants
------------------------------------------------
Potential Realizable
Number of % of Total Value at Assumed Annual Rates
Securities Options of Stock Price Appreciation
Underlying Granted to Exercise for Option Term
Options Employees in Price Expiration -----------------------------
Name Granted (#)(1) Fiscal Year ($/Share) Date 5% 10%
---- -------------- ------------ -------- ---------- -----------------------------
<S> <C> <C> <C> <C> <C> <C>
Peter D. Meldrum........ 20,000 3% $ 9.562 6/17/2009 $ 120,270 $ 304,787
Mark H. Skolnick,
Ph.D................... 20,000 3% $ 9.562 6/17/2009 $ 120,270 $ 304,787
Gregory C. Critchfield,
M.D.................... 80,000 13% $14.062 7/31/2008 $ 707,481 $ 1,792,897
Gregory C. Critchfield,
M.D.................... 35,000 6% $ 9.562 6/17/2009 $ 210,472 $ 533,378
Adrian N. Hobden Ph.D... 119,024 20% $10.250 10/21/2008 $ 767,249 $ 1,944,359
James S. Kuo, M.D....... 16,107 3% $10.250 10/21/2008 $ 103,828 $ 263,122
James S. Kuo, M.D....... 10,000 2% $11.375 11/12/2008 $ 71,537 $ 181,288
James S. Kuo, M.D....... 15,000 2% $ 9.562 6/17/2009 $ 90,202 $ 228,590
</TABLE>
- --------
(1) Options were granted pursuant to the Plan. Options granted vest 20% upon
each anniversary date of the date of grant. Options terminate ten years
after the grant date, subject to earlier termination in accordance with
the Plan and the applicable option agreement. Vesting of options will
accelerate upon a change in control of the Company in accordance with the
applicable option agreement. Options were granted at an exercise price
equal to the fair market value of the Company's Common Stock, as
determined by the closing price of the Common Stock on the Nasdaq Stock
Market on the trading day immediately preceding the grant date.

Option Exercises in Last Fiscal Year and Fiscal Year-End Values

The following table provides information regarding the exercises of options
by each of the named executive officers during Fiscal 1999. In addition, this
table includes the number of shares covered by both exercisable and
unexercisable stock options as of June 30, 1999 and the values of "in-the-
money" options, which values represent the positive spread between the
exercise price of any such option and the fiscal year-end value of the
Company's Common Stock.

<TABLE>
<CAPTION>
Number of Securities
Underlying Unexpected Value of the Unexercised
Shares Options at Fiscal Year- In-The-Money Options at
Acquired End Fiscal Year-End (1)
on Value ------------------------- -------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Peter D. Meldrum........ -- $-- 68,000 102,000 $ 40,000 $20,000
Mark H. Skolnick,
Ph.D................... -- $-- 151,942 99,429 $642,821 $27,860
Gregory C. Critchfield,
M.D.................... -- $-- -- 115,000 $ -- $ --
Adrian N. Hobden,
Ph.D................... -- $-- -- 119,024 $ -- $ --
James S. Kuo, M.D....... -- $-- 20,000 121,107 $ -- $ --
</TABLE>
- --------
(1) The value of unexercised in-the-money options at fiscal year end assumes a
fair market value for the Company's Common Stock of $9.00, the closing
sale price per share of the Company's Common Stock as reported by The
Nasdaq Stock Market on June 30, 1999.

Employment Contracts, Termination of Employment and Change of Control
Arrangements

The Company entered into employment agreements with no defined term with
Peter D. Meldrum, Mark H. Skolnick, Ph.D., Gregory C. Critchfield, M.D., and
James S. Kuo, M.D. in May 1993, January 1994, July 1998,

9
<PAGE>

and June 1998, respectively. Either party may terminate employment without
cause at any time upon 15 days written notice to the other party or
immediately with cause upon written notice to the other party. Each employment
agreement also provides that the employee will not disclose confidential
information of the Company during and after employment and will not compete
with the Company during the term of employment with the Company.

The Company entered into an employment agreement with no defined term with
Adrian N. Hobden, Ph.D. in October 1998. Pursuant to the agreement, either
party may terminate employment with or without cause, provided that Dr. Hobden
must provide the Company with 30 days written notice. If the Company
terminates Dr. Hobden without cause, the Company must pay Dr. Hobden's salary
for 9 months following termination. If Dr. Hobden terminates his employment as
a result of a reduction of his responsibilities after a change in control of
the Company, then the Company must pay Dr. Hobden's salary for 12 months
following termination. The employment agreement also provides that Dr. Hobden
will not disclose confidential information of the Company during and after
employment and will not compete with the Company during the term of employment
with the Company.

In the event of a change in control of the Company (as defined in the
Plan), all outstanding unvested options, including options held by Messrs.
Meldrum, Skolnick, Critchfield, Hobden and Kuo, will become immediately
vested, unless provision is made for the continuation of such options pursuant
to the applicable provisions of the Plan.

10
<PAGE>

REPORT OF COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION

Overview

The Compensation Committee of the Board of Directors (the "Compensation
Committee") is composed entirely of outside directors. The Compensation
Committee, which consists of Dr. Gilbert, Mr. Horan and Dr. Stringfellow, is
responsible for establishing and administering the Company's executive
compensation policies. This report addresses the compensation policies for
fiscal year 1999 as they affected Mr. Meldrum, in his capacity as President
and Chief Executive Officer of the Company, and the other executive officers
of the Company.

General Compensation Policy

The objectives of the Company's executive compensation program are to:

- --Provide a competitive compensation package that will attract and retain
superior talent and reward performance.

- --Support the achievement of desired Company performance.

- --Align the interests of executives with the long-term interests of
stockholders through award opportunities that can result in ownership of
Common Stock, thereby encouraging the achievement of superior results over an
extended period.

Executive Officer Compensation Program

The Company's executive officer compensation program is comprised of: (i)
base salary, which is set on an annual basis; (ii) annual incentive bonuses,
which are based on the achievement of predetermined objectives; and (iii)
long-term incentive compensation in the form of periodic stock option grants,
with the objective of aligning the executive officers' long-term interests
with those of the stockholders and encouraging the achievement of superior
results over an extended period.

The Compensation Committee performs annual reviews of executive
compensation to confirm the competitiveness of the overall executive
compensation packages as compared with companies who compete with the Company
to attract and retain employees.

In considering compensation of the Company's executives, one of the factors
the Compensation Committee takes into account is the anticipated tax treatment
to the Company of various components of compensation. The Company does not
believe Section 162(m) of the Internal Revenue Code of 1986, as amended, which
generally disallows a tax deduction for certain compensation in excess of $1
million to any of the executive officers appearing in the Summary Compensation
Table above, will have an effect on the Company. The Compensation Committee
has considered the requirements of Section 162(m) of the Code and its related
regulations. It is the Compensation Committee's present policy to take
reasonable measures to preserve the full deductibility of substantially all
executive compensation, to the extent consistent with its other compensation
objectives.

Base Salary

The Compensation Committee reviews base salary levels for the Company's
executive officers on an annual basis. Base salaries are set competitively
relative to companies in the biotechnology industry and other comparable
companies. In determining salaries the Compensation Committee also takes into
consideration individual experience and performance. The Compensation
Committee seeks to compare the salaries paid by companies similar in size and
stage of development to the Company. Within this comparison group, the Company
seeks to make comparisons to executives at a comparable level of experience,
who have a comparable level of responsibility and expected level of
contribution to the Company's performance. In setting base salaries, the

11
<PAGE>

Compensation Committee also takes into account the intense level of
competition among biotechnology companies to attract talented personnel.

Annual Incentive Bonuses

The Company, along with each executive officer, establishes goals related
specifically to that officer's areas of responsibility. The Compensation
Committee determines the amount of each executive's bonus based on a
subjective assessment by the Compensation Committee of the officer's progress
toward achieving the established goals. Bonuses are awarded on an annual
basis.

Long-term Incentive Compensation

Long-term incentive compensation, in the form of stock options, allows the
executive officers to share in any appreciation in the value of the Company's
Common Stock. The Compensation Committee believes that stock option
participation aligns executive officers' interests with those of the
stockholders. The amounts of the awards are designed to reward past
performance and create incentives to meet long-term objectives. Awards are
made at a level calculated to be competitive within the biotechnology industry
as well as a broader group of companies of comparable size and complexity. In
determining the amount of each grant, the Compensation Committee takes into
account the number of shares held by the executive prior to the grant.

Chief Executive Officer Compensation

Mr. Meldrum was appointed to the position of President and Chief Executive
Officer in November 1991. In May 1993, Mr. Meldrum entered into the Company's
standard Employment Agreement as required of all Company employees. Under this
agreement, Mr. Meldrum receives an annual base salary of $100,000, which
salary has been increased by the Board of Directors periodically. This is
consistent with the range of salary levels received by his counterparts in
companies in the biotechnology industry and other comparable companies. The
Compensation Committee believes Mr. Meldrum has managed the Company well in a
challenging business climate and has continued to move the Company towards its
long-term objectives.

The Company granted stock options to Mr. Meldrum to purchase 40,000 shares
at an exercise price of $27.125 in fiscal 1997, 40,000 shares at an exercise
price of $18.625 in fiscal 1998 and 20,000 shares at an exercise price of
$9.562 in fiscal 1999. This option package is designed to align the interests
of Mr. Meldrum with those of the Company's stockholders with respect to short-
term operating results and long term increases in the price of the Company's
stock. The grant of these options is consistent with the goals of the
Company's stock option program as a whole.

THE COMPENSATION COMMITTEE:

Walter Gilbert, Ph.D., Chairman
John J. Horan
Dale A. Stringfellow, Ph.D.

12
<PAGE>

Performance Graph

The following graph compares the quarterly percentage change in the
Company's cumulative total stockholder return on its Common Stock during a
period commencing on October 6, 1995 (the date of the Company's initial public
offering) and ending on June 30, 1999 (as measured by dividing (A) the
difference between the Company's share price at the end and the beginning of
the measurement period by (B) the share price at the beginning of the
measurement period) with the cumulative total return of The Nasdaq Stock
Market and the Nasdaq Health Services Stock Index during such period. It
should be noted that the Company has not paid any dividends on the Common
Stock, and no dividends are included in the representation of the Company's
performance. The stock price performance on the graph below is not necessarily
indicative of future price performance.

<TABLE>
<CAPTION>
10/6/95 6/28/96 6/30/97 6/30/98 6/30/99
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Myriad Genetics, Inc................ $100.00 $138.89 $150.00 $ 81.25 $ 50.00
Nasdaq Stock Index (U.S.)........... $100.00 $118.19 $143.74 $189.26 $270.70
Nasdaq Health Services Stocks....... $100.00 $135.22 $124.12 $120.82 $113.49
</TABLE>

13
<PAGE>

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and officers, and persons who own more than 10% of the Company's
Common Stock, to file with the Securities and Exchange Commission (the "SEC")
initial reports of beneficial ownership and reports of changes in beneficial
ownership of the Common Stock and other equity securities of the Company.
Officers, directors and greater than 10% beneficial owners are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file.

To the Company's knowledge, based solely on a review of copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended June 30, 1999, all Section
16(a) filing requirements applicable to its officers, directors and greater
than 10% beneficial owners were complied with except that Messrs. Meldrum and
Skolnick each inadvertently failed to report one Common Stock sale transaction
in a timely filed Form 4, both of which were reported in timely filed Forms 5.

ELECTION OF DIRECTORS

(Notice Item 1)

Under the Company's Restated Certificate of Incorporation and Restated By-
Laws, the number of directors is fixed from time to time by the Board of
Directors. The Board of Directors has fixed the size of the Board at nine
directorships.

The Board of Directors currently consists of the following nine members:
Michael J. Berendt, Ph.D., Walter Gilbert, Ph.D., Arthur H. Hayes, Jr., M.D.,
John J. Horan, Alan J. Main, Ph.D., Peter D. Meldrum, Mark H. Skolnick, Ph.D.,
Dale A. Stringfellow, Ph.D, and Linda S. Wilson, Ph.D.

The Company's Board of Directors is divided into three classes. The Class I
Directors with a term ending in 2000 are Dr. Berendt, Dr. Main and Dr.
Stringfellow; the Class II Directors with a term ending in 2001 are Mr.
Meldrum, Dr. Skolnick and Dr. Wilson; and the Class III Directors with a term
ending in 1999 are Dr. Gilbert, Dr. Hayes and Mr. Horan.

On September 24, 1999, the Board of Directors voted to nominate and
recommend to the Stockholders the election of the Class III Directors to the
Board of Directors with a term ending in 2002. At each annual meeting of
Stockholders, directors are elected for a full term of three years. Directors
chosen to fill vacancies on the classified board shall hold office for a term
expiring at the annual meeting of stockholders at which the term of office of
the class to which he or she has been elected expires.

Unless authority to vote for either of the nominees named above is
withheld, the shares represented by the enclosed proxy will be voted FOR the
election as directors of such nominees. In the event that any nominee shall
become unable or unwilling to serve, the shares represented by the enclosed
proxy will be voted for the election of such other person as the Board of
Directors may recommend in his place. The Board has no reason to believe that
any nominee will be unable or unwilling to serve.

A plurality of the shares voted affirmatively or negatively at the Meeting
is required to elect each nominee as a director.

THE BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF DR. WALTER GILBERT, DR.
ARTHUR HAYES AND MR. JOHN HORAN AS DIRECTORS, AND PROXIES SOLICITED BY THE
BOARD WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED
OTHERWISE ON THE PROXY.

14
<PAGE>

AMENDMENT TO THE COMPANY'S 1992 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK
OPTION PLAN TO INCREASE THE AGGREGATE NUMBER OF SHARES OF COMMON STOCK
AVAILABLE FOR ISSUANCE THEREUNDER

(Notice Item 2)

General

The Company's Board of Directors and the Stockholders approved the 1992
Employee, Director and Consultant Stock Option Plan (the "Plan") in 1992 and
subsequently amended and/or restated the Plan several times, most recently in
September 1999. Prior to September 1999, a total of 2,000,000 shares of Common
Stock were reserved for issuance under the Plan. By the terms of the Plan, the
Plan may be amended by the Board of Directors provided that any amendment
approved by the Board of Directors which is of a scope that requires
Stockholder approval in order to ensure favorable federal income tax treatment
for any incentive stock options under the Internal Revenue Code of 1986 ("the
Code") Section 422 is subject to obtaining such Stockholder approval. On
September 24, 1999, the Board of Directors voted to approve an amendment to
the Plan to increase by 1,000,000 shares the aggregate number of shares of
Common Stock for which stock options may be granted under the Plan. The Board
believes that the increase in the number of shares reserved for issuance under
the Plan is advisable to give the Company the flexibility needed to attract,
retain and motivate employees, directors and consultants. This amendment is
being submitted for Stockholder approval to ensure continued favorable income
tax treatment under Section 422 of the Code and to comply with the
requirements of The Nasdaq Stock Market.

Material Features of the Plan

The purpose of the Plan is to attract, retain and motivate employees,
directors and consultants through the issuance of stock options and to
encourage ownership of shares of Common Stock by employees, directors and
consultants of the Company. The Plan is administered by the Board of
Directors. Subject to the provisions of the Plan, the Board of Directors
determines the persons to whom options will be granted, the number of shares
to be covered by each option and the terms and conditions upon which an option
may be granted, and has the authority to administer the provisions of the
Plan. All employees, directors and consultants of the Company and its
affiliates are eligible to participate in the Plan. The Company currently has
244 full-time equivalent employees.

Options granted under the Plan may be either (i) options intended to
qualify as "incentive stock options" under Section 422 of the Code, or (ii)
non-qualified stock options. Incentive stock options may be granted under the
Plan to employees of the Company and its affiliates. Non-qualified stock
options may be granted to consultants, directors and employees of the Company
and its affiliates. The Plan also provides for the automatic grant of 7,500
non-qualified options to non-employee directors of the Company. The automatic
grant, which is issued annually on the date of the shareholders' meeting, has
a ten year exercise life and vests one-third ( 1/3) per year, assuming
continued membership on the Board. Non-employee directors nominated pursuant
to a contractual obligation are not entitled to such automatic grants. Thirty
thousand (30,000) options were granted under this formula during Fiscal 1999.

The aggregate fair market value (determined at the time of grant) of shares
issuable pursuant to incentive stock options which become exercisable in any
calendar year under any incentive stock option plan of the Company may not
exceed $100,000. Incentive stock options granted under the Plan may not be
granted at a price less than the fair market value of the Common Stock on the
date of grant, or 110% of fair market value in the case of employees holding
10% or more of the voting stock of the Company. Non-qualified stock options
granted under the Plan may not be granted at an exercise price less than the
par value per share of the Common Stock. Incentive stock options granted under
the Plan expire not more than ten years from the date of grant, or not more
than five years from the date of grant in the case of incentive stock options
granted to an employee holding 10% or more of the voting stock of the Company.
An option granted under the Plan is exercisable, during the optionholder's
lifetime, only by the optionholder and is not transferable by him or her
except (i) by will or

15
<PAGE>

by the laws of descent and distribution, or (ii) as otherwise determined by
the Administrator and set forth in the applicable Option agreement.

An incentive stock option granted under the Plan may, at the Board of
Director's discretion, be exercised after the termination of the
optionholder's employment with the Company (other than by reason of death,
disability or termination for cause as defined in the Plan) to the extent
exercisable on the date of such termination, at any time prior to the earlier
of the option's specified expiration date or 90 days after such termination.
In granting any non-qualified stock option, the Board of Directors may specify
that such non-qualified stock option shall be subject to such termination or
cancellation provisions as the Board of Directors shall determine. In the
event of the optionholder's death or disability, both incentive stock options
and non-qualified stock options may be exercised, to the extent exercisable on
the date of death or disability (plus a prorata portion of the option if the
option vests periodically), by the optionholder or the optionholder's
survivors at any time prior to the earlier of the option's specified
expiration date or one year from the date of the optionholder's death or
disability. In the event of the optionholder's termination for cause, all
outstanding and unexercised options are forfeited.

If the shares of Common Stock shall be subdivided or combined into a
greater or smaller number of shares or if the Company shall issue any shares
of Common Stock as a stock dividend on its outstanding Common Stock, the
number of shares of Common Stock deliverable upon the exercise of an option
granted under the Plan shall be appropriately increased or decreased
proportionately, and appropriate adjustments shall be made in the purchase
price per share to reflect such subdivision, combination or stock dividend. If
the Company is to be consolidated with or acquired by another entity in a
merger, sale of all or substantially all of the Company's assets or otherwise
(an "Acquisition"), the Board of Directors or the Board of Directors of any
entity assuming the obligations of the Company under the Plan (the "Successor
Board"), shall, as to outstanding options under the Plan either (i) make
appropriate provision for the continuation of such options by substituting on
an equitable basis for the shares then subject to such options the
consideration payable with respect to the outstanding shares of Common Stock
in connection with the Acquisition or securities of the successor or acquiring
entity; or (ii) upon written notice to the participants, provide that all
options must be exercised (either to the extent then exercisable or, at the
discretion of the Board of Directors, all options being made fully exercisable
for purposes of such transaction) within a specified number of days of the
date of such notice, at the end of which period the options shall terminate;
or (iii) terminate all options in exchange for a cash payment equal to the
excess of the fair market value of the shares subject to each such option
(either to the extent then exercisable or, at the discretion of the Board of
Directors, all options being made fully exercisable for purposes of such
transaction) over the exercise price thereof. In the event of a
recapitalization or reorganization of the Company (other than an Acquisition)
pursuant to which securities of the Company or of another corporation are
issued with respect to the outstanding shares of Common Stock, an optionholder
upon exercising an option under the Plan, shall be entitled to receive for the
purchase price paid upon such exercise the securities he or she would have
received if he or she had exercised such option prior to such recapitalization
or reorganization.

The Plan may be amended by the Stockholders of the Company. The Plan may
also be amended by the Board of Directors, provided that any amendment
approved by the Board of Directors which is of a scope that requires
Stockholder approval in order to ensure favorable federal income tax treatment
for any incentive stock options under Code Section 422, is subject to
obtaining such Stockholder approval.

16
<PAGE>

Option Information

The following table sets forth as of August 27, 1999, all options granted
pursuant to the Plan to (i) the named executive officers, (ii) all current
executive officers of the Company as a group, (iii) all current directors of
the Company who are not executive officers as a group, and (iv) all employees,
including all current officers who are not executive officers, as a group.

<TABLE>
<CAPTION>
No. Of Options
--------------
Name Title Granted (1)
---- ----- --------------
<S> <C> <C>
Peter D. Meldrum President and Chief Executive Officer 170,000
Mark H. Skolnick, Ph.D. Executive Vice President of Research and Development 192,143
Gregory C. Critchfield,
M.D. President, Myriad Genetic Laboratories, Inc. 115,000
Adrian N. Hobden, Ph.D. President, Myriad Pharmaceuticals, Inc. 119,024
James S. Kuo, M.D. Vice President, Business Development 141,107
All current executive officers as a group (7 persons) 876,786
All current directors who are not executive officers as a group (7 persons) 155,000
All employees who are not executive officers as a group (2) 693,339
</TABLE>
- --------
(1) Does not include options to purchase 20,000, 6,300, and 1,000 shares of
Common Stock which have been previously exercised by Mr. Meldrum, Mr.
Moyes, Vice President Finance and Chief Financial Officer, and Arnold
Oliphant, Vice President Functional Genomics, respectively.
(2) Net of all canceled options. Does not include options to purchase 168,003
shares of Common Stock that have been exercised by all such employees.

On August 27, 1999, market value of the Company's Common Stock was $12.00,
based on the closing price of such Common Stock as quoted on The NASDAQ Stock
Market.

Federal Income Tax Considerations

The following is a description of certain United States federal income tax
consequences of the issuance and exercise of options under the Plan:

Incentive Stock Options. An incentive stock option does not result in
taxable income to the optionee or deduction to the Company at the time it is
granted or exercised, provided that no disposition is made by the optionee of
the shares acquired pursuant to the option within two years after the date of
grant of the option nor within one year after the date of issuance of shares
to him (the "ISO holding period"). However, the difference between the fair
market value of the shares on the date of exercise and the option price will
be an item of tax preference includible in "alternative minimum taxable
income." Upon disposition of the shares after the expiration of the ISO
holding period, the optionee will generally recognize long term capital gain
or loss based on the difference between the disposition proceeds and the
option price paid for the shares. If the shares are disposed of prior to the
expiration of the ISO holding period, the optionee generally will recognize
taxable compensation, and the Company will have a corresponding deduction, in
the year of the disposition, equal to the excess of the fair market value of
the shares on the date of exercise of the option over the option price. Any
additional gain realized on the disposition will normally constitute capital
gain. If the amount realized upon such a disqualifying disposition is less
than fair market value of the shares on the date of exercise, the amount of
compensation income will be limited to the excess of the amount realized over
the optionee's adjusted basis in the shares.

Non-Qualified Stock Options. The grant of a non-qualified option will not
result in taxable income to the optionee or deduction to the Company at the
time of grant. The optionee will recognize taxable compensation, and the
Company will have a corresponding deduction, at the time of exercise in the
amount of the excess of the then fair market value of the shares acquired over
the option price. Upon disposition of the shares, the optionee

17
<PAGE>

will generally realize capital gain or loss, and his basis for determining
gain or loss will be the sum of the option price paid for the shares plus the
amount of compensation income recognized on exercise of the option.

The affirmative vote of a majority of the shares voted affirmatively or
negatively at the Meeting is required to approve the increase in the aggregate
number of shares of Common Stock available under the Plan.

THE BOARD OF DIRECTORS RECOMMENDS APPROVAL OF THE ADOPTION OF AN AMENDMENT
TO THE PLAN TO INCREASE BY 1,000,000 SHARES THE AGGREGATE NUMBER OF SHARES FOR
WHICH STOCK OPTIONS MAY BE GRANTED UNDER THE PLAN, AND PROXIES SOLICITED BY
THE BOARD WILL BE VOTED IN FAVOR OF SUCH AMENDMENT UNLESS A STOCKHOLDER HAS
INDICATED OTHERWISE ON THE PROXY.

INDEPENDENT PUBLIC ACCOUNTANTS

(Notice Item 3)

The Board of Directors has appointed KPMG LLP, independent public
accountants, to audit the financial statements of the Company for the fiscal
year ending June 30, 2000. The Board proposes that the Stockholders ratify
this appointment, although such ratification is not required under Delaware
law or the Company's Restated Certificate of Incorporation or Restated By-
Laws. KPMG LLP audited the Company's financial statements for the fiscal year
ended June 30, 1999. The Company expects that representatives of KPMG LLP will
be present at the Meeting, with the opportunity to make a statement if they so
desire, and will be available to respond to appropriate questions.

The affirmative vote of a majority of the shares voted affirmatively or
negatively at the Meeting is required to ratify the appointment of the
independent public accountants.

In the event that ratification of the appointment of KPMG LLP as the
independent public accountants for the Company is not obtained at the Meeting,
the Board of Directors will reconsider its appointment.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE TO APPROVE THE RATIFICATION OF THE
APPOINTMENT OF KPMG LLP AS INDEPENDENT PUBLIC ACCOUNTANTS, AND PROXIES
SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS
INDICATED OTHERWISE ON THE PROXY.

18
<PAGE>

OTHER MATTERS

The Board of Directors knows of no other business which will be presented
to the Meeting. If any other business is properly brought before the Meeting,
it is intended that proxies in the enclosed form will be voted in respect
thereof in accordance with the judgment of the persons voting the proxies.

STOCKHOLDER PROPOSALS

To be considered for inclusion in the proxy statement relating to the
Annual Meeting of Stockholders to be held in 2000, Stockholder proposals must
be received, marked for the attention of: Secretary, Myriad Genetics, Inc.,
320 Wakara Way, Salt Lake City, Utah 84108, not later than June 17, 2000. To
be considered for presentation at such meeting, although not included in the
proxy statement, proposals must be received no later than September 11, 2000
and no earlier than August 11, 2000.

WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING, YOU ARE URGED TO
FILL OUT, SIGN, DATE AND RETURN THE ENCLOSED PROXY AT YOUR EARLIEST
CONVENIENCE.

By order of the Board of Directors:

/s/ Christopher Wight

Christopher Wight
Secretary
October 15, 1999

THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED JUNE 30,
1999 (OTHER THAN EXHIBITS THERETO) FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION, WHICH PROVIDES ADDITIONAL INFORMATION ABOUT THE COMPANY, IS
AVAILABLE TO BENEFICIAL OWNERS OF THE COMPANY'S COMMON STOCK WITHOUT CHARGE
UPON WRITTEN REQUEST TO: SECRETARY, MYRIAD GENETICS, INC., 320 WAKARA WAY,
SALT LAKE CITY, UTAH 84108 (801-584-3600).

19
<PAGE>

APPENDIX A

MYRIAD GENETICS, INC.

1992 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK OPTION PLAN
(AS AMENDED AND RESTATED SEPTEMBER 24, 1999)

1. DEFINITIONS.
-----------

Unless otherwise specified or unless the context otherwise requires, the
following terms, as used in this Myriad Genetics, Inc. 1992 Employee,
Director and Consultant Stock Option Plan, have the following meanings:

Administrator means the Board of Directors, unless it has delegated
-------------
power to act on its behalf to a committee. (See Paragraph 4)

Affiliate means a corporation which, for purposes of Section 424 of
---------
the Code, is a parent or subsidiary of the Company, direct or
indirect.

Board of Directors means the Board of Directors of the Company.
------------------

Code means the United States Internal Revenue Code of 1986, as
----
amended.

Committee means the Committee to which the Board of Directors has
---------
delegated power to act under or pursuant to the provisions of the
Plan.

Common Stock means shares of the Company's common stock, $.01 par
------------
value.

Company means Myriad Genetics, Inc., a Delaware corporation.
-------

Disability or Disabled means permanent and total disability as defined
---------- --------
in Section 22(e)(3) of the Code.

Fair Market Value of a Share of Common Stock means:
-----------------

(1) If the Common Stock is listed on a national securities exchange
or traded in the over-the-counter market and sales prices are
regularly reported for the Common Stock, either (a) the average of the
closing or last prices of the Common Stock on the Composite Tape or
other comparable reporting system for the ten (10) consecutive trading
days immediately preceding the applicable date or (b) the closing or
last price of the Common Stock on the Composite Tape or other
comparable reporting system for the trading day immediately preceding
the applicable date, as the Administrator shall determine;

(2) If the Common Stock is not traded on a national securities
exchange but is traded on the over-the-counter market, if sales prices
are not regularly reported for the Common Stock for the trading days
or day referred to in clause (1), and if bid and

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<PAGE>

asked prices for the Common Stock are regularly reported, either (a)
the average of the mean between the bid and the asked price for the
Common Stock at the close of trading in the over-the-counter market
for the ten (10) days on which Common Stock was traded immediately
preceding the applicable date or (b) the mean between the bid and the
asked price for the Common Stock at the close of trading in the over-
the-counter market for the trading day on which Common Stock was
traded immediately preceding the applicable date, as the Administrator
shall determine; and

(3) If the Common Stock is neither listed on a national securities
exchange nor traded in the over-the-counter market, such value as the
Administrator, in good faith, shall determine.

ISO means an option meant to qualify as an incentive stock option
---
under Code Section 422.

Key Employee means an employee of the Company or of an Affiliate
------------
(including, without limitation, an employee who is also serving as an
officer or director of the Company or of an Affiliate), designated by
the Administrator to be eligible to be granted one or more Options
under the Plan.

Non-Qualified Option means an option which is not intended to qualify
--------------------
as an ISO.

Option means an ISO or Non-Qualified Option granted under the Plan.
------

Option Agreement means an agreement between the Company and a
----------------
Participant delivered pursuant to the Plan.

Participant means a Key Employee, director or consultant to whom one
-----------
or more Options are granted under the Plan. As used herein,
"Participant" shall include "Participant's Survivors" where the
context requires.

Participant's Survivors means a deceased Participant's legal
-----------------------
representatives and/or any person or persons who acquired the
Participant's rights to an Option by will or by the laws of descent
and distribution.

Plan means this Myriad Genetics, Inc. 1992 Employee, Director and
----
Consultant Stock Option Plan.

Shares means shares of the Common Stock as to which Options have been
------
or may be granted under the Plan or any shares of capital stock into
which the Shares are changed or for which they are exchanged within
the provisions of Paragraph 3 of the Plan. The Shares issued upon
exercise of Options granted under the Plan may be authorized and
unissued shares or shares held by the Company in its treasury, or
both.

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<PAGE>

2. PURPOSES OF THE PLAN.
--------------------

The Plan is intended to encourage ownership of Shares by Key Employees,
directors and certain consultants to the Company in order to attract such
people, to induce them to work for the benefit of the Company or of an Affiliate
and to provide additional incentive for them to promote the success of the
Company or of an Affiliate. The Plan provides for the granting of ISOs and Non-
Qualified Options.

3. SHARES SUBJECT TO THE PLAN.
--------------------------

The number of Shares subject to this Plan as to which Options may be
granted from time to time shall be 3,000,000 or the equivalent of such number of
Shares after the Administrator, in its sole discretion, has interpreted the
effect of any stock split, stock dividend, combination, recapitalization or
similar transaction in accordance with Paragraph 16 of the Plan.

If an Option ceases to be "outstanding", in whole or in part, the Shares
which were subject to such Option shall be available for the granting of other
Options under the Plan. Any Option shall be treated as "outstanding" until such
Option is exercised in full, or terminates or expires under the provisions of
the Plan, or by agreement of the parties to the pertinent Option Agreement.

4. ADMINISTRATION OF THE PLAN.
--------------------------

The Administrator of the Plan will be the Board of Directors, except to the
extent the Board of Directors delegates its authority to a Committee of the
Board of Directors. Following the date on which the Common Stock is registered
under the Securities and Exchange Act of 1934, as amended (the "1934 Act"), the
Plan is intended to comply in all respects with Rule 16b-3 or its successors,
promulgated pursuant to Section 16 of the 1934 Act with respect to Participants
who are subject to Section 16 of the 1934 Act, and any provision in this Plan
with respect to such persons contrary to Rule 16b-3 shall be deemed null and
void to the extent permissible by law and deemed appropriate by the
Administrator. Subject to the provisions of the Plan, the Administrator is
authorized to:

a. Interpret the provisions of the Plan or of any Option or Option
Agreement and to make all rules and determinations which it deems
necessary or advisable for the administration of the Plan;

b. Determine which employees of the Company or of an Affiliate shall be
designated as Key Employees and which of the Key Employees, directors
and consultants shall be granted Options;

c. Determine the number of Shares for which an Option or Options shall be
granted; and

d. Specify the terms and conditions upon which an Option or Options may
be granted;

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<PAGE>

provided, however, that all such interpretations, rules, determinations, terms
and conditions shall be made and prescribed in the context of preserving the tax
status under Code Section 422 of those Options which are designated as ISOs.
Subject to the foregoing, the interpretation and construction by the
Administrator of any provisions of the Plan or of any Option granted under it
shall be final, unless otherwise determined by the Board of Directors, if the
Administrator is other than the Board of Directors.

5. ELIGIBILITY FOR PARTICIPATION.
-----------------------------

The Administrator will, in its sole discretion, name the Participants in
the Plan, provided, however, that each Participant must be a Key Employee,
director or consultant of the Company or of an Affiliate at the time an Option
is granted. Notwithstanding the foregoing, the Administrator may authorize the
grant of an Option to a person not then an employee, director or consultant of
the Company or of an Affiliate. The actual grant of such Option, however, shall
be conditioned upon such person becoming eligible to become a Participant at or
prior to the time of the execution of the Option Agreement evidencing such
Option. ISOs may be granted only to Key Employees. Non-Qualified Options may be
granted to any Key Employee, director or consultant of the Company or an
Affiliate. In no event shall any employee be granted in any calendar year
Options to purchase more than 1,000,000 shares of the Company's Common Stock
pursuant to this Plan. The granting of any Option to any individual shall
neither entitle that individual to, nor disqualify him or her from,
participation in any other grant of Options.

6. TERMS AND CONDITIONS OF OPTIONS.
-------------------------------

Each Option shall be set forth in writing in an Option Agreement, duly
executed by the Company and, to the extent required by law or requested by the
Company, by the Participant. The Administrator may provide that Options be,
granted subject to such conditions as the Administrator may deem appropriate
including, without limitation, subsequent approval by the stockholders of the
Company of this Plan or any amendments thereto. The Option Agreements shall be
subject to at least the following terms and conditions:

A. Non-Qualified Options: Each Option intended to be a Non-Qualified
---------------------
Option shall be subject to the terms and conditions which the
Administrator determines to be appropriate and in the best interest of
the Company, subject to the following minimum standards for any such
Non-Qualified Option:

a. Option Price: The option price (per share) of the Shares covered
by each Option shall be determined by the Administrator but shall
not be less than the par value per share of Common Stock.

b. Each Option Agreement shall state the number of Shares to which
it pertains;

A-4
<PAGE>

c. Each Option Agreement shall state the date or dates on which it
first is exercisable and the date after which it may no longer be
exercised, and may provide that the Option rights accrue or
become exercisable in installments over a period of months or
years, or upon the occurrence of certain conditions or the
attainment of stated goals or events; and

d. Exercise of any Option may be conditioned upon the Participant's
execution of a Share purchase agreement in form satisfactory to
the Administrator providing for certain protections for the
Company and its other shareholders including requirements that:

i. The Participant's or the Participant's Survivors' right to
sell the Shares may be restricted; and

ii. The Participant or the Participant's Survivors may be
required to execute letters of investment intent and must
also acknowledge that the Shares will bear legends noting
any applicable restrictions.

e. On the date of each annual meeting of the Company's shareholders,
each director of the Company who is not (i) an employee of the
Company or (ii) nominated or elected pursuant to or in
satisfaction of a contractual obligation of the Company, provided
that on such dates such director has been in the continued and
uninterrupted service of the Company as a director since his or
her election or appointment, shall be granted a Non-Qualified
Option to purchase 7,500 Shares. Each Option granted under this
subparagraph shall (i) have an exercise price equal to the Fair
Market Value (per share) of the Shares on the date of grant of
the Option, (ii) have a term of ten (10) years, and (iii) shall
become cumulatively exercisable in three (3) equal annual
installments of thirty-three and 33/100 percent (33.33%) each,
upon completion of one full year of service on the Board of
Directors after the date of grant, and continuing on each of the
next two (2) full years of service thereafter. Any director
entitled to receive an Option grant under this subparagraph may
elect to decline the Option. The provisions of Paragraphs 10,
11, 12 and 13 below shall not apply to Options granted pursuant
to this subparagraph.

Except as otherwise provided in the pertinent Option Agreement, if a
director who receives Options pursuant to this subparagraph:

i. ceases to be a member of the Board of Directors of the
Company for any reason other than death or disability, any
then unexercised Options granted to such director may be
exercised by the director within a period of ninety (90)
days after the date the director ceases to be a member of
the Board of Directors, but only to the extent of

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<PAGE>

the number of Shares with respect to which the Options are
exercisable on the date the director ceases to be a member
of the Board of Directors, and in no event later than the
expiration date of the Option; or,

ii. ceases to be a member of the Board of Directors of the
Company by reason of his or her death or Disability, any
then unexercised Options granted to such Director may be
exercised by the Participant (or by the Participant's
personal representative, or the Participant's Survivors)
within a period of one hundred eighty (180) days after the
date the director ceases to be a member of the Board of
Directors, but only to the extent of the number of Shares
with respect to which the Options are exercisable on the
date the director ceases to be a member of the Board of
Directors, and in no event later than the expiration date of
the Option.

B. ISOs: Each Option intended to be an ISO shall be issued only to a Key
----
Employee and be subject to at least the following terms and
conditions, with such additional restrictions or changes as the
Administrator determines are appropriate but not in conflict with Code
Section 422 and relevant regulations and rulings of the Internal
Revenue Service:

a. Minimum standards: The ISO shall meet the minimum standards
required of Non-Qualified Options, as described above, except
clause (a) thereunder.

b. Option Price: Immediately before the Option is granted, if the
Participant owns, directly or by reason of the applicable
attribution rules in Code Section 424(d):

i. Ten percent (10%) or less of the total combined voting power
-------
of all classes of share capital of the Company or an
Affiliate, the Option price per share of the Shares covered
by each Option shall not be less than one hundred percent
(100%) of the Fair Market Value per share of the Shares on
the date of the grant of the Option.

ii. More than ten percent (10%) of the total combined voting
power of all classes of share capital of the Company or an
Affiliate, the Option price per share of the Shares covered
by each Option shall not be less than one hundred ten
percent (110%) of the said Fair Market Value on the date of
grant.

c. Term of Option: For Participants who own

A-6
<PAGE>

i. Ten percent (10%) or less of the total combined voting power
-------
of all classes of share capital of the Company or an
Affiliate, each Option shall terminate not more than ten
(10) years from the date of the grant or at such earlier
time as the Option Agreement may provide;

ii. More than ten percent (10%) of the total combined voting
power of all classes of share capital of the Company or an
Affiliate, each Option shall terminate not more than five
(5) years from the date of the grant or at such earlier time
as the Option Agreement may provide.

d. Limitation on Yearly Exercise: The Option Agreements shall
restrict the amount of Options which may be exercisable in any
calendar year (under this or any other ISO plan of the Company or
an Affiliate) so that the aggregate Fair Market Value (determined
at the time each ISO is granted) of the stock with respect to
which ISOs are exercisable for the first time by the Participant
in any calendar year does not exceed one hundred thousand dollars
($100,000), provided that this subparagraph (e) shall have no
force or effect if its inclusion in the Plan is not necessary for
Options issued as ISOs to qualify as ISOs pursuant to Section
422(d) of the Code.

e. Limitation on Grant of ISOs: No ISOs shall be granted after the
date which is the earlier of ten (10) years from the date of the
-------
adoption of the Plan by the Company and the date of the approval
of the Plan by the shareholders of the Company.

7. EXERCISE OF OPTION AND ISSUE OF SHARES.
--------------------------------------

An Option (or any part or installment thereof) shall be exercised by giving
written notice to the Company at its principal office address, together with
provision for payment of the full purchase price in accordance with this
paragraph for the Shares as to which such Option is being exercised, and upon
compliance with any other condition(s) set forth in the Option Agreement. Such
written notice shall be signed by the person exercising the Option, shall state
the number of Shares with respect to which the Option is being exercised and
shall contain any representation required by the Plan or the Option Agreement.
Payment of the purchase price for the Shares as to which such Option is being
exercised shall be made (a) in United States dollars in cash or by check, or (b)
at the discretion of the Administrator, through delivery of shares of Common
Stock having a fair market value equal as of the date of the exercise to the
cash exercise price of the Option, determined in good faith by the
Administrator, or (c) at the discretion of the Administrator, by delivery of the
grantee's personal recourse note bearing interest payable not less than annually
at no less than 100% of the applicable Federal rate, as defined in Section
1274(d) of the Code, or (d) at the discretion of the Administrator, in
accordance with a cashless exercise program established with a

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<PAGE>

securities brokerage firm, and approved by the Administrator, (e) at the
discretion of the Administrator, by any combination of (a), (b), (c) and (d)
above. Notwithstanding the foregoing, the Administrator shall accept only such
payment on exercise of an ISO as is permitted by Section 422 of the Code.

The Company shall then reasonably promptly deliver the Shares as to which
such Option was exercised to the Participant (or to the Participant's Survivors,
as the case may be). In determining what constitutes "reasonably promptly," it
is expressly understood that the delivery of the Shares may be delayed by the
Company in order to comply with any law or regulation which requires the Company
to take any action with respect to the Shares prior to their issuance. The
Shares shall, upon delivery, be evidenced by an appropriate certificate or
certificates for fully paid, non-assessable Shares.

The Administrator shall have the right to accelerate the date of exercise
of any installment of any Option; provided that the Administrator shall not
accelerate the exercise date of any installment of any Option granted to any Key
Employee as an ISO (and not previously converted into a Non-Qualified Option
pursuant to paragraph 19) if such acceleration would violate the annual vesting
limitation contained in Section 422(d) of the Code, as described in paragraph
6(e).

The Administrator may, in its discretion, amend any term or condition of an
outstanding Option provided (i) such term or condition as amended is permitted
by the Plan, (ii) any such amendment shall be made only with the consent of the
Participant to whom the Option was granted, or in the event of the death of the
Participant, the Participant's Survivors, if the amendment is adverse to the
Participant, (iii) any such amendment of any ISO shall be made only after the
Administrator, after consulting the counsel for the Company, determines whether
such amendment would constitute a "modification" of any Option which is an ISO
(as that term is defined in Section 424(h) of the Code) or would cause any
adverse tax consequences for the holders of such ISO, and (iv) with respect to
any Option held by any Participant who is subject to the provisions of Section
16(a) of the 1934 Act, any such amendment shall be made only after the
Administrator, after consulting with counsel for the Company, determines whether
such amendment would constitute the grant of a new Option.

8. RIGHTS AS A SHAREHOLDER.
-----------------------

No Participant to whom an Option has been granted shall have rights as a
shareholder with respect to any Shares covered by such Option, except after due
exercise of the Option and tender of the full purchase price for the Shares
being purchased pursuant to such exercise and registration of the Shares in the
Company's share register in the name of the Participant.

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<PAGE>

9. ASSIGNABILITY AND TRANSFERABILITY OF OPTIONS.
--------------------------------------------

By its terms, an Option granted to a Participant shall not be transferable
by the Participant other than (i) by will or by the laws of descent and
distribution, or (ii) as otherwise determined by the Administrator and set forth
in the applicable Option agreement. The designation of a beneficiary of an
Option by a Participant shall not be deemed a transfer prohibited by this
Paragraph. Except as provided above, an Option shall only be exercisable,
during the Participant's lifetime, by the Participant (or by his or her legal
representative)and shall not be assigned, pledged or hypothecated in any way
(whether by operation of law or otherwise) and shall not be subject to
execution, attachment or similar process. Any attempted transfer, assignment,
pledge, hypothecation or other disposition of any Option or of any rights
granted thereunder contrary to the provisions of this Plan, or the levy of any
attachment or similar process upon an Option, shall be null and void.

10. EFFECT OF TERMINATION OF SERVICE OTHER THAN "FOR CAUSE".
-------------------------------------------------------

Except as otherwise provided in the pertinent Option Agreement, in the
event of a termination of service (whether as an employee, director or
consultant) with the Company or an Affiliate before the Participant has
exercised all Options, the following rules apply:

a. A Participant who ceases to be an employee, director or consultant of
the Company or of an Affiliate (for any reason other than termination
"for cause", Disability, or death for which events there are special
rules in Paragraphs 11, 12, and 13, respectively), may exercise any
Option granted to him or her to the extent that the right to purchase
Shares has accrued on the date of such termination of service, but
only within such term as the Administrator has designated in the
pertinent Option Agreement.

b. In no event may an Option Agreement provide, if the Option is intended
to be an ISO, that the time for exercise be later than three (3)
months after the Participant's termination of employment.

c. The provisions of this paragraph, and not the provisions of Paragraph
12 or 13, shall apply to a Participant who subsequently becomes
disabled or dies after the termination of employment, director status
or consultancy, provided, however, in the case of a Participant's
death within three (3) months after the termination of employment,
director status or consulting, the Participant's Survivors may
exercise the Option within one (1) year after the date of the
Participant's death, but in no event after the date of expiration of
the term of the Option.

d. Notwithstanding anything herein to the contrary, if subsequent to a
Participant's termination of employment, termination of director
status or termination of consultancy, but prior to the exercise of an
Option, the Board of Directors determines that, either prior or
subsequent to the Participant's termination, the

A-9
<PAGE>

Participant engaged in conduct which would constitute "cause", then
such Participant shall forthwith cease to have any right to exercise
any Option.

e. A Participant to whom an Option has been granted under the Plan who is
absent from work with the Company or with an Affiliate because of
temporary disability (any disability other than a permanent and total
Disability as defined in Paragraph 1 hereof), or who is on leave of
absence for any purpose, shall not, during the period of any such
absence, be deemed, by virtue of such absence alone, to have
terminated such Participant's employment, director status or
consultancy with the Company or with an Affiliate, except as the
Administrator may otherwise expressly provide.

f. Options granted under the Plan shall not be affected by any change of
employment or other service within or among the Company and any
Affiliates, so long as the Participant continues to be an employee,
director or consultant of the Company or any Affiliate, provided,
however, if a Participant's employment by either the Company or an
Affiliate should cease (other than to become an employee of an
Affiliate or the Company), such termination shall affect the
Participant's rights under any Option granted to such Participant in
accordance with the terms of the Plan and the pertinent Option
Agreement.

11. EFFECT OF TERMINATION OF SERVICE "FOR CAUSE".
--------------------------------------------

Except as otherwise provided in the pertinent Option Agreement, the
following rules apply if the Participant's service (whether as an employee,
director or consultant) with the Company or an Affiliate is terminated "for
cause" prior to the time that all of his or her outstanding Options have been
exercised:

a. All outstanding and unexercised Options as of the date the Participant
is notified his or her service is terminated "for cause" will
immediately be forfeited, unless the Option Agreement provides
otherwise.

b. For purposes of this Article, "cause" shall include (and is not
limited to) dishonesty with respect to the employer, insubordination,
substantial malfeasance or non-feasance of duty, unauthorized
disclosure of confidential information, and conduct substantially
prejudicial to the business of the Company or any Affiliate. The
determination of the Administrator as to the existence of cause will
be conclusive on the Participant and the Company.

c. "Cause" is not limited to events which have occurred prior to a
Participant's termination of service, nor is it necessary that the
Administrator's finding of "cause" occur prior to termination. If the
Administrator determines, subsequent to a Participant's termination of
service but prior to the exercise of an Option, that either prior or
subsequent to the Participant's termination the Participant engaged in

A-10
<PAGE>

conduct which would constitute "cause", then the right to exercise any
Option is forfeited.

d. Any definition in an agreement between the Participant and the Company
or an Affiliate, which contains a conflicting definition of "cause"
for termination and which is in effect at the time of such
termination, shall supersede the definition in this Plan with respect
to such Participant.

12. EFFECT OF TERMINATION OF SERVICE FOR DISABILITY.
-----------------------------------------------

Except as otherwise provided in the pertinent Option Agreement, a
Participant who ceases to be an employee, director or consultant of the Company
or of an Affiliate by reason of Disability may exercise any Option granted to
such Participant:

a. To the extent exercisable but not exercised on the date of Disability;
and

b. In the event rights to exercise the Option accrue periodically, to the
extent of a pro rata portion of any additional rights as would have
accrued had the Participant not become Disabled prior to the end of
the accrual period which next ends following the date of Disability.
The proration shall be based upon the number of days of such accrual
period prior to the date of Disability.

A Disabled Participant may exercise such rights only within a period of not
more than one (1) year after the date that the Participant became Disabled,
notwithstanding that the Participant might have been able to exercise the Option
as to some or all of the Shares on a later date if he or she had not become
disabled and had continued to be an employee, director or consultant or, if
earlier, within the originally prescribed term of the Option.

The Administrator shall make the determination both of whether Disability
has occurred and the date of its occurrence (unless a procedure for such
determination is set forth in another agreement between the Company and such
Participant, in which case such procedure shall be used for such determination).
If requested, the Participant shall be examined by a physician selected or
approved by the Administrator, the cost of which examination shall be paid for
by the Company.

13. EFFECT OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT.
---------------------------------------------------------

Except as otherwise provided in the pertinent Option Agreement, in the
event of the death of a Participant to whom an Option has been granted while the
Participant is an employee, director or consultant of the Company or of an
Affiliate, such Option may be exercised by the Participant's Survivors:

a. To the extent exercisable but not exercised on the date of death; and

A-11
<PAGE>

b. In the event rights to exercise the Option accrue periodically, to the
extent of a pro rata portion of any additional rights which would have
accrued had the Participant not died prior to the end of the accrual
period which next ends following the date of death. The proration
shall be based upon the number of days of such accrual period prior to
the Participant's death.

If the Participant's Survivors wish to exercise the Option, they must take
all necessary steps to exercise the Option within one (1) year after the date of
death of such Participant, notwithstanding that the decedent might have been
able to exercise the Option as to some or all of the Shares on a later date if
he or she had not died and had continued to be an employee, director or
consultant or, if earlier, within the originally prescribed term of the Option.

14. PURCHASE FOR INVESTMENT.
-----------------------

Unless the offering and sale of the Shares to be issued upon the particular
exercise of an Option shall have been effectively registered under the
Securities Act of 1933, as now in force or hereafter amended (the "1933 Act"),
the Company shall be under no obligation to issue the Shares covered by such
exercise unless and until the following conditions have been fulfilled:

a. The person(s) who exercise such Option shall warrant to the Company,
prior to the receipt of such Shares, that such person(s) are acquiring
such Shares for their own respective accounts, for investment, and not
with a view to, or for sale in connection with, the distribution of
any such Shares, in which event the person(s) acquiring such Shares
shall be bound by the provisions of the following legend which shall
be endorsed upon the certificate(s) evidencing their Shares issued
pursuant to such exercise or such grant:

"The shares represented by this certificate have been taken for
investment and they may not be sold or otherwise transferred by
any person, including a pledgee, unless (1) either (a) a
Registration Statement with respect to such shares shall be
effective under the Securities Act of 1933, as amended, or (b)
the Company shall have received an opinion of counsel
satisfactory to it that an exemption from registration under such
Act is then available, and (2) there shall have been compliance
with all applicable state securities laws.

b. The Company shall have received an opinion of its counsel that the
Shares may be issued upon such particular exercise in compliance with
the 1933 Act without registration thereunder.

The Company may delay issuance of the Shares until completion of any action
or obtaining of any consent which the Company deems necessary under any
applicable law (including, without limitation, state securities or "blue sky"
laws).

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<PAGE>

15. DISSOLUTION OR LIQUIDATION OF THE COMPANY.
-----------------------------------------

Upon the dissolution or liquidation of the Company, all Options granted
under this Plan which as of such date shall not have been exercised will
terminate and become null and void; provided, however, that if the rights of a
Participant or a Participant's Survivors have not otherwise terminated and
expired, the Participant or the Participant's Survivors will have the right
immediately prior to such dissolution or liquidation to exercise any Option to
the extent that the Option is exercisable as of the date immediately prior to
such dissolution or liquidation.

16. ADJUSTMENTS.
-----------

Upon the occurrence of any of the following events, a Participant's rights
with respect to any Option granted to him or her hereunder which have not
previously been exercised in full shall be adjusted as hereinafter provided,
unless otherwise specifically provided in the written agreement between the
Participant and the Company relating to such Option:

A. Stock Dividends and Stock Splits. If the shares of Common Stock shall
--------------------------------
be subdivided or combined into a greater or smaller number of shares or if the
Company shall issue any shares of Common Stock as a stock dividend on its
outstanding Common Stock, the number of shares of Common Stock deliverable upon
the exercise of such Option shall be appropriately increased or decreased
proportionately, and appropriate adjustments shall be made in the purchase price
per share to reflect such subdivision, combination or stock dividend. The
number of Shares subject to options to be granted to directors pursuant to
Subparagraph e of Paragraph 6 shall also be proportionately adjusted upon the
occurrence of such events.

B. Consolidations or Mergers. If the Company is to be consolidated with
-------------------------
or acquired by another entity in a merger, sale of all or substantially all of
the Company's assets or otherwise (an "Acquisition"), the Administrator or the
board of directors of any entity assuming the obligations of the Company
hereunder (the "Successor Board"), shall, as to outstanding Options, either (i)
make appropriate provision for the continuation of such Options by substituting
on an equitable basis for the Shares then subject to such Options either the
consideration payable with respect to the outstanding shares of Common Stock in
connection with the Acquisition or securities of any successor or acquiring
entity; or (ii) upon written notice to the Participants, provide that all
Options must be exercised (either, to the extent then exercisable or, at the
discretion of the Administrator, all Options being made fully exercisable for
purposes of this subsection), within a specified number of days of the date of
such notice, at the end of which period the Options shall terminate; or (iii)
terminate all Options in exchange for a cash payment equal to the excess of the
Fair Market Value of the shares subject to such Options (either to the extent
then exercisable or, at the discretion of the Administrator, all Options being
made fully exercisable for purposes of this subsection) over the exercise price
thereof.

C. Recapitalization or Reorganization. In the event of a
----------------------------------
recapitalization or reorganization of the Company (other than a transaction
described in subparagraph B above)

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<PAGE>

pursuant to which securities of the Company or of another corporation are issued
with respect to the outstanding shares of Common Stock, a Participant upon
exercising an Option shall be entitled to receive for the purchase price paid
upon such exercise the securities he or she would have received if he or she had
exercised such Option prior to such recapitalization or reorganization.

D. Modification of ISOs. Notwithstanding the foregoing, any adjustments
--------------------
made pursuant to subparagraph A, B or C with respect to ISOs shall be made only
after the Administrator, after consulting with counsel for the Company,
determines whether such adjustments would constitute a "modification" of such
ISOs (as that term is defined in Section 424(h) of the Code) or would cause any
adverse tax consequences for the holders of such ISOs. If the Administrator
determines that such adjustments made with respect to ISOs would constitute a
modification of such ISOs, it may refrain from making such adjustments, unless
the holder of an ISO specifically requests in writing that such adjustment be
made and such writing indicates that the holder has full knowledge of the
consequences of such "modification" on his or her income tax treatment with
respect to the ISO.

17. ISSUANCES OF SECURITIES.
-----------------------

Except as expressly provided herein, no issuance by the Company of shares
of stock of any class, or securities convertible into shares of stock of any
class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares subject to Options. Except as
expressly provided herein, no adjustments shall be made for dividends paid in
cash or in property (including without limitation, securities) of the Company.

18. FRACTIONAL SHARES.
-----------------

No fractional share shall be issued under the Plan and the person
exercising such right shall receive from the Company cash in lieu of such
fractional share equal to the Fair Market Value thereof.

19. CONVERSION OF ISOs INTO NON-QUALIFIED OPTIONS: TERMINATION OF ISOs.
------------------------------------------------------------------

The Administrator, at the written request of any Participant, may in its
discretion take such actions as may be necessary to convert such Participant's
ISOs (or any portions thereof) that have not been exercised on the date of
conversion into Non-Qualified Options at any time prior to the expiration of
such ISOs, regardless of whether the Participant is an employee of the Company
or an Affiliate at the time of such conversion. Such actions may include, but
not be limited to, extending the exercise period or reducing the exercise price
of the appropriate installments of such Options. At the time of such
conversion, the Administrator (with the consent of the Participant) may impose
such conditions on the exercise of the resulting Non-Qualified Options as the
Administrator in its

A-14
<PAGE>

discretion may determine, provided that such conditions shall not be
inconsistent with this Plan. Nothing in the Plan shall be deemed to give any
Participant the right to have such Participant's ISO's converted into Non-
Qualified Options, and no such conversion shall occur until and unless the
Administrator takes appropriate action. The Administrator, with the consent of
the Participant, may also terminate any portion of any ISO that has not been
exercised at the time of such termination.

20. WITHHOLDING.
-----------

In the event that any federal, state, or local income taxes, employment
taxes, Federal Insurance Contributions Act ("F.I.C.A.") withholdings or other
amounts are required by applicable law or governmental regulation to be withheld
from the Optionholder's salary, wages or other remuneration in connection with
the exercise of an Option or a Disqualifying Disposition (as defined in
Paragraph 21), the Optionholder shall advance in cash to the Company, or to any
Affiliate of the Company which employs or employed the Optionholder, the amount
of such withholdings unless a different withholding arrangement, including the
use of shares of the Company's Common Stock, is authorized by the Administrator
(and permitted by law); provided, however, that with respect to persons subject
to Section 16 of the 1934 Act, any such withholding arrangement shall be in
compliance with any applicable provisions of Rule 16b-3 promulgated under
Section 16 of the 1934 Act. For purposes hereof, the fair market value of the
shares withheld for purposes of payroll withholding shall be determined in the
manner provided in Paragraph 1 above, as of the most recent practicable date
prior to the date of exercise. If the fair market value of the shares withheld
is less than the amount of payroll withholdings required, the Optionholder may
be required to advance the difference in cash to the Company or the Affiliate
employer. The Administrator in its discretion may condition the exercise of an
Option for less than the then Fair Market Value on the Participant's payment of
such additional withholding.

21. NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION.
----------------------------------------------

Each Key Employee who receives an ISO must agree to notify the Company in
writing immediately after the Key Employee makes a Disqualifying Disposition of
any shares acquired pursuant to the exercise of an ISO. A Disqualifying
Disposition is any disposition (including any sale) of such shares before the
later of (a) two years after the date the Key Employee was granted the ISO, or
(b) one year after the date the Key Employee acquired shares by exercising the
ISO. If the Key Employee has died before such stock is sold, these holding
period requirements do not apply and no Disqualifying Disposition can occur
thereafter.

22. TERMINATION OF THE PLAN.
-----------------------

The Plan will terminate on November 9, 2002, the date which is ten (10)
years from the earlier of the date of its adoption and the date of its approval
-------
by the shareholders of the Company. The Plan may be terminated at an earlier
date by vote of the shareholders of the Company;

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<PAGE>

provided, however, that any such earlier termination will not affect any Options
granted or Option Agreements executed prior to the effective date of such
termination.

23. AMENDMENT OF THE PLAN AND AGREEMENTS.
------------------------------------

The Plan may be amended by the shareholders of the Company. The Plan may
also be amended by the Administrator, including, without limitation, to the
extent necessary to qualify any or all outstanding Options granted under the
Plan or Options to be granted under the Plan for favorable federal income tax
treatment (including deferral of taxation upon exercise) as may be afforded
incentive stock options under Section 422 of the Code, to the extent necessary
to ensure the qualification of the Plan under Rule 16b-3, at such time, if any,
as the Company has a class of stock registered pursuant to Section 12 of the
1934 Act, and to the extent necessary to qualify the shares issuable upon
exercise of any outstanding Options granted, or Options to be granted, under the
Plan for listing on any national securities exchange or quotation in any
national automated quotation system of securities dealers. Any amendment
approved by the Administrator which is of a scope that requires shareholder
approval in order to ensure favorable federal income tax treatment for any
incentive stock options or requires shareholder approval in order to ensure the
compliance of the Plan with Rule 16b-3 at such time, if any, as the Company has
a class of stock registered pursuant to Section 12 of the 1934 Act, shall be
subject to obtaining such shareholder approval. Any modification or amendment
of the Plan shall not, without the consent of a Participant, affect his or her
rights under an Option previously granted to him or her. With the consent of
the Participant affected, the Administrator may amend outstanding Option
Agreements in a manner which may be adverse to the Participant but which is not
inconsistent with the Plan. In the discretion of the Administrator, outstanding
Option Agreements may be amended by the Administrator in a manner which is not
adverse to the Participant.

24. EMPLOYMENT OR OTHER RELATIONSHIP.
--------------------------------

Nothing in this Plan or any Option Agreement shall be deemed to prevent the
Company or an Affiliate from terminating the employment, consultancy or director
status of a Participant, nor to prevent a Participant from terminating his or
her own employment, consultancy or director status or to give any Participant a
right to be retained in employment or other service by the Company or any
Affiliate for any period of time.

25. GOVERNING LAW.
-------------

This Plan shall be construed and enforced in accordance with the law of the
State of Delaware.

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<PAGE>

APPENDIX B

MYRIAD GENETICS, INC.

THIS PROXY IS BEING SOLICITED BY MYRIAD GENETICS, INC.'S
BOARD OF DIRECTORS

The undersigned, revoking any previous proxies relating to these shares, hereby
acknowledges receipt of the Notice and Proxy Statement dated October 15, 1999 in
connection with the Annual Meeting to be held at 9:00 a.m. on Wednesday,
November 10, 1999 at the offices of Myriad Genetics, Inc., 320 Wakara Way, Salt
Lake City, Utah and hereby appoints Peter D. Meldrum and Jay M. Moyes, and each
of them (with full power to act alone), the attorneys and proxies of the
undersigned, with power of substitution to each, to vote all shares of the
Common Stock of MYRIAD GENETICS, INC. registered in the name provided herein
which the undersigned is entitled to vote at the 1999 Annual Meeting of
Stockholders, and at any adjournments thereof, with all the powers the
undersigned would have if personally present. Without limiting the general
authorization hereby given, said proxies are, and each of them is, instructed to
vote or act as follows on the proposals set forth in said Proxy.

This Proxy when executed will be voted in the manner directed herein. If no
direction is made this Proxy will be voted FOR the election of Directors and FOR
Proposals 2 and 3.

In their discretion the proxies are authorized to vote upon such other matters
as may properly come before the meeting or any adjournments thereof.

Election of Directors (or if any nominee is not available for election, such
substitute as the Board of Directors may designate)

Nominees: Walter Gilbert, Ph.D., Arthur H. Hayes, Jr., M.D., and John J. Horan.

SEE REVERSE SIDE FOR ALL PROPOSALS. If you wish to vote in accordance with the
Board of Directors' recommendations, just sign on the reverse side. You need not
mark any boxes.

(SEE REVERSE SIDE)
------------------

[x] Please mark votes as in this example.

The Board of Directors recommends a vote FOR Proposals 1, 2 and 3.

1. Election of Directors (See reverse).

FOR [_] WITHHELD [_]

--------------------------

[_] For all nominees except as noted above.

2. Proposal to amend the Myriad Genetics, Inc. 1992 Employee, Director and
Consultant Stock Option Plan to increase by 1,000,000 the aggregate number of
shares of Common Stock authorized for issuance thereunder.

[_] FOR [_] AGAINST [_] ABSTAIN

3. Proposal to ratify the appointment of KPMG LLP at the Company's independent
public accountants for the fiscal year ending June 30, 2000.

[_] FOR [_] AGAINST [_] ABSTAIN

Please sign exactly as name(s) appears hereon. Joint
owners should each sign. When signing as attorney,
executor, administrator, trustee or guardian, please
give full title as such.

Signature:______________________ Date________________

Myriad Genetics, Inc.