TRIMERIS INC, DEF 14A, 2000-05-16

TRIMERIS INC
DEF 14A, 2000-05-16
COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH

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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

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 ss.240.14a-11(c) or ss.240.14a-12

TRIMERIS, INC.
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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required. (14a-6(i)(2))
[ ] 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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(5) Total fee paid:

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[ ] Fee previously paid 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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<PAGE>

[GRAPHIC APPEARS HERE]

TRIMERIS, INC.
4727 UNIVERSITY DRIVE, SUITE 100
DURHAM, NORTH CAROLINA 27707

MAY 19, 2000

To the Stockholders of
TRIMERIS, INC.

You are cordially invited to attend the 2000 Annual Meeting of the Stockholders
of Trimeris, Inc., to be held at the North Carolina Biotechnology Center, 15
Alexander Drive, Research Triangle Park, North Carolina 27709, on June 22, 2000
at 2:00 p.m. (local time).

We have enclosed details of the business that we will conduct at the Annual
Meeting and other information about Trimeris, Inc. in the enclosed Notice of
Annual Meeting and Proxy Statement. We urge you to read the Notice of Annual
Meeting and Proxy Statement carefully.

If you do not plan to attend the Annual Meeting, please sign, date, and return
the enclosed proxy promptly in the accompanying reply envelope. If you decide to
attend the Annual Meeting and wish to change your proxy vote, you may do so
automatically by voting in person at the Annual Meeting.

We look forward to seeing you at the Annual Meeting.

Dr. Dani P. Bolognesi
Chief Executive Officer

<PAGE>

YOUR VOTE IS IMPORTANT. TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING,
PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE AND
RETURN IT IN THE ENCLOSED ENVELOPE (TO WHICH NO POSTAGE NEED BE AFFIXED IF
MAILED IN THE UNITED STATES).

TRIMERIS, INC.
4727 UNIVERSITY DRIVE, SUITE 100
DURHAM, NORTH CAROLINA 27707

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 22, 2000

The Annual Meeting of Stockholders of Trimeris, Inc. ("Trimeris" or the
"Company") will be held at the North Carolina Biotechnology Center, 15 Alexander
Drive, Research Triangle Park, North Carolina 27709, on June 22, 2000 at 2:00
p.m. (local time) (the "Annual Meeting") to consider and vote upon the following
matters, which are more fully described in the accompanying Proxy Statement:

1. To elect two members of the Board of Directors for the term of
office stated in the Proxy Statement. The Board has nominated the
following persons for election for the two Class III Director
seats at the Annual Meeting: Dr. Dani P. Bolognesi and Dr.
Richard Crout.

2. To ratify the appointment of KPMG LLP as the Company's
independent accountants for the fiscal year ending December 31,
2000.

3. To consider and approve an amendment to the Company's Amended and
Restated Stock Incentive Plan (the "Stock Incentive Plan") to
increase the number of authorized shares issuable under the Stock
Incentive Plan by 750,000 shares;

4. To consider and approve an amendment to the Company's Third
Amended and Restated Certificate of Incorporation (the
"Certificate of Incorporation") to increase the number of
authorized shares of common stock issuable under the Certificate
of Incorporation by 30,000,000 shares from 30,000,000 shares to
60,000,000 shares; and

5. To transact such other business as may properly come before the
Annual Meeting or any adjournments thereof.

The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice. All stockholders of record at the close of
business on May 15, 2000 will be entitled to vote at the Annual Meeting and at
any adjournments thereof. The transfer books will not be closed. For a period of
at least 10 days prior to the Annual Meeting, a list of stockholders entitled to
vote at the Annual Meeting will be available for inspection during ordinary
business hours at the offices of the Company.

By Order of the Board of Directors,

Timothy J. Creech
Secretary
Durham, North Carolina
May 19, 2000

ABSTENTIONS AND BROKER NONVOTES WILL BE COUNTED FOR PURPOSES OF DETERMINING
WHETHER A QUORUM IS PRESENT AT THE ANNUAL MEETING. WHETHER OR NOT YOU PLAN TO
ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN AND DATE THE ACCOMPANYING PROXY
AND RETURN IT PROMPTLY IN THE ENCLOSED RETURN ENVELOPE, WHICH REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES. YOU MAY
<PAGE>

REVOKE YOUR PROXY IN THE MANNER DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT.
IF YOU ATTEND THE MEETING, YOU MAY VOTE IN PERSON, IF YOU WISH TO DO SO, EVEN IF
YOU HAVE PREVIOUSLY SENT IN YOUR PROXY.

<PAGE>

[GRAPHIC APPEARS HERE]

TRIMERIS, INC.
4727 UNIVERSITY DRIVE, SUITE 100
DURHAM, NORTH CAROLINA 27707

PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD
JUNE 22, 2000

The enclosed proxy is solicited on behalf of the Board of Directors of
Trimeris, Inc., a Delaware corporation ("Trimeris" or the "Company"), for use at
the annual meeting of stockholders to be held at 2:00 p.m. (local time) on June
22, 2000, and at any adjournment or postponement of the annual meeting (the
"Annual Meeting"). The Annual Meeting will be held at the North Carolina
Biotechnology Center, 15 Alexander Drive, Research Triangle Park, North Carolina
27709. All stockholders of record on May 15, 2000 will be entitled to notice of
and to vote at the Annual Meeting. This Proxy Statement and accompanying proxy
(the "Proxy") will be first mailed to stockholders on or about May 19, 2000.

The mailing address of the principal executive office of the Company is 4727
University Drive, Suite 100, Durham, North Carolina 27707.

PURPOSE OF MEETING

The specific proposals to be considered and acted upon at the Annual Meeting
are summarized in the accompanying Notice of Annual Meeting of Stockholders
(collectively, the "Proposals"). Each Proposal is described in more detail in
this Proxy Statement.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

VOTING

On May 15, 2000, the record date for determination of stockholders entitled
to vote at the Annual Meeting, there were 15,649,263 shares of common stock
outstanding. Each holder of common stock is entitled to one vote on all matters
brought before the Annual Meeting.

For the Proposal to elect directors, the two nominees who receive the most
votes will be elected. If you withhold authority to vote for a nominee on your
proxy card, your vote will not count for or against the nominee. For the
Proposal to ratify independent accountants, to amend the Stock Incentive Plan,
and to amend the Certificate of Incorporation, a majority of the votes cast for
the Proposals are required for approval of those Proposals.

Abstentions and broker nonvotes will be counted for purposes of determining
whether a quorum is present at the Annual Meeting. Abstentions will have no
effect on the Proposals. If you hold your shares with a broker and do not
instruct your broker how to vote, your broker has authority to vote on the
Proposals to elect directors, to ratify the independent accountants, and to vote
on the Proposal to amend the Stock Incentive Plan, but does not have authority
to vote on the Proposal to amend the Certificate of Incorporation. Broker
non-votes will have no effect on the Proposal to amend the Certificate of
Incorporation.
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STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information we know with respect to the
beneficial ownership of our common stock as of March 31, 2000, for each person
or group of affiliated persons, who we know to beneficially own more than 5% of
our common stock. The table also sets forth such information for our directors
and executive officers, individually and as a group.

Beneficial ownership is determined in accordance with the rules of the SEC.
Except as indicated by footnote, to our knowledge, the persons named in the
table have sole voting and investment power with respect to all shares of common
stock shown as beneficially owned by them. Options to purchase shares of common
stock that are exercisable within 60 days of March 31, 2000 are deemed to be
beneficially owned by the person holding such options for the purpose of
computing ownership of such person, but are not treated as outstanding for the
purpose of computing the ownership of any other person. Applicable percentage of
beneficial ownership is based on 15,647,682 shares of common stock outstanding
as of March 31, 2000.
<TABLE>
<CAPTION>

PERCENT OF TOTAL
----------------

NUMBER OF SHARES PERCENTAGE
BENEFICIAL OWNER BENEFICIALLY OWNED OWNED
- ---------------- ------------------ -----
<S> <C> <C> <C>
Four Partners (1)................................................... 2,311,400 14.77%
Putnam Investments, Inc. (2)........................................ 1,171,500 7.49
Capital Guardian Trust Company (3).................................. 965,000 6.17
Dani P. Bolognesi (4)............................................... 220,557 1.41
Robert R. Bonczek (5)............................................... 66,178 *
M. Nixon Ellis (6).................................................. -- --
M. Ross Johnson (7)................................................. -- --
Matthew A. Megaro (8)............................................... -- --
Jeffrey M. Lipton (9)............................................... 165,285 1.06
E. Gary Cook (10)................................................... 1,500 *
J. Richard Crout (11)............................................... 24,170 *
Charles A. Sanders (12)............................................. 48,187 *
Jesse I. Treu (13).................................................. 30,667 *
All executive officers and directors as a group
(ten persons) (14).................................................. 555,044 3.55
</TABLE>

* Less than one percent.

(1) Based on Schedule 13G filed with the SEC on March 10, 2000, Four Partners
held sole or shared voting power and sole or shared dispositive power as to
all of such shares. Four Partners' address is c/o Thomas J. Tisch, 667
Madison Avenue, New York, New York 10021.

(2) Based on Schedule 13G filed with the SEC on February 18, 2000, Putnam
Investments, Inc. held sole voting power and sole dispositive power as to
all of such shares. Putnam Investments, Inc.'s address is One Post Office
Square, Boston, Massachusetts 02109.

(3) Based on Schedule 13G filed with the SEC on February 11, 2000, Capital
Guardian Trust Company held sole voting power and sole dispositive power as
to all of such shares. Capital Guardian Trust Company's address is 11000
Santa Monica Boulevard, Los Angeles, California 90025-3384.

(4) Includes 129,300 shares that Dr. Bolognesi may acquire pursuant to stock
options exercisable within 60 days after March 31, 2000. Includes the
following shares as to which Dr. Bolognesi disclaims beneficial ownership:
11,765 shares beneficially owned by James C. Bolognesi Irrevocable Trust,
for which James C. Bolognesi, Dr. Bolognesi's son, is the sole beneficiary
and Sarah Bolognesi, Dr. Bolognesi's wife, is the sole trustee; 11,765
shares beneficially owned by Michael P. Bolognesi Irrevocable Trust, for
which Michael P. Bolognesi, Dr. Bolognesi's son, is the sole beneficiary
and Sarah Bolognesi is the sole trustee; 450 shares beneficially owned

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by Michael P. Bolognesi, Dr. Bolognesi's son who shares Dr. Bolognesi's
house; and 11,153 shares that Sarah Bolognesi may acquire pursuant to
certain stock options exercisable within 60 days after March 31, 2000.

(5) Mr. Bonczek was named Chief Financial Officer in March 2000 and General
Counsel in April 2000. From September 1999 through March 2000, Mr. Bonczek
was Acting Chief Financial Officer and Acting Chief Administrative Officer.
Includes 46,862 shares that Mr. Bonczek may acquire pursuant to stock
options exercisable within 60 days after March 31, 2000.

(6) Dr. Ellis was named Executive Vice President and Chief Business Officer in
March 2000.

(7) Dr. Johnson was named President and Chief Executive Officer in March 1996,
and resigned as President, Chief Executive Officer and Chief Scientific
Officer in March 1999. Dr. Johnson is no longer subject to the reporting
requirements of Section 16, and consequently, his stock ownership is not
determinable.

(8) Mr. Megaro was named Chief Financial Officer in March 1995, was named
Secretary in June 1997, was named President in March 1999 and resigned as
President, Chief Financial Officer and Secretary in September 1999. Mr.
Megaro is no longer subject to the reporting requirements of Section 16,
and consequently, his stock ownership is not determinable.

(9) Includes 20,000 shares that Mr. Lipton may acquire pursuant to stock
options exercisable within 60 days after March 31, 2000. Includes the
following shares as to which Mr. Lipton disclaims beneficial ownership:
4,000 shares beneficially owned by Shelley Lipton, Mr. Lipton's wife, 150
shares beneficially owned by Caroline Dickens, Mr. Lipton's niece who
shares Mr. Lipton's house and 380 shares beneficially owned by Caroline
Dickens Trust, for which Caroline Dickens, Mr. Lipton's niece who shares
Mr. Lipton's house, is the sole beneficiary and Shelley Lipton, Mr.
Lipton's wife, is the sole trustee.

(10) Includes the following shares as to which Dr. Cook disclaims beneficial
ownership: 1,500 shares beneficially owned by Brenda B. Cook, Dr. Cook's
wife.

(11) Includes 20,000 shares that Dr. Crout may acquire pursuant to stock options
exercisable within 60 days after March 31, 2000. Includes the following
shares as to which Dr. Crout disclaims beneficial ownership: 1,500 shares
beneficially owned by Keith R. Crout Irrevocable Trust, for which Keith R.
Crout, Dr. Crout's son who shares Dr. Crout's house, is the sole
beneficiary and Linda C. Spevacek, Dr. Crout's daughter, is the sole
trustee; 170 shares beneficially owned by Keith R. Crout, Dr. Crout's son
who shares Dr.Crout's house, 400 shares beneficially owned by Carol K.
Crout, Dr. Crout's wife, and 100 shares beneficially owned by Norman T.
Crout Testamentary Trust, for which Norman T. Crout, Dr. Crout's nephew, is
the sole beneficiary and Dr. Crout is the sole trustee.

(12) Includes 38,383 shares that Dr. Sanders may acquire pursuant to stock
options exercisable within 60 days after March 31, 2000.

(13) Includes 11,667 shares that Dr. Treu may acquire pursuant to stock options
exercisable within 60 days after March 31, 2000.

(14) See notes (1) - (13).

REVOCABILITY OF PROXIES

Any person giving a proxy has the power to revoke it at any time before its
exercise. It may be revoked by filing a notice of revocation or another signed
Proxy with a later date with the Secretary of Trimeris at our principal
executive office, 4727 University Drive, Suite 100, Durham, North Carolina
27707. You may also revoke your Proxy by attending the Annual Meeting and voting
in person.

PROXY SOLICITATION

We will bear the entire cost of solicitation, including the preparation,
assembly, printing and mailing of this Proxy Statement, the Proxy and any
additional soliciting materials furnished to stockholders. Copies of
solicitation materials will be furnished to brokerage houses, fiduciaries and
custodians holding shares in their names that are

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<PAGE>

beneficially owned by others so that they may forward the solicitation materials
to such beneficial owners. In addition, we may reimburse such persons for their
costs of forwarding the solicitation materials to such beneficial owners. The
original solicitation of proxies by mail may be supplemented by solicitation by
telephone, telegram or other means by our directors, officers, employees or
agents. No additional compensation will be paid to these individuals for any
such services. We presently intend to retain the services of Corporate Investor
Communications, Inc., a proxy solicitation firm, and expect to pay approximately
$5,000 for such services.

PROPOSAL 1

ELECTION OF DIRECTORS

Our Board of Directors is currently composed of six members. In accordance
with the terms of our Third Amended and Restated Certificate of Incorporation,
our Board of Directors is divided into three classes, denominated Class I, Class
II and Class III, with members of each class holding office for staggered
three-year terms. At each annual stockholder meeting, the successors to the
Directors whose terms expire will be elected to serve from the time of their
election and qualification until the third annual meeting of stockholders
following their election or until a successor has been duly elected and
qualified. Each person nominated for election has agreed to serve if elected,
and management has no reason to believe that any nominee will be unavailable to
serve.

VOTE REQUIRED

The two candidates for the class of directors whose terms begin at the 2000
Annual Meeting of Stockholders receiving the highest number of affirmative votes
of the stockholders entitled to vote at the Annual Meeting will be elected
directors of Trimeris. Unless otherwise instructed, the proxyholders will vote
each returned proxy for the nominees named below for election, or for as many
nominees of the Board of Directors as possible, such votes to be distributed
among such nominees in the manner as the proxyholders see fit.

RECOMMENDATION OF THE BOARD OF DIRECTORS

The Board of Directors unanimously recommends a vote FOR the nominees listed
below.

NOMINEES

The following table sets forth information regarding the nominees:
<TABLE>
<CAPTION>
YEAR FIRST CLASS
ELECTED TERMINATION
NAME DIRECTOR AGE YEAR POSITION
- ---- -------- --- ---- --------
<S> <C> <C> <C> <C>
Dani P. Bolognesi, Ph.D. 1993 59 2003 Chief Executive Officer and Chief
Scientific Officer of Trimeris,
Director
J. Richard Crout, M.D. 1998 70 2003 Director
</TABLE>

BUSINESS EXPERIENCE OF NOMINEES FOR ELECTION TO TERMS EXPIRING IN 2003

DANI P. BOLOGNESI, PH.D. is a founder of Trimeris, has been a director since its
inception and was named Chief Executive Officer and Chief Scientific Officer in
March 1999. Dr. Bolognesi held a number of positions at Duke University from
1971 to March 1999, and served as James B. Duke Professor of Surgery, Professor
of Microbiology/Immunology, Vice Chairman of the Department of Surgery for
Research and Development and Director of the Duke University Center for AIDS
Research from 1989 to March 1999. From 1988 to March 1999, Dr. Bolognesi was the
Director of the Central Laboratory Network that supports all HIV vaccine
clinical trials sponsored by the National Institutes of Health. Dr. Bolognesi
received his Ph.D. degree in Virology from Duke University.

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companies on the development of new products. From 1984 to 1993, Dr. Crout was
Vice President, Medical and Scientific Affairs with Boehringer Mannheim
Pharmaceuticals Corp. From 1973 to 1982, Dr. Crout was Director of the Bureau of
Drugs, now known as the Center for Drug Evaluation and Research at the U.S. Food
and Drug Administration. Dr. Crout serves on the Boards of Directors of Genelabs
Technologies, Inc., and GelTex Corporation. Dr. Crout received an M.D. degree
from Northwestern University Medical School.

BOARD MEETINGS AND COMMITTEES

Our Board of Directors met a total of 12 times during the year ended
December 31, 1999. Each of the directors attended at least 75% of the aggregate
of (i) the total number of meetings of the Board and (ii) the total number of
meetings held by all committees of the Board on which he served.

The Board has a standing Compensation Committee currently composed of
Messrs. Lipton, Sanders and Cook. The Compensation Committee met two times in
1999. The Compensation Committee reviews and acts on matters relating to
compensation levels and benefit plans for our executive officers and key
employees, including salary and stock options. The Compensation Committee is
also responsible for granting stock awards, stock options and stock appreciation
rights and other awards to be made under our existing incentive compensation
plans. The Compensation Committee is also responsible for corporate governance
issues, including nomination of new directors, ongoing evaluation of the
executive management team and other related issues.

The Board also has a standing Audit Committee composed of Messrs. Lipton,
Crout, Sanders and Treu. The Audit Committee met one time in 1999. The Audit
Committee assists in selecting the independent accountants, designating the
services they are to perform and in maintaining effective communication with
those accountants. In February 2000, the Board elected Mr. Lipton as the
chairman of the Audit Committee.

DIRECTOR COMPENSATION

We reimburse our directors for all reasonable and necessary travel and other
incidental expenses incurred in connection with their attendance at meetings of
the Board. Directors do not receive additional compensation in connection with
their attendance at meeting. In addition, all eligible non-employee directors,
except the Chairman, automatically receive an option to purchase 10,000 shares
of common stock at each annual meeting of stockholders and the Chairman
automatically receives an option to purchase 15,000 shares of common stock at
each annual meeting of stockholders. In addition, all eligible non-employee
directors serving as a member of the Compensation Committee or Audit Committee,
except the director serving as chairman of the committee, receive an option to
purchase 1,250 shares of common stock at each annual meeting of stockholders and
the eligible non-employee director serving as chairman of any of these
committees receives an option to purchase 2,500 shares of common stock at each
annual meeting of stockholders. These options will have an exercise price equal
to 100% of the fair market value of our common stock on the grant date and will
become exercisable after the completion of one year of service following the
grant. Newly-elected directors will be granted an option to purchase 20,000
shares of common stock, with the options vesting ratably over the director's
three year term. These options have an exercise price equal to 100% of the fair
market value of our common stock on the grant date.

PROPOSAL 2

RATIFICATION OF INDEPENDENT ACCOUNTANTS

We are asking the stockholders to ratify the selection of KPMG LLP as our
independent accountants for the year ending December 31, 2000.

VOTE REQUIRED

The affirmative vote of a majority of the stockholders represented and
voting at the Annual Meeting will be required to ratify the selection of KPMG
LLP as our independent accountants for the year ending December 31, 2000.

Representatives of KPMG LLP are expected to be present at the Annual
Meeting, will have the opportunity to make a statement if they desire to do so
and will be available to respond to appropriate questions.

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<PAGE>

RECOMMENDATION OF THE BOARD OF DIRECTORS

The Board of Directors unanimously recommends a vote FOR the ratification
and approval of the selection of KPMG LLP to serve as our independent
accountants for the year ending December 31, 2000.

PROPOSAL 3

AMENDMENT TO THE TRIMERIS, INC. AMENDED AND RESTATED STOCK INCENTIVE PLAN

The Trimeris, Inc. Amended and Restated Stock Incentive Plan (the "Stock
Incentive Plan") was adopted by the Board and approved by the stockholders in
October 1997. A copy of the Stock Incentive Plan is attached to the Proxy as
Appendix A. You are being asked to vote on a Proposal to approve an amendment to
the Stock Incentive Plan to increase the number of shares of common stock
available for issuance under the Stock Incentive Plan by 750,000 shares to a
total of 3,352,941 shares of common stock. The Board adopted the amendment on
April 26, 2000 subject to stockholder approval at the Annual Meeting. The Board
believes the amendment is necessary to provide us with a sufficient reserve of
common stock for future option grants needed to attract, employ, and retain
employees, directors, and consultants of outstanding ability.

DESCRIPTION OF THE STOCK INCENTIVE PLAN

Our Stock Incentive Plan provides for the grant of incentive stock options,
restricted stock or other stock based awards to our employees, including
directors who are employees, and for the grant of nonstatutory stock options,
restricted stock or other stock-based awards to our employees, officers,
directors, consultants and advisors. Our Stock Incentive Plan is administered by
our compensation committee. A maximum of 2,602,941 shares are authorized for
issuance under the Stock Incentive Plan. If the Stockholders approve Proposal
No. 3, a maximum of 3,352,941 shares of common stock will be authorized for
issuance under the Stock Incentive Plan of which approximately 697,000 shares
have been exercised and are issued and outstanding. At March 31, 2000, there
were approximately 199,000 shares authorized and available for grant and there
were approximately 96 employees, officers, directors, consultants and advisors
eligible to participate under the Stock Incentive Plan. The exercise price of
all stock options granted under our Stock Incentive Plan must be at least equal
to the fair market value of the common stock on the date of grant. Our plan does
not permit a change in the exercise price of any option previously granted
except as otherwise permitted pursuant to our Stock Incentive Plan, such as in
the event of a stock split or merger, and the applicable section of the Internal
Revenue Code.

If an optionee ceases to be employed for any reason other than death or
disability, each outstanding option held by the optionee will terminate and
cease to be exercisable no later than three months after the date the optionee
ceases to be employed by us. If an optionee dies, all of his or her options
become exerciseable immediately. The Stock Incentive Plan provides that any
option granted to a participant who is subject to the provisions of Section 16
of the Exchange Act shall not become exercisable for a period of at least six
months following the date of grant.

If:

o we merge with or consolidate into another corporation, which results in our
stockholders owning less than 60% of the voting power of the voting
securities of the surviving or successor corporation following the
transaction,

o we sell all or substantially all of our assets,

o we completely liquidate, or

o someone acquires 50% or more of the voting power of our outstanding
securities, except through a merger, consolidation or an acquisition of our
securities directly from us,

then all restricted stock awards shall become fully vested and free of all
restrictions and all other stock-based awards shall become fully vested,
exercisable or free of all restrictions, as the case may be.

In the event of an acquisition of 50% or more of the voting power of our
outstanding securities, except through a merger, consolidation or an acquisition
of our securities directly from us, then all options and stock appreciation

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rights become fully vested and exercisable. If we execute an agreement to:

o merge or consolidate and our stockholders before the transaction own less
than 60% of the voting power of the voting securities of the surviving or
successor corporation following the transaction,

o sell all or substantially all of our assets, or

o completely liquidate,

then all options and stock appreciation rights become fully vested and
exercisable and the Board of Directors may, in its discretion, terminate any
unexercised awards, or permit the acquiring or succeeding corporation to assume
or substitute equivalent options or stock appreciation rights for ours.

The Board of Directors may terminate or amend the Stock Incentive Plan at
any time. Our stockholders must approve any increase in the total number of
shares available under the Stock Incentive Plan. No awards may be made under the
Stock Incentive Plan after September 2007.

New Plan Benefits and Option Grant Table

Because the Stock Incentive Plan is discretionary, benefits to be received
by individual optionees are not determinable. However, each of the Directors
serving at the Annual Meeting will receive an automatic option grant to purchase
10,000 shares on the date of the Annual Meeting with an exercise price per share
equal to the closing price per share of common stock on the date of the Annual
Meeting. The table below shows, as to each of the Named Executive Officers named
in the Summary Compensation Table and the various indicated groups, (i) the
number of shares of common stock for which options have been granted under the
Stock Incentive Plan for the one-year period ending December 31, 1999 plus the
period through March 31, 2000 and (ii) the weighted average exercise price per
share.
<TABLE>
<CAPTION>

Weighted Average
Number of Exercise Price of
Name and Position Option Shares Granted Options
- ----------------- ------------- ---------------
<S> <C> <C>
Dani P. Bolognesi
Chief Executive Officer and
Chief Scientific Officer 235,000 $ 11.63

Robert R. Bonczek
Chief Financial Officer and General Counsel 150,000 15.63

M. Nixon Ellis
Executive Vice President and
Chief Business Officer 100,000 49.94

M. Ross Johnson
Former President, Chief Executive Officer and
Chief Scientific Officer (1) -- --

Matthew A. Megaro
Former President, Chief Financial Officer,
and Secretary (2) -- --

All current executive officers as a group (3 persons) 485,000 20.76

All current directors (other than executive officers) as a
group (5 persons) 75,000 23.39

All employees, including current officers who are not
executive officers as a group (74 persons) 486,450 13.27
------------------------------------------
</TABLE>

7
<PAGE>

(1) Dr. Johnson was named President and Chief Executive Officer in March 1996,
and resigned as President, Chief Executive Officer and Chief Scientific Officer
in March 1999.

(2) Mr. Megaro was named Chief Financial Officer in March 1995, was named
Secretary in June 1997, was named President in March 1999 and resigned as
President and Chief Financial Officer in September 1999.

Tax Effects of Stock Incentive Plan Participation

The following briefly summarizes the federal income tax consequence of the
issuance and exercise of stock options and other stock awards under the Stock
Incentive Plan. The following discussion does not purport to be complete and
does not cover, among other things, the state, local, and foreign tax treatment
associated with the grant and exercise of options.

NONQUALIFIED STOCK OPTIONS. An optionee will not be taxed when he receives a
nonqualified stock option ("NQSO"). When the optionee exercises an NQSO, he will
generally owe taxes on ordinary income on the difference between the value of
the shares he receives and the price he pays, with the "spread" treated like
additional salary for an employee. He may then owe taxes again if and when he
sells the shares. That tax would be on the difference between the price he
received for the shares and his "basis," which is the sum of the price he
originally paid plus the value of the shares on which he originally paid income
taxes. Depending upon how long he held the shares before selling, he may be
eligible for favorable tax rates for certain kinds of capital gains. In
additional, we will receive an income tax deduction for any amounts of "ordinary
income" to him.

INCENTIVE STOCK OPTIONS. An optionee will not be taxed when he receives an
incentive stock option ("ISO") and will not be taxed when he exercises an ISO,
unless he is subject to the alternative minimum tax ("AMT"). If he holds the
shares purchased upon exercise of the ISO ("ISO Shares") for more than one year
after the date he exercised the option and for more than two years after the
option grant date, he generally will realize long-term capital gain or loss
(rather than ordinary income or loss) when he sells or otherwise disposes of the
ISO Shares. This gain or loss will equal the difference between the amount
realized upon such disposition and the amount paid for the ISO Shares.

If the optionee sells the ISO Shares in a "disqualifying disposition" (that is,
within one year from the date he exercises the ISO or within two years from the
date of the ISO grant), he generally will recognize ordinary compensation income
equal to the lesser of (1) the fair market value of the shares on the date of
exercise minus the price he paid or (2) the amount he realized on the sale. For
a gift or another disqualifying disposition where a loss, if sustained, would
not usually be recognized, he will recognize ordinary income equal to the fair
market value of the shares on the date of exercise minus the price he paid. Any
amount realized on a disqualifying disposition that exceeds the amount treated
as ordinary compensation income (or any loss realized) will be a long-term or a
short-term capital gain (or loss), depending, under current law, on whether he
held the shares for at least 12 months. We can generally take a tax deduction on
a disqualifying disposition corresponding to the ordinary compensation income he
recognized but cannot deduct the amount of the capital gains.

ALTERNATIVE MINIMUM TAX. The difference between the exercise price and the fair
market value of the ISO Shares on the date of exercise is an adjustment to
income for purposes of AMT. The AMT (imposed to the extent it exceeds the
taxpayer's regular tax) is a certain percentage of an individual taxpayer's
alternative minimum taxable income that is lower than the regular tax rate but
covers more income. Taxpayers determine their alternative minimum taxable income
by adjusting regular taxable income for certain items, increasing that income by
certain tax preference items, and reducing this amount by the applicable
exemption amount. If a disqualifying disposition of the ISO Shares occurs in the
same calendar year as exercise of the ISO, there is no AMT adjustment with
respect to those ISO Shares. Also, upon a sale of ISO Shares that is not a
disqualifying disposition, alternative minimum taxable income is reduced when he
sells by the excess of the fair market value of the ISO Shares at exercise over
the amount paid for the ISO Shares.

EXERCISE BY DELIVERY OF PREVIOUSLY ACQUIRED SHARES. Generally, an optionee will
not recognize gain or loss upon the transfer to the Company of previously
acquired shares of common stock (the "Old Shares") in payment of all or a
portion of the exercise price of shares of common stock (the "New Shares")
acquired through the exercise of an option. The optionee's basis and holding
period in the Old Shares are transferred to that number of New Shares that
equals the number of Old Shares tendered in payment of the exercise price.
Additional New Shares have a basis

8
<PAGE>

equal to any income recognized by the optionee on exercise plus any cash paid in
payment of the exercise price. However, if Old Shares are used to exercise an
ISO, the disposition of the Old Shares will be taxable generally in accordance
with the rules discussed above if the Old Shares were acquired by exercising an
ISO and have not been held for the requisite holding period.

RESTRICTED STOCK. With respect to awards granted under the Stock Incentive Plan
involving the issuance of shares that are restricted as to transferability and
subject to a substantial risk of forfeiture, the participant generally must
recognize ordinary income equal to the fair market value of the shares at the
first time the shares become transferable or are not subject to a substantial
risk of forfeiture, whichever occurs earlier. The participant may be able to
accelerate the taxation by filing a notice with the Internal Revenue Service to
treat the property as taxable even though subject to restrictions. We generally
will be entitled to a deduction in an amount equal to the ordinary income
recognized by the participant, either eventually or by this acceleration
election.

STOCK AWARDS. With respect to awards granted under the Stock Incentive Plan that
result in the issuance of shares that are not restricted as to transferability
or not subject to a substantial risk of forfeiture, the participant generally
must recognize ordinary income equal to the fair market value of shares
received. We generally will be entitled to a deduction in an amount equal to the
ordinary income recognized by the participants.

TAX WITHHOLDING UNDER THE CODE. We will be required to withhold taxes in some
circumstances associated with the participants' receiving compensation. Under
the Stock Incentive Plan, we may permit the optionee to have us withhold all or
a portion of the shares of the Company that the optionee acquires upon the
exercise of an option to satisfy estimated or actual federal, state or local
income taxes. We may also permit the optionee to delivery other previously
acquired shares (other than restricted stock) for the purpose of tax
withholding. The election to withhold must be made prior to or on the date on
which the tax obligation arises.

PAYMENTS UPON CHANGE IN CONTROL. The Stock Incentive Plan provides for the
acceleration of payment of awards and related shares of common stock in the
event of certain acquisition events or other change in control of the Company,
as defined in the Stock Incentive Plan. Acceleration of payment may cause part
or all of the consideration involved to be treated as a "parachute payment"
under the Code, which may subject the recipient to a 20% excise tax and which
may not be deductible by the Company for federal income tax purposes.

This is a summary of the general principles of current federal income tax law
applicable to the purchase of shares under the Stock Incentive Plan. While we
believe that the description accurately summarizes existing provisions of the
Code, and its legislative history and regulations, and the applicable
administrative and judicial interpretations, theses statements are only
summaries, and the rules in question are quite detailed and complicated.
Moreover, legislative, administrative and regulatory or judicial changes or
interpretations may occur that would modify these statements. Individual
financial situations may vary, and state and local tax consequences may be
significant. Therefore, no one should act based on this description without
consulting his own tax advisors concerning the tax consequences of purchasing
shares under the Stock Incentive Plan and disposing of those shares. In
addition, different rules may apply if the optionee is subject to foreign tax
laws or pays the exercise price using shares he already owns.

VOTE REQUIRED

The affirmative vote of a majority of the stockholders represented and voting
at the Annual Meeting will be required to approve the amendment to the Stock
Incentive Plan.

RECOMMENDATION OF THE BOARD OF DIRECTORS

The Board of Directors unanimously recommends a vote FOR the approval of the
amendment to our Amended and Restated Stock Incentive Plan to increase the
number of shares available for grant by 750,000 shares.

9
<PAGE>

PROPOSAL 4

AMENDMENT TO THE TRIMERIS, INC. THIRD AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION

The Trimeris, Inc. Third Amended and Restated Certificate of Incorporation
(the "Certificate of Incorporation") was adopted by the Board and approved by
the stockholders in October 1997. A copy of the Certificate of Incorporation is
attached to the Proxy as Appendix B. You are being asked to vote on a Proposal
to approve an amendment to the Certificate of Incorporation to increase the
number of shares of common stock, $.001 par value per share, authorized for
issuance under the Certificate of Incorporation, by 30,000,000 shares to a total
of 60,000,000 shares of common stock authorized for issuance. The Board adopted
the amendment on April 26, 2000 subject to stockholder approval at the Annual
Meeting. If this Proposal is approved, the additional shares would be part of
the existing class of common stock, and, if and when issued, would have the same
rights and privileges as the shares of common stock presently issued and
outstanding.

As of March 31, 2000, we had 15,647,682 shares of common stock outstanding.
An additional 2,655,942 shares were reserved for future issuance under our stock
incentive plans, of which 1,706,934 shares were covered by outstanding options
and 949,008 shares were available for future grant or purchase (including
750,000 shares subject to stockholder approval pursuant to Proposal 3 which is
described above).

The Board believes the amendment is necessary to provide us with a
sufficient reserve of shares of common stock to provide us with adequate
flexibility to issue more shares of common stock in the future for proper
corporate purposes that may be identified by the Board from time to time, such
as financings, acquisitions, strategic business relationships, stock dividends,
including stock splits in the form of stock dividends, or issuances under our
benefit plans. Having additional authorized shares of common stock available for
issuance in the future would give us greater flexibility and allow shares of
common stock to be issued without the expense and delay of a stockholders'
meeting, except as may be required by applicable law or regulations. We have no
present agreement, commitment, plan or intent to issue any of the additional
shares of common stock provided for in this Proposal. The increase in authorized
shares of our common stock also could be used to make more difficult a change in
control of us. Though we have no current plan or intention to issue such shares
as a takeover defense, the additional authorized shares of common stock could be
used to discourage persons from attempting to gain control of us or make more
difficult the removal of management. Management is not currently aware of any
specific effort to obtain control of us by means of a merger, tender offer,
solicitation in opposition to management or otherwise. If this Proposal is
approved, the additional authorized shares of common stock, as well as the
currently authorized but unissued shares of common stock (but for those shares
which are reserved for issuance), would be immediately available in the future
for such corporate purposes as the Board deems advisable from time to time
without further action by the stockholders, unless such action is required by
applicable law or any stock exchange or securities market upon which our shares
may be listed.

It should be noted that, subject to the limitations as discussed above,
all of the types of Board action described in the preceding paragraph can
currently be taken and the power of the Board to take such actions would not be
enhanced by the passage of this Proposal, although this Proposal would increase
the number of shares of common stock that are subject to such action.

If this Proposal is approved and the amendment to the Third Amended and
Restated Certificate of Incorporation becomes effective, the first paragraph of
Article Fourth of the Third Amended and Restated Certificate of Incorporation,
which sets forth our presently authorized capital stock, will be amended to read
as set forth below.

"FOURTH. The Corporation shall have the authority to issue 70,000,000
shares of capital stock, of which 60,000,000 shares shall be Common Stock having
a par value of $0.001 per share ("Common Stock"), and of which 10,000,000 shares
shall be Preferred Stock having a par value of $0.001 per share ("Preferred
Stock")."

VOTE REQUIRED

The affirmative vote of a majority of the stockholders represented and
voting at the Annual Meeting will be required to approve the amendment to the
Certificate of Incorporation. If approved by the stockholders, the

10
<PAGE>

proposed amendment to our Certificate of Incorporation will become effective
upon the filing of a Certificate of Amendment with the Secretary of State of the
State of Delaware, which will occur as soon as reasonably practicable.

RECOMMENDATION OF THE BOARD OF DIRECTORS

The Board of Directors unanimously recommends a vote FOR the approval of the
amendment to our Third Amended and Restated Certificate of Incorporation to
increase the number of shares of common stock authorized for issuance by
30,000,000 shares to a total of 60,000,000 shares of common stock.

EXECUTIVE OFFICERS, DIRECTORS AND KEY EMPLOYEES

The following table sets forth the name, age and position of our executive
officers, directors and key employees as of March 31, 2000:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C>
Dani P. Bolognesi, Ph.D.................... 59 Chief Executive Officer, Chief Scientific Officer and Director
Robert R. Bonczek.......................... 55 Chief Financial Officer and General Counsel
M. Nixon Ellis, Ph.D....................... 51 Executive Vice President and Chief Business Officer
Samuel Hopkins, Ph.D....................... 41 Senior Vice President of Medical Affairs
M.C. Kang, Ph.D............................ 48 Senior Vice President of Development
Thomas J. Matthews, Ph.D................... 55 Senior Vice President of Research and Development
Timothy J. Creech.......................... 39 Principal Accounting Officer, Secretary, and Director of Finance
Jeffrey M. Lipton(1)(2).................... 57 Chairman of the Board of Directors
E. Gary Cook, Ph.D.(2)..................... 55 Director
J. Richard Crout, M.D.(1).................. 70 Director
Charles A. Sanders, M.D.(1)(2)............. 68 Director
Jesse I. Treu, Ph.D.(1).................... 53 Director
</TABLE>

(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.

ROBERT R. BONCZEK joined Trimeris as a consultant in March 1997, was named
Acting Chief Administrative Officer and Acting Chief Financial Officer in
September 1999, was named Chief Financial Officer in March 2000 and was named
General Counsel in April 2000. Since 1991, Mr. Bonczek has acted in a consulting
capacity for Donaldson, Lufkin & Jenrette, an investment bank, and for Wilmer,
Cutler & Pickering, a law firm, and serves as President of AspenTree Capital, a
financial services and investment management company. Prior to 1991, Mr. Bonczek
was with E.I. Du Pont de Nemours & Co., a chemical company, for 24 years,
holding a number of senior management positions, including Corporate Counsel.
Mr. Bonczek received his J.D. degree from the University of North Carolina and
his M.B.A. from The Wharton School at the University of Pennsylvania.

M. NIXON ELLIS, PH.D. joined Trimeris as Executive Vice President and Chief
Business Officer in March 2000. Prior to joining Trimeris, Dr. Ellis served as a
founder and director of Triangle Pharmaceuticals, Inc., a biopharmaceutical
company from July 1995 until February 2000 and President and Chief Operating
Officer from September 1995 until February 2000. From 1983 to 1995, Dr. Ellis
held various positions at Burroughs Wellcome Co., a multinational pharmaceutical
company, most recently serving as Global Brand Director, HIV/Retrovir at The

11
<PAGE>

Wellcome Foundation Ltd. and Assistant Director, Division of Virology. Dr. Ellis
received his Ph.D. degree in Microbiology from the University of Georgia and his
M.B.A. from the University of North Carolina.

SAMUEL HOPKINS, PH.D. joined Trimeris as Director of Drug Development in April
1995, was named Vice President of Medical Affairs in June 1997 and was named
Senior Vice President of Medical Affairs in July 1999. From 1991 to April 1995,
Dr. Hopkins held various positions at Cato Research, Ltd., a contract research
organization, most recently serving as Director of Oncology and Antiviral Drug
Product Development and Senior Clinical Research Scientist. From 1987 to 1991,
Dr. Hopkins was a Senior Research Scientist in the Division of Virology at
Burroughs Wellcome Co. Dr. Hopkins received his Ph.D. degree in Biochemistry and
Biophysics from the Medical College of Virginia.

M.C. KANG, PH.D. joined Trimeris as a consultant in October 1995 and was named
Director of Chemistry in August 1996, Vice President of Development in September
1998 and Senior Vice President of Development in July 1999. Prior to joining
Trimeris, Dr. Kang held various positions at Glaxo plc from 1990 to October
1995, most recently serving as Director of Chemical Development. From 1986 to
1990, Dr. Kang was a Development Chemist in the Medical Products Division at
E.I. Du Pont de Nemours & Co. Dr. Kang received his Ph.D. degree in Synthetic
Organic Chemistry from Oregon State University.

THOMAS J. MATTHEWS, PH.D. is a founder of Trimeris and joined Trimeris as Senior
Vice President of Research and Development in July 1999. Dr. Matthews held a
number of positions at Duke University from 1977 to July 1999, most recently
serving as Associate Professor of Experimental Surgery at the Duke University
Medical Center and a member of the Duke University Center for AIDS Research. Dr.
Matthews received his Ph.D. degree from in Biochemistry from the University of
Missouri.

TIMOTHY J. CREECH, C.P.A. joined Trimeris as Director of Finance in July 1997
and was appointed Secretary in June 1999. From July 1996 to June 1997, prior to
joining Trimeris, Mr. Creech was Corporate Controller at Performance Awareness
Corporation, a software company. From December 1993 to July 1996, Mr. Creech was
Director of Finance at Avant! Corporation, a software company. From 1990 to
December 1993, Mr. Creech was a senior manager at KPMG LLP, independent auditors
for Trimeris.

JEFFREY M. LIPTON has been a director of Trimeris since June 1998 and has been
Chairman of the Board since June 1999. Since July 1998, Mr. Lipton has been
President and Chief Executive Officer of NOVA Chemicals Corporation, a chemicals
company headquartered in Calgary, Alberta, Canada. Mr. Lipton was President of
NOVA Corporation, a worldwide natural gas services and petrochemicals company
from September 1994 until July 1998, a director from April 1996 until July 1998,
Senior Vice President from 1993 until February 1994 and Senior Vice President
and Chief Financial Officer until September 1994. Prior to NOVA, Mr. Lipton was
with E.I. Du Pont de Nemours & Co. for 29 years, holding a number of senior
management positions, including Vice President, Medical Products, Vice
President, Polymer Products, Vice President, Corporate Marketing and Continuous
Improvement, and Vice President, Corporate Plans. Mr. Lipton is a director of
NOVA Chemical Corporation, Chairman of the Board of Directors of Methanex
Corporation and the American Plastics Council, and a Director of the Chemical
Manufacturers' Association. Mr. Lipton received his M.B.A. from Harvard
University.

E. GARY COOK has been a director of Trimeris since February 2000. From 1996 to
his retirement in 1999, Dr. Cook was Chairman of the Board of Directors,
President and Chief Executive Officer of Witco Corporation, a global specialty
chemicals corporation. From 1994 to 1996, Dr. Cook was President and Chief
Operating Officer of Albemarle Corporation, a global specialty chemicals
corporation. From 1992 to 1994, Dr. Cook was Senior Vice President, President -
Chemicals, and member of the Board of Directors of Ethyl Corporation. Prior to
Ethyl, Dr. Cook was with E.I. Du Pont de Nemours & Co. for 23 years, holding a
number of senior management positions, including Vice President, Printing and
Publishing, Vice President, Medical Products, and Vice President, Corporate
Plans. Dr. Cook received his Ph.D. degree in Chemistry from Virginia Polytechnic
Institute.

J. RICHARD CROUT, M.D. has been a director of Trimeris since November 1998.
Since 1994, Dr. Crout has been President of Crout Consulting, a firm that
provides consulting advice to pharmaceutical and biotechnology companies on the
development of new products. From 1984 to 1993, Dr. Crout was Vice President,
Medical and Scientific Affairs with Boehringer Mannheim Pharmaceuticals Corp.
From 1973 to 1982, Dr. Crout was Director of the Bureau of Drugs, now known as
the Center for Drug Evaluation and Research at the U.S. Food and Drug
Administration. Dr. Crout serves on the Boards of Directors of Genelabs
Technologies, Inc., and GelTex Corporation. Dr. Crout received an M.D. degree
from Northwestern University Medical School.

12
<PAGE>

CHARLES A. SANDERS, M.D. has been a director of Trimeris since October 1996.
From 1989 to May 1995, Dr. Sanders was Chairman of the Board of Directors and
Chief Executive Officer of Glaxo Inc. and a member of the Board of Directors of
Glaxo plc. Prior to joining Glaxo, Dr. Sanders held a number of positions at
Squibb Corporation, a multi-national pharmaceutical corporation, including Vice
Chairman, Chief Executive Officer of the Science and Technology Group and
Chairman of the Science and Technology Committee of the Board. Dr. Sanders
serves on the Boards of Directors of Magainin Pharmaceuticals, Inc., Vertex
Pharmaceuticals Incorporated, Kendle International Inc., Scios Inc.,
Pharmacopeia, Inc., Staffmark, Inc., Genentech Inc., and Biopure Corp. Dr.
Sanders received an M.D. degree from Southwestern Medical College of the
University of Texas.

JESSE I. TREU, PH.D. has been a director of Trimeris since its inception and
served as Chairman of the Board from 1993 until 1999. Dr. Treu intends to resign
as a director in June 2000 prior to the annual meeting of stockholders. Since
1986, Dr. Treu has been a Managing Member of Domain Associates, LLC, a venture
capital firm specializing in investments in life sciences. Dr. Treu serves on
the Boards of Directors of Focal, Inc., GelTex Pharmaceuticals, Inc., Simione
Central Holdings, Inc. and OraPharma, Inc. Dr. Treu received his Ph.D. degree in
Physics from Princeton University.

EXECUTIVE COMPENSATION

The following table sets forth certain information with respect to the
annual and long-term compensation paid by us during the fiscal years ended
December 31, 1999, 1998 and 1997 to all individuals who served as our chief
executive officer during 1999 and to our four most highly compensated executive
officers (other than our chief executive officer) who are serving or served as
executive officers during 1999 and whose 1999 compensation exceeded $100,000
(collectively, the "Named Executive Officers").

SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
------------------------
NAME AND ANNUAL COMPENSATION RESTRICTED SECURITIES
------------------- STOCK UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS(1) AWARDS(2) OPTIONS(#) COMPENSATION
- ------------------ ---- ------ -------- --------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Dani P. Bolognesi (3) 1999 $277,480 $130,470 $ -- 235,000 $40,000(10)
Chief Executive Officer and 1998 117,654 40,000 -- 54,500 --
Chief Scientific Officer 1997 41,667 -- -- -- --

Robert R. Bonczek (4) 1999 169,996 72,200 -- 150,000 --
Chief Financial Officer and 1998 139,992 37,500 -- 20,000 --
General Counsel 1997 87,535 -- -- 23,530 --

M. Nixon Ellis (5) 1999 -- -- -- -- --
Executive Vice President and 1998 -- -- -- -- --
Chief Business Officer 1997 -- -- -- -- --

Matthew A. Megaro (6) 1999 209,553 -- -- -- --
Former President, Chief 1998 186,000 37,200(7) -- 70,000 --(10)
Financial Officer, 1997 177,950 117,000 -- -- --
and Secretary

M. Ross Johnson (8) 1999 290,545 -- -- -- --
Former President, Chief Executive 1998 260,004 65,000(9) -- 135,000 --(10)
Officer and Chief Scientific Officer 1997 249,300 200,000 -- -- --
</TABLE>

(1) In 1998, no annual bonuses were awarded to the Named Executive Officers,
however a bonus pool was accrued for payment of bonuses to our executive
officers and employees. In August 1999, 1998 bonuses were awarded

13
<PAGE>

and paid to the Named Executive Officers for achievement in 1998; however,
such bonuses are reported with the 1998 compensation. In January 2000, 1999
bonuses were awarded and paid to the Named Executive Officers for
achievement in 1999; however, such bonuses are reported with the 1999
compensation.

(2) In May 1997 and June 1997, restricted stock awards of 127,060 and 76,470
shares were granted to Dr. Johnson and Mr. Megaro, respectively, at their
fair market value on the date of grant in consideration for full recourse
secured promissory notes payable to us bearing interest at eight percent
per annum. These notes have been paid in full. Our right of repurchase was
waived with respect to these shares pursuant to the severance agreement
with each of Dr. Johnson and Mr. Megaro and such agreement provided for
accelerated vesting of certain other restrictions which lapsed ratably over
a 48-month period. Aggregate holdings of restricted stock at March 12, 1999
and September 1, 1999, their respective dates of resignation, were 103,706
and 54,250 shares for Dr. Johnson and Mr. Megaro, respectively. The market
value of these shares, based on the closing price of our common stock on
December 31, 1999 of $23.625, was $2,450,054 and $1,281,656 for Dr. Johnson
and Mr. Megaro, respectively.

(3) Dr. Bolognesi was named Chief Executive Officer and Chief Scientific
Officer in March 1999. From January 1999 to February 1999, Dr. Bolognesi
was paid $49,230 for his services as a consultant. In 1999, Dr. Bolognesi
was paid $228,250 for his services as Chief Executive Officer and Chief
Scientific Officer, received a one-time payment of $40,000 for
reimbursement of lost income, and received a bonus for his services for
1998 in the amount of $40,000. In 1998, Dr. Bolognesi was paid $52,500 for
his services as a consultant, a director and a member of the Scientific
Advisory Board, was paid $65,154 for his services as a temporary employee
and received an option grant in the amount of 54,500 shares for these
services. In 1997, Dr. Bolognesi was paid $41,667 for his services as a
consultant, a director and a member of the Scientific Advisory Board.

(4) Mr. Bonczek was named Chief Financial Officer in March 2000 and General
Counsel in April 2000. In 1999, Mr. Bonczek was paid $99,996 for his
services as a consultant, was paid $70,000 as Acting Chief Financial
Officer and Acting Chief Administrative Officer, received an option grant
in the amount of 50,000 shares for these services as a consultant and
received an option grant in the amount of 100,000 shares for his
appointment as Acting Chief Financial Officer and Acting Chief
Administrative Officer. In 1998, Mr. Bonczek was paid $139,992 for his
services as a consultant, received a bonus for his services for 1998 in the
amount of $37,500 and received an option grant in the amount of 20,000
shares. In 1997, Mr. Bonczek was paid $87,535 for his services as a
consultant and received an option grant in the amount of 23,530 shares.

(5) Dr. Ellis was named Executive Vice President and Chief Business Officer in
March 2000 with compensation at an annual rate of $220,000.

(6) Mr. Megaro resigned as President and Chief Financial Officer in September
1999.

(7) Pursuant to his severance agreement, Mr. Megaro was paid a bonus of $37,200
for 1998.

(8) Dr. Johnson resigned as President, Chief Executive Officer and Chief
Scientific Officer in March 1999.

(9) Pursuant to his severance agreement, Dr. Johnson was paid a bonus of
$65,000 for 1998.

(10) Beginning in 1998, we matched 100% of a participant's contributions to the
Trimeris Employee 401(k) Plan with common stock, provided the participant
was employed on the last day of the year. The number of shares issued is
based on the contributions to be matched divided by the closing price of
the common stock on the last trading day of the year. On December 31, 1998,
Dr. Johnson and Mr. Megaro each received 851 shares and are vested in those
shares. On December 31, 1999, Dr. Bolognesi received 423 shares of stock
and as of March 31, 2000, is vested in 105 of those shares.

STOCK OPTION INFORMATION

The following table contains information concerning stock options granted
during the fiscal year ended December 31, 1999 to the Named Executive Officers.
We have never granted any stock appreciation rights.

14
<PAGE>
<TABLE>
<CAPTION>
OPTIONS GRANTED IN THE YEAR ENDED DECEMBER 31, 1999

POTENTIAL REALIZABLE
VALUE AT
INDIVIDUAL GRANTS ASSUMED ANNUAL RATES
------------------------------------------------------------ OF
NUMBER OF PERCENT OF STOCK PRICE
SECURITIES TOTAL APPRECIATION
UNDERLYING OPTIONS GRANTED EXERCISE FOR OPTION TERM(2)
------------------
OPTIONS TO EMPLOYEES IN PRICE PER EXPIRATION
NAME GRANTED(#)(1) 1999 SHARE DATE 5% 10%
- ---- ------------- ---- ----- ---- -- ---
<S> <C> <C> <C> <C> <C> <C>
Dani P. Bolognesi 235,000 27% $11.625 4/21/09 $1,718,000 4,354,000

Robert R. Bonczek 100,000 11% 17.625 10/01/09 1,108,000 2,809,000
50,000 6% 11.625 4/21/09 366,000 926,000
M. Nixon Ellis -- -- -- -- -- --
Matthew A. Megaro -- -- -- -- -- --
M. Ross Johnson -- -- -- -- -- --
</TABLE>

(1) Each option represents the right to purchase one share of common stock. The
options shown in this column were all granted pursuant to our Stock
Incentive Plan. The options shown in this table become exercisable ratably
on a monthly basis over four years from the date of grant. Upon the
occurrence of certain events that result in a change of control, all
outstanding options granted to all employees, including executive officers,
will become fully exercisable.

(2) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. The 5% and
10% assumed annual rates of compounded stock price appreciation are
mandated by the rules of the SEC and do not represent an estimate or
projection of our future common stock prices. These amounts represent
certain assumed rates of appreciation in the value of our common stock from
the fair market value on the date of grant. Actual gains, if any, on stock
option exercises are dependent on the future performance of the common
stock and overall stock market conditions. The amounts reflected in the
table may not necessarily be achieved.

YEAR-END OPTION TABLE

The following table contains information regarding stock options held by our
Named Executive Officers, and the number of and value of any in-the-money
options as of December 31, 1999. The value of unexercised in-the-money options
at December 31, 1999 is based on a value of $23.625 per share, the fair market
value of our common stock as reflected by the closing price on the Nasdaq
National Market on December 31, 1999, less the per share exercise price,
multiplied by the number of shares issuable upon exercise of the option.

15
<PAGE>

AGGREGATED OPTION EXERCISES IN THE YEAR ENDED DECEMBER 31, 1999 AND YEAR-END
OPTION VALUES
<TABLE>
<CAPTION>

NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AS OF IN-THE-MONEY OPTIONS AT
DECEMBER 31, 1999 (#) DECEMBER 31, 1999
SHARES ACQUIRED VALUE ---------------------- -----------------
NAME ON EXERCISE (#) REALIZED (1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- --------------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Dani P. Bolognesi -- -- 110,307 216,835 $1,866,000 $2,683,000
Robert R. Bonczek -- -- 32,279 161,251 536,000 1,511,000
M. Nixon Ellis -- -- -- -- -- --
Matthew A. Megaro 32,083 $471,000 -- -- -- --
M. Ross Johnson 98,438 $728,000 -- -- -- --
</TABLE>

(1) Value realized in calculated as the fair market value of our common stock as
reflected by the closing price on the Nasdaq National Market on the date of
exercise, less the per share exercise price, multiplied by the number of shares
issuable upon exercise of the option.

EMPLOYMENT AND SEVERANCE AGREEMENTS

In April 1999, we entered into an employment arrangement with Dr. Bolognesi,
our Chief Executive Officer and Chief Scientific Officer. Under this
arrangement, Dr. Bolognesi is entitled to receive minimum annual compensation of
$285,000, an annual bonus based upon the achievement of certain milestones and
all health insurance and other benefits generally made available to our
employees. He also received in 1999 a one-time payment of $40,000 for
replacement of lost income. In connection with the agreement, Dr. Bolognesi
received a grant of options to purchase 235,000 shares of common stock at
$11.625. If Dr. Bolognesi's employment is terminated for any reason other than
for cause, Dr. Bolognesi's employment arrangement provides that he is entitled
to his base salary and benefits for two years from the date of termination.

In January 2000, we entered into a contractual arrangement with Mr. Bonczek,
our Chief Financial Officer and General Counsel. Under this arrangement, Mr.
Bonczek is entitled to receive minimum annual compensation of $210,000 and an
annual bonus based upon the achievement of certain milestones. He also received
in 2000 a one-time payment of $16,000 for replacement of lost income. In October
1999, Mr. Bonczek received a grant of options to purchase 100,000 shares of
common stock at $17.625. If Mr. Bonczek's contractual arrangement is terminated
for any reason other than for cause, Mr. Bonczek's arrangement provides that he
is entitled to his base salary and benefits for two years from the date of such
termination.

In March 2000, we entered into an employment arrangement with Dr. Ellis, our
Executive Vice President and Chief Business Officer. Under this arrangement, Dr.
Ellis is entitled to receive minimum annual compensation of $220,000, an annual
bonus based upon the achievement of certain milestones and all health insurance
and other benefits generally made available to our employees. He also received
in 2000 a one-time payment of $25,000 as a signing bonus. In connection with the
agreement, Dr. Ellis received a grant of options to purchase 100,000 shares of
common stock at $49.938. If Dr. Ellis' employment is terminated for any reason
other than for cause, Dr. Ellis' employment arrangement provides that he is
entitled to his base salary and benefits for two years from the date of such
termination.

In March 1999, Dr. Johnson resigned as an officer and director of Trimeris
and entered into a severance agreement with us. Dr. Johnson received salary and
benefits until March 2000 based on his annual salary of $271,704 at the time of
his resignation. Dr. Johnson also received a bonus payment of $65,000 for 1998
and additional compensation of $1,000. In addition, we have agreed to terminate
our right of repurchase and other restrictions with respect to approximately
94,414 shares of common stock held by Dr. Johnson. We also accelerated the
ability to exercise stock options to purchase approximately 67,500 shares of
common stock. Dr. Johnson has agreed not to compete with us for a period of two
years from March 12, 1999.

In September 1999, Mr. Megaro resigned as an officer of Trimeris and entered
into a severance agreement with us. Mr. Megaro received salary and benefits
until March 2000 based on his annual salary of $194,376 at the time of

16
<PAGE>

his resignation. Mr. Megaro also received a bonus payment of $37,200 for 1998.
In addition, we have agreed to terminate our right of repurchase and other
restrictions with respect to approximately 38,820 shares of common stock held by
Mr. Megaro. We also accelerated the ability to exercise stock options to
purchase approximately 32,083 shares of common stock. Mr. Megaro agreed not to
compete with us for a period of six months from September 1, 1999.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Our Board of Directors' Compensation Committee is responsible for determining
the salaries and incentive compensation of the executive officers and providing
recommendations for the salaries and incentive compensation of all other
employees and consultants. The Compensation Committee also administers our
benefit plans, including the Stock Incentive Plan. Mr. Lipton serves as the
Chairman of the Compensation Committee and the other members of the committee
are Dr. Sanders and Dr. Cook. None of Mr. Lipton, Dr. Sanders or Dr. Cook has
served as an officer or employee of Trimeris. Dr. Bolognesi was a member of the
Compensation Committee until March 1999. From September through December 1998,
he served as a temporary employee of Trimeris and was compensated at an annual
rate of $240,000 which was approved by other members of the Compensation
Committee. Prior to 1998, Dr. Bolognesi was not an employee or officer of
Trimeris.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors offers this report
regarding compensation for the our executive officers, including our Chief
Executive Officer. The Compensation Committee is composed entirely of outside
directors and is responsible for developing and making recommendations to the
Board with respect to our executive compensation policies and practices,
including the establishment of the annual total compensation for all executive
officers, including our Chief Executive Officer.

GENERAL COMPENSATION POLICY

Our primary objective is to maximize the value of our shares over time. The
Compensation Committee, with this objective in mind, authorizes compensation
packages for our executive officers designed to retain and attract top quality
management and to encourage them to contribute to the achievement of our
business objectives. In addition, the Committee attempts to establish
compensation packages that are comparable to the packages received by executives
of similar companies.

We compensate our executive officers with a combination of salary and
incentives designed to encourage efforts to achieve both our short-term and
long-term goals. The compensation structure attempts to reward both individual
contributions as well as our overall performance. Traditional measures of
corporate performance, such as earnings per share or sales growth, are not
applicable to the performance of development stage biopharmaceutical companies
like Trimeris. As a result, in making executive compensation decisions, the
Committee evaluates other indications of performance, such as achieving
milestones in the development of its drug candidates and raising the capital
needed for its operations.

The basic components of our compensation packages for our executive officers
include the following:

- Base Salary
- Bonuses
- Long-term Incentives
- Benefits

Each executive officer's compensation package contains a mix of these
components and is designed to provide a level of compensation competitive with
the compensation paid to comparable officers of similar biopharmaceutical
companies. The Committee favors a compensation structure that aligns the
long-term interests of its executive officers with the interests of its
stockholders, and as a result places significant weight upon long-term
incentives in the form of stock options.

BASE SALARY and increases in base salary are determined by both individual
and Company performance and the salary levels in effect for similar
biopharmaceutical companies. During 1999, the Committee attempted to keep

17
<PAGE>

the base salaries of our officers at a level consistent with the median range of
the salaries of officers in similar biopharmaceutical companies. In addition,
the Committee considered the following factors in setting the base salaries for
executive officers during 1999: our progress in the clinical development for
T-20 and T-1249, progress made in the development of a manufacturing process,
and any special expertise of a particular executive.

BONUSES are awarded by the Committee based upon its evaluation of the
performance of each executive officer and the achievement of our goals during
the year. In 1998, no annual bonuses were awarded to the Named Executive
Officers, however a bonus pool was accrued for payment of bonuses to our
executive officers and employees. These bonuses were paid in August 1999 after
achievement of a collaborative partnership with F. Hoffmann-La Roche Ltd in July
1999, and completion of a financing in May 1999. These events significantly
improved our financial position to allow the payment of these bonuses. An
aggregate amount of $77,500 was paid to the Named Executive Officers. In January
2000, bonuses totaling $202,670 were awarded to the Named Executive Officers for
achievements in 1999, which included the continued clinical progress of T-20 and
T-1249.

LONG-TERM INCENTIVE compensation in the form of stock options is expected to
be the largest element of total compensation over time in order to conserve our
cash resources, to align the long-term interests of each officer with the
interests of our stockholders and to provide long-term incentives for the
individual officer to remain with us. Under our stock option plan, grants are
priced at the fair market value on the date of grant, become exercisable over a
period of four years and have a term of up to ten years. Grants are generally
made to all employees on their date of hire based on salary level and position.
All employees, including executive officers, are eligible for subsequent
discretionary grants, which are generally based on either individual or
corporate performance. The size of the option grant to each officer is based on
the officer's current position and expected future contributions to our
business. Awards of stock options are designed to have an expected aggregate
exercise value over time equal to a multiple of salary, which will create a
significant value opportunity based upon stock ownership.

BENEFITS offered to our executive officers serve as a safety net of
protection against the financial catastrophes that can result from illness,
disability or death. Benefits offered to our executive officers are
substantially the same as those offered to all our regular employees.

SEVERANCE ARRANGEMENTS were entered into with both Dr. Johnson and Mr.
Megaro in connection with each of their resignations. We were obligated to
continue to pay each of their base salaries and benefits for specified periods
of time upon termination of employment with us. The Committee believed that it
was also in our best interest to enter into severance arrangements, which
included the acceleration of vesting and ability to exercise restricted stock
and options granted, in exchange for provisions which included restrictions on
the ability of Dr. Johnson and Mr. Megaro to enter into business relationships
or employment which could compete with us or to directly or indirectly solicit
other employees.

CEO COMPENSATION

Dr. Bolognesi's 1999 base salary of $285,000 and his bonus plan were arrived
at using various surveys regarding executive compensation at similar
biopharmaceutical companies. The Committee attempted to keep Dr. Bolognesi's
base salary at a level around the median range of the salaries of officers with
similar responsibilities in similar biopharmaceutical companies.

The Committee expects that the stock options granted to Dr. Bolognesi will
represent the largest element of his compensation and provide a direct link
between Dr. Bolognesi's compensation and our performance. In March 1999, Dr.
Bolognesi received an initial option grant to purchase 235,000 shares of our
common stock at the fair market value of the common stock on the date of grant.
These options become exercisable over a four year period as long as Dr.
Bolognesi continues to remain employed by us. The Committee believes that the
option grant was within the median range of the grants to chief executive
officers in comparable companies. It is the Committee's judgment that Dr.
Bolognesi's scientific and management leadership is extremely important to us,
and it is therefore essential to provide Dr. Bolognesi with a significant
unvested stock ownership position.

COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

Jeffrey M. Lipton, Chairman
Charles Sanders, M.D.
E. Gary Cook

18
<PAGE>

PERFORMANCE GRAPH

The following graph compares total stockholder returns since we became a
reporting company under the Exchange Act to the Nasdaq CRSP Total Return Index
("Nasdaq Broad Index") for the Nasdaq Stock Market (U.S. Companies) and the
Nasdaq CRSP Pharmaceutical Index ("Nasdaq Pharmaceutical Index"). The total
return assumes the investment of $100 on October 7, 1997 in each of (i) our
common stock, (ii) the Nasdaq Broad Index and (iii) the Nasdaq Pharmaceutical
Index, and the reinvestment of dividends, although dividends have not been
declared on our common stock. The Nasdaq Pharmaceutical Index is made up of all
companies with the standard industrial classification (SIC) code 283 (category
description "Drugs"). The stockholder return shown on the graph below is not
necessarily indicative of future performance and we will not make or endorse any
predictions as to future stockholder returns.

Comparative Total Returns October 6, 1997 through December 31, 1999

[GRAPHIC CHART APPEARS HERE]

We completed our initial public offering on October 7, 1997 at a per share
price of $12.00. The closing price of common stock on October 8, 1997, its first
day of public trading, was $12.25 per share. The graph above commences with the
first trading day closing price of $12.25 per share.
<TABLE>
<CAPTION>

CUMULATIVE TOTAL RETURN
-----------------------

10/8/97 12/31/97 6/30/98 12/31/98 6/30/99 12/31/99
------- -------- ------- -------- ------- --------

<S> <C> <C> <C> <C> <C> <C>
TRIMERIS, INC. 100 106 60 96 118 193
NASDAQ STOCK MARKET-US 100 91 109 127 156 230
NASDAQ PHARMACEUTICALS 100 87 88 110 123 206
</TABLE>

NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF OUR PREVIOUS OR
FUTURE FILINGS UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, THAT MIGHT INCORPORATE THIS PROXY STATEMENT OR
FUTURE FILINGS MADE BY THE COMPANY UNDER THOSE STATUTES,

19
<PAGE>

THE COMPENSATION COMMITTEE REPORT AND STOCK PERFORMANCE GRAPH ARE NOT DEEMED
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND SHALL NOT BE DEEMED
INCORPORATED BY REFERENCE INTO ANY OF THOSE PRIOR FILINGS OR INTO ANY FUTURE
FILINGS MADE BY US UNDER THOSE STATUTES.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

For information regarding employment agreements with our executive officers
and severance arrangements with our former executive officers, see "Employment
and Severance Agreements." For information regarding compensation of directors,
see "Election of Directors - Directors' Compensation." For information regarding
stock options, see " Stock Option Information."

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our officers and directors, and
persons who own more than 10% of a registered class of our equity securities, to
file reports of ownership and changes in ownership with the SEC and the Nasdaq
National Market ("Nasdaq"). Officers, directors and greater than 10%
stockholders are required by SEC regulations to furnish Trimeris with copies of
all reports they file pursuant to Section 16(a).

Based solely on a review of the copies of such reports furnished to us, or
written representations that no Form 5s were required, we believe that, during
the year ended December 31, 1999, all Section 16(a) filing requirements
applicable to its officers, directors and greater than 10% stockholders were
satisfied.

STOCKHOLDER PROPOSALS FOR PROXY STATEMENT FOR 2001 ANNUAL MEETING OF
STOCKHOLDERS

Stockholder proposals that are intended to be presented at our annual
meeting of stockholders to be held in 2001 must be received by us no later than
January 19, 2001, in order to be included in the proxy statement and related
proxy materials. Proposals must comply with all of the requirements of Rule
14a-8 of the Exchange Act, as well as the requirements of our certificate of
incorporation and bylaws. Under Rule 14a-4 of the Exchange Act, we will be able
to use proxies given to us for next year's meeting to vote for or against any
stockholder proposal that is submitted other than pursuant to Rule 14a-8 at our
discretion, unless the proposal is submitted to us not less than 60 days nor
more than 90 days prior to next year's meeting or, if less than 70 days notice
or prior public disclosure of the date of the meeting is given or made, not less
than 10 days following the date on which notice of the meeting was given or
public disclosure was made, whichever occurs first.

FORM 10-K

WE WILL MAIL WITHOUT CHARGE, UPON WRITTEN REQUEST, A COPY OF OUR ANNUAL
REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS, SCHEDULES AND LIST OF
EXHIBITS. REQUESTS SHOULD BE SENT TO THE ATTENTION OF INVESTOR RELATIONS AT OUR
EXECUTIVE OFFICES WHICH ARE LOCATED AT 4727 UNIVERSITY DRIVE, DURHAM, NORTH
CAROLINA 27707.

OTHER BUSINESS

The Board of Directors knows of no other business that will be presented for
consideration at the Annual Meeting. If other matters are properly brought
before the Annual Meeting, however, it is the intention of the persons named in
the accompanying proxy to vote the shares represented thereby on such matters in
accordance with their best judgment.

Dated: May 15, 2000

By Order of the Board of Directors,

Timothy J. Creech, Secretary

20
<PAGE>
APPENDIX A

TRIMERIS, INC.
AMENDED AND RESTATED STOCK INCENTIVE PLAN

(formerly, the Trimeris, Inc. New Stock Option Plan)

1. Purpose

The Trimeris, Inc. Amended and Restated Stock Incentive Plan (formerly,
the Trimeris, Inc. New Stock Option Plan) (the "Plan") is established to advance
the interests of the Company's stockholders by creating an incentive for, and
enhancing the Company's ability to attract, retain and motivate, key employees,
directors and consultants or advisors of Trimeris, Inc. and any successor
corporations thereto (collectively, the "Company") or future parent and/or
subsidiary corporations of such corporation (as defined in Sections 424(e) and
424(f) of the Internal Revenue Code of 1986, as amended, and any regulations
promulgated thereunder (the "Code")) (all of whom, along with the Company,
sometimes being individually referred to as a "Participating Company" and
collectively referred to as the "Participating Company Group") by providing such
persons with equity ownership opportunities and performance-based incentives and
thereby better aligning the interests of such persons with those of the
Company's stockholders.

2. Eligibility

All of the Company's employees, officers, directors, consultants and
advisors are eligible to be granted options, restricted stock or other
stock-based awards (each, an "Award") under the Plan. Any person who has been
granted an Award under the Plan shall be deemed a "Participant." The Board of
Directors of the Company (the "Board"), in its sole discretion, shall determine
which persons shall be granted Awards under the Plan. A director of the Company
shall be eligible to be granted an Incentive Stock Option (as hereinafter
defined) only if the director is also an employee of the Company. A consultant
or advisor to the Company or a non-employee director of the Company shall be
eligible to be granted only Awards other than Incentive Stock Options.
Participants may, if otherwise eligible, be granted additional Awards.

3. Administration; Delegation

(a) ADMINISTRATION BY BOARD. The Plan shall be administered by the
Board. The Board shall have authority to grant Awards and to adopt, amend and
repeal such administrative rules, guidelines and practices relating to the Plan
as it shall deem advisable from time to time. The Board may correct any defect,
supply any omission or reconcile any inconsistency in the Plan or any Award in
the manner and to the extent it shall deem expedient to carry the Plan into
effect and it shall be the sole and final judge of such expediency. No member of
the Board shall be liable for any action or determination relating to the Plan.
All decisions by the Board shall be made in the Board's sole discretion and
shall be final and binding on all persons having or claiming any interest in the
Plan or in any Award. No director or person acting pursuant to the authority
delegated by the Board shall be liable for any action or determination under the
Plan made in good faith.

(b) DELEGATION TO EXECUTIVE OFFICERS. To the extent permitted by
applicable law, the Board may delegate to one or more executive officers of the
Company the power to make Awards and exercise such other powers under the Plan
as the Board may determine, provided that the Board shall fix the maximum number
of shares subject to Awards and the maximum number of shares for any one
Participant to be made by such executive officers.

(c) APPOINTMENT OF COMMITTEES. To the extent permitted by applicable
law, the Board may delegate any or all of its powers under the Plan to one or
more committees or subcommittees of the Board (each, a "Committee"). For so long
as the common stock, $.001 par value per share (the "Common Stock"), of the
Company is registered under the Securities Exchange Act of 1934 (the "Exchange
Act"), the Board shall appoint one such Committee of not less than two members,
each member of which shall be a "non-employee director" as defined in Rule 16b-3
promulgated under the Exchange Act. All references in the Plan to the "Board"
shall mean a Committee or the Board or the executive officer referred to in
Section 3(b) to the extent that the Board's powers or authority under the Plan
have been delegated to such Committee or executive officer.

A-1
<PAGE>

4. Stock Available For Awards

(a) NUMBER OF SHARES. Subject to adjustment under Section 4(b), Awards
may be made under the Plan for up to a maximum of Two Million Six Hundred Two
Thousand Nine Hundred Forty-One (2,602,941) shares of Common Stock. If any Award
expires or is terminated, surrendered or canceled without having been fully
exercised or is forfeited in whole or in part or results in any Common Stock not
being issued, the unused Common Stock covered by such Award shall again be
available for the grant of Awards under the Plan, subject, however, in the case
of Incentive Stock Options, to any limitation required under the Code. Shares
issued under the Plan may consist in whole or in part of authorized but unissued
shares or treasury shares.

(b) ADJUSTMENTS TO COMMON STOCK. In the event of any stock split, stock
dividend, recapitalization, reorganization, merger, consolidation, combination,
exchange of shares, liquidation, spin-off or other similar change in
capitalization or event, or any distribution to holders of Common Stock other
than a normal cash dividend, (i) the number and class of securities available
under this Plan, (ii) the number and class of security and exercise price per
share subject to each outstanding Option (as defined below), (iii) the
repurchase price per security subject to each outstanding Restricted Stock Award
(as defined below), and (iv) the terms of each other outstanding stock-based
Award, if any, shall be appropriately adjusted by the Company (or substituted
Awards may be made, if applicable) to the extent the Board shall determine, in
good faith, that such an adjustment (or substitution) is necessary and
appropriate. If this Section 4(b) applies and Section 9(a) also applies to any
event, Section 9(a) shall be applicable to such event, and this Section 4(b)
shall not be applicable.

5. Stock Options

(a) GENERAL. The Board may grant options to purchase Common Stock
(each, an "Option") and determine the number of shares of Common Stock to be
covered by each Option, the exercise price of each Option and the conditions and
limitations applicable to the exercise of each Option, including conditions
relating to applicable federal or state securities laws, as it considers
necessary or advisable. Any Option granted to a Participant who is subject to
the provisions of Section 16 of the Exchange Act shall not become exercisable
for a period of at least six (6) months following the date of grant. An Option
which is not intended to be an Incentive Stock Option shall be designated a
"Nonstatutory Stock Option."

(b) INCENTIVE STOCK OPTIONS. An Option that the Board intends to be an
"incentive stock option" as defined in Section 422 of the Code (an "Incentive
Stock Option") shall only be granted to employees of the Company and shall be
subject to and construed consistently with the requirements of Section 422 of
the Code. The Company shall have no liability to a Participant who has been
awarded an Option (an "Optionee"), or any other party, if an Option (or any part
thereof) which is intended to be an Incentive Stock Option is not an Incentive
Stock Option.

(c) EXERCISE PRICE. The Board shall establish, in its sole discretion,
the exercise price at the time each Option is granted and specify it in the
applicable option agreement; provided, however, that (i) the exercise price per
share for an Incentive Stock Option shall be not less than the fair market value
of a share of Common Stock on the date of grant of such Incentive Stock Option,
as determined by the Board in good faith (the "Fair Market Value"), and (ii) the
exercise price per share of an Incentive Stock Option granted to an Optionee who
at the time the Incentive Stock Option is granted owns stock possessing more
than ten percent (10%) of the total combined voting power of all classes of
stock of a Participating Company within the meaning of Section 422(b)(6) of the
Code (a "Ten Percent Owner Optionee") shall be not less than one hundred ten
percent (110%) of the Fair Market Value. Nothing hereinabove shall require that
any such assumption or modification result in the Option having the same
characteristics, attributes or tax treatment as the Option for which it is
substituted.

(d) $100,000 LIMITATION. The aggregate fair market value, determined as
of the date on which an Incentive Stock Option is granted, of the shares of
Common Stock with respect to which Incentive Stock Options (determined without
regard to this subsection) are first exercisable during any calendar year (under
this Plan or under any other plan of the Participating Company Group) by any
Optionee shall not exceed $100,000. If such limitation would be exceeded with
respect to an Optionee for a calendar year, the Incentive Stock Option shall be
deemed a Nonstatutory Stock Option to the extent of such excess.

A-2
<PAGE>

(e) TIME FOR GRANTING INCENTIVE STOCK OPTIONS. All Incentive Stock
Options must be granted, if at all, within ten (10) years from the earlier of
the date the Plan is adopted by the Board or the date the Plan is duly approved
by the stockholders of the Company.

(f) DURATION OF OPTIONS. Each Option shall be exercisable at such times
and subject to such terms and conditions as the Board may specify in the
applicable option agreement; provided, however, that (i) no Incentive Stock
Option shall be exercisable after the expiration of ten (10) years after the
date such Incentive Stock Option is granted, (ii) no Incentive Stock Option
granted to a Ten Percent Owner Optionee shall be exercisable after the
expiration of five (5) years after the date such Incentive Stock Option is
granted and (iii) no Incentive Stock Option shall be exercisable after the date
the Optionee's employment with the Participating Company Group is terminated for
cause (as determined in the sole discretion of the Board); and provided,
further, that an Option shall terminate and cease to be exercisable no later
than three (3) months after the date on which the Optionee terminates employment
with the Participating Company Group, unless Optionee's employment with the
Participating Company Group shall have terminated as a result of the Optionee's
death or disability (within the meaning of Section 22(e)(3) of the Code). In the
event the Optionee's employment with the Participating Company Group shall have
terminated due to Optionee's disability (within the meaning of Section 22(e)(3)
of the Code), the Option shall terminate and cease to be exercisable no later
than twelve (12) months from the date on which the Optionee's employment
terminated. In the event the Optionee's employment with the Participating
Company Group shall have terminated due to Optionee's death, the Option shall
become immediately vested and exercisable and remain exercisable until the
Option shall terminate no later than twelve (12) months from the date on which
the Optionee's employment terminated.

(g) EXERCISE OF OPTIONS. Options may be exercised only by delivery to
the Company of a written notice of exercise signed by the proper person together
with payment in full as specified in Section 5(f) for the number of shares for
which the Option is exercised.

(h) PAYMENT UPON EXERCISE. Common Stock purchased upon the exercise of
an Option granted under the Plan shall be paid for as follows:

(1) in cash or by check, payable to the order of the Company;

(2) except as the Board may otherwise provide in an option
agreement, by delivery of an irrevocable and unconditional undertaking by a
creditworthy broker to deliver promptly to the Company sufficient funds to pay
the exercise price, or delivery by the Optionee to the Company of a copy of
irrevocable and unconditional instructions to a creditworthy broker to deliver
promptly to the Company cash or a check sufficient to pay the exercise price;

(3) to the extent permitted by the Board and expressly
provided in an option agreement, (i) by delivery of shares of Common Stock owned
by the Optionee valued at their Fair Market Value, which Common Stock was owned
by the Optionee at least six (6) months prior to such delivery, (ii) to the
extent permitted by applicable law, by delivery of a promissory note of the
Optionee to the Company secured by valuable collateral acceptable to the Board
and on other terms determined by the Board, or (iii) by payment of such other
lawful consideration as the Board may determine; or

(4) any combination of the above permitted forms of payment.

6. Restricted Stock

(a) GRANTS. The Board may grant Awards entitling recipients to acquire
shares of Common Stock, subject to the right of the Company to repurchase all or
part of such shares at their issue price or other stated or formula price (or to
require forfeiture of such shares if issued at no cost) from the recipient in
the event that conditions specified by the Board in the applicable Award are not
satisfied prior to the end of the applicable restriction period or periods
established by the Board for such Award, and subject to such other terms and
conditions as the Board shall determine (each, a "Restricted Stock Award").

(b) TERMS AND CONDITIONS. The Board shall determine the terms and
conditions of any such Restricted Stock Award, including the duration of
restrictions, conditions for repurchase (or forfeiture) and the issue price, if
any; provided, however, that any Restricted Stock Award granted to a Participant
who is subject to the provisions of

A-3
<PAGE>

Section 16 of the Exchange Act shall restrict the release of shares under the
Restricted Stock Award for a period of at least six (6) months from the date of
grant. Any stock certificates issued in respect of a Restricted Stock Award
shall be registered in the name of the Participant and held in escrow by the
Company, together with a stock power endorsed in blank, with the Company (or its
designee). At the expiration of the applicable restriction periods, the Company
(or such designee) shall deliver the certificates no longer subject to such
restrictions to the Participant or if the Participant has died, to the
beneficiary designated, in a manner determined by the Board, by a Participant to
receive amounts due or exercise rights of the Participant in the event of the
Participant's death (the "Designated Beneficiary"). In the absence of an
effective designation by a Participant, Designated Beneficiary shall mean the
Participant's estate.

7. Other Stock-based Awards

The Board shall have the right to grant other Awards based upon the
Common Stock having such terms and conditions as the Board may determine,
including the grant of shares based upon certain conditions, the grant of
securities convertible into Common Stock and the grant of stock appreciation
rights.

8. General Provisions Applicable to Awards

(a) TRANSFERABILITY OF AWARDS. Except as the Board may otherwise
determine or provide in an Award, Awards shall not be sold, assigned,
transferred, pledged or otherwise encumbered by the person to whom they are
granted, either voluntarily or by operation of law, except by will or the laws
of descent and distribution, and, during the life of the Participant, to the
extent relevant in the context, shall include references to authorized
transferees.

(b) DOCUMENTATION. Each Award under the Plan shall be evidenced by a
written instrument in such form as the Board shall determine. Each Award may
contain terms and conditions in addition to those set forth in the Plan.

(c) BOARD DISCRETION. Except as otherwise provided by the Plan, each
type of Award may be made alone or in addition or in relation to any other type
of Award. The terms of each type of Award need not be identical, and the Board
need not treat Participants uniformly.

(d) TERMINATION OF STATUS. The Board shall determine the effect on an
Award of the disability, death, retirement, authorized leave of absence or other
change in the employment or other status of a Participant and the extent to
which, and the period during which, the Participant, the Participant's legal
representative, conservator, guardian or Designated Beneficiary may exercise
rights under the Award.

(e) WITHHOLDING. Each Participant shall pay to the Company, or make
provision satisfactory to the Board for payment of, any taxes required by law to
be withheld in connection with Awards to such Participant no later than the date
of the event creating the tax liability. The Board may allow Participants to
satisfy such tax obligations in whole or in part in shares of Common Stock,
including shares retained from the Award creating the tax obligation, valued at
their Fair Market Value. The Company may, to the extent permitted by law, deduct
any such tax obligations from any payment of any kind otherwise due to a
Participant.

(f) AMENDMENT OF AWARD. The Board may amend, modify or terminate any
outstanding Award, including but not limited to, substituting therefor another
Award of the same of a different type, changing the date or exercise or
realization, and converting an Incentive Stock Option to a Nonstatutory Stock
Option, provided that the Participant's consent to such action shall be required
unless the Board determines that the action, taking into account any related
action, would not materially and adversely affect the Participant.
Notwithstanding anything herein to the contrary, the Board of Directors may not
change the exercise price of any Option previously granted except pursuant to
Section 9 and Section 4(b) of the Plan and Section 424(a) of the Code.

(g) CONDITIONS ON DELIVERY OF STOCK. The Company shall not be obligated
to deliver any shares of Common Stock pursuant to the Plan or to remove
restrictions from shares previously delivered under the Plan until (i) all
conditions of the Award have been met or removed to the satisfaction of the
Company, (ii) in the opinion of the Company's counsel, all other legal matters
in connection with the issuance and delivery of such shares have been satisfied,
including any applicable securities laws and any applicable stock exchange or
stock market rules and regulations, and (iii) the Participant has executed and
delivered to the Company such representations or agreements as the Company may
consider appropriate to satisfy the requirements of any applicable laws, rules
or regulations.

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<PAGE>

9. Acquisition Events

(a) CONSEQUENCES OF ACQUISITION EVENTS. Except to the extent otherwise
provided in the instrument evidencing the Award or in any other agreement
between the Participant and the Company:

(i) Upon the occurrence of an Acquisition Event (as
hereinafter defined),

(A) all Restricted Stock Awards then
outstanding shall become fully vested and immediately free of all restrictions;
and

(B) all other stock-based Awards other than
Options and stock appreciation rights shall become immediately exercisable,
realizable or vested in full, or shall be immediately free of all restrictions
or conditions, as the case may be.

(ii) Upon the execution by the Company of an
agreement to effect an Acquisition Event other than a Change of Control Event
(as hereinafter defined), all Options and stock appreciation rights then
outstanding shall become fully vested and immediately exercisable in full upon
the occurrence of the Acquisition Event or such earlier date as may be specified
by the Board by written notice to the Participants, and the Board may take one
or both of the following additional actions with respect to then outstanding
Options and stock appreciation rights: (A) provide that such Options and stock
appreciation rights shall be assumed, or equivalent Options or stock
appreciation rights be substituted by the acquiring or succeeding corporation
(or an affiliate thereof), or (B) upon written notice to the Participants,
provide that all then unexercised Options and stock appreciation rights will
terminate to the extent not exercised by the Participants prior to the
consummation of such Acquisition Event or such earlier date as may be specified
by the Board by written notice to Participants.

(iii) Upon the occurrence of a Change of Control
Event, all Options and stock appreciation rights then outstanding shall become
fully vested and immediately exercisable in full.

As used herein, an "Acquisition Event" shall mean: (a) any merger or
consolidation which results in the voting securities of the Company outstanding
immediately prior thereto representing (either by remaining outstanding or by
being converted into voting securities of the surviving or acquiring entity)
less than 60% of the combined voting power of the voting securities of the
Company or such surviving or acquiring entity outstanding immediately after such
merger or consolidation; (b) any sale of all or substantially all of the assets
of the Company; (c) the complete liquidation of the Company; or (d) the
acquisition of "beneficial ownership" (as defined in Rule 13d-3 under the
Exchange Act) of securities of the Company representing 50% or more of the
combined voting power of the Company's then outstanding securities (other than
through a merger or consolidation or an acquisition of securities directly from
the Company) by any "person," as such term is used in Section 13(d) and 14(d) of
the Exchange Act, other than the Company, any trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any corporation
owned directly or indirectly by the stockholders of the Company (an event
specified in this clause (d) being referred to as a "Change of Control Event").

(b) ASSUMPTION OF OPTIONS UPON CERTAIN EVENTS. The Board may grant
Awards under the Plan in substitution for stock and stock-based awards held by
employees of another corporation who become employees of the Company as a result
of a merger or consolidation of the employing corporation with the Company or
the acquisition by the Company of property or stock of the employing
corporation. The substitute Awards shall be granted on such terms and conditions
as the Board considers appropriate in the circumstances.

10. Miscellaneous

(a) NO RIGHT TO EMPLOYMENT OR OTHER STATUS. No person shall have any
claim or right to be granted an Award, and the grant of an Award shall not be
construed as giving a Participant the right to continued employment or any other
relationship with the Company. The Company expressly reserves the right at any
time to dismiss or otherwise terminate its relationship with a Participant free
from any liability or claim under the Plan, except as expressly provided in the
applicable Award.

A-5
<PAGE>

(b) NO RIGHTS AS STOCKHOLDER. Subject to the provisions of the
applicable Award, no Participant or Designated Beneficiary shall have any right
as a stockholder with respect to any shares of Common Stock to be distributed
with respect to an Award until becoming the record holder of such shares.

(c) STATUS OF RIGHTS TO PAYMENTS UNDER PLAN. To the extent that any
person acquires a right to receive payments from the Company under the Plan,
such right shall, except as otherwise provided by the Board, be no greater than
the right of an unsecured general creditor of the Company. All payments to be
made hereunder shall be paid from the general funds of the Company, and no
special or separate fund shall be established and no segregation of assets shall
be made to assure payment of such amounts, except as otherwise provided by the
Committee.
With respect to any payments not yet made to a Participant by the Company,
nothing contained herein shall give any such Optionee any rights that are
greater than those of a general creditor of the Company.

(d) SUBJECT TO LAW. The Plan and the grant of Awards hereunder shall be
subject to all applicable federal and state laws, rules, and regulations and to
such approvals by any United States government or regulatory agency as may be
required.

(e) SEVERABILITY. If any provision of this Plan or an option agreement
is or becomes or is deemed invalid, illegal or unenforceable in any
jurisdiction, or would disqualify the Plan or any agreement evidencing an Award
under any law deemed applicable by the Board, such provision shall be construed
or deemed amended to conform to applicable laws or, if it cannot be construed or
deemed amended without, in the determination of the Board, materially altering
the intent of the Plan or the agreement, it shall be stricken and the remainder
of the Plan or the agreement shall remain in full force and effect.

(f) EFFECTIVE DATE AND TERM OF PLAN. The Plan shall become effective on
the date on which it is adopted by the Board, but no Incentive Stock Option
granted to an Optionee shall be effective unless and until the Plan has been
approved by the Company's stockholders. No Awards shall be granted under the
Plan after the completion of ten years from the earlier of (i) the date on which
the Plan was adopted by the Board or (ii) the date the Plan was approved by the
Company's stockholders, but Awards previously granted may extend beyond that
date.

(g) AMENDMENT OF PLAN. The Board may amend, suspend or terminate the
Plan or any portion thereof at any time, provided that no increase in the total
number of shares available for Awards under the Plan (except by operation of the
provisions of Section 4(b) above) or for grants of Incentive Stock Options under
the Plan may be made, unless and until such amendment shall have been approved
by the Company's stockholders.

(h) STOCKHOLDER APPROVAL. For purposes of this Plan, stockholder
approval shall mean approval by a vote of the stockholders in accordance with
the requirements of Section 422 of the Code.

(i) GOVERNING LAW. The provisions of the Plan and all Awards made
hereunder shall be governed by and interpreted in accordance with the laws of
the State of Delaware, without regard to any applicable conflicts of law.

As amended, adopted by the Board of
Directors on October 1, 1997.

As amended, approved by the stockholders
of the Company on October 1, 1997.

A-6
<PAGE>

APPENDIX B

THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
TRIMERIS, INC.

PURSUANT TO SECTIONS 242 AND 245
OF THE GENERAL CORPORATION LAW OF
THE STATE OF DELAWARE
---------------------

TRIMERIS, INC. (the "Corporation"), a corporation duly organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, does hereby certify as follows:

1. The name of the Corporation is TRIMERIS, INC.

2. The Corporation's original Certificate of Incorporation was filed
with the Secretary of State of the State of Delaware under the name SL-1
Pharmaceuticals, Inc. on January 7, 1993.

3. This Third Restated Certificate of Incorporation restates,
integrates and further amends the Second Restated Certificate of Incorporation
of the Corporation, was duly adopted in accordance with the provisions of
Sections 242 and 245 of the General Corporation Law of the State of Delaware,
and was approved by written consent of the holders of a majority of the issued
and outstanding capital stock of the Corporation in accordance with the
provisions of Section 228 of the General Corporation Law of the State of
Delaware with prompt written notice thereof having been given to those
stockholders of the Corporation not signing such written consent pursuant to
Section 228 (d) of the General Corporation Law of the State of Delaware. The
resolution setting forth the Third Restated Certificate of Incorporation is as
follows:

"RESOLVED, that the Second Restated Certificate of
Incorporation of the Corporation, as heretofore amended, supplemented
or restated, be amended and restated in its entirety to read as
follows:

* * * * * *

FIRST. The name of the Corporation is TRIMERIS, INC.

SECOND. The address of the registered office of the
Corporation in the State of Delaware is 1013 Centre Road, Wilmington,
New Castle County, Delaware 19805 and the name of the registered agent
is Corporation Service Company.

THIRD. The purpose for which the Corporation is organized is
to engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of the State of Delaware.

FOURTH. The Corporation shall have the authority to issue
40,000,000 shares of capital stock, of which 30,000,000 shares shall be
Common Stock having a par value of $0.001 per share ("Common Stock"),
and of which 10,000,000 shares shall be Preferred Stock having a par
value of $0.001 per share ("Preferred Stock").

The following is a statement of the designations and the powers, privileges and
rights and the qualifications, limitations or restrictions thereof in respect to
each class of capital stock of the Corporation.

A. Common Stock.
-------------

1. General. The voting, dividend and liquidation
rights of the holders of the Common Stock are subject
to and qualified by the rights of the holders of the
Preferred Stock or any series as may be designated by
the Board of Directors upon any issuance of the
Preferred Stock or any series.

B-1
<PAGE>

2. Voting. The holders of the Common Stock are
entitled to one vote for each share held. There shall
be no cumulative voting.

The number of authorized shares of Common Stock may
be increased or decreased (but not below the number
of shares then outstanding) by the affirmative vote
of the holders of a majority of the stock of the
Corporation entitled to vote, irrespective of the
provisions of Section 242(b)(2) of the General
Corporation Law of the State of Delaware.

3. Dividends. Dividends may be declared and paid on
the Common Stock from funds lawfully available
therefor as and when determined by the Board of
Directors and subject to any preferential dividend
rights of any then outstanding Preferred Stock.

4. Liquidation. Upon the dissolution or liquidation
of the Corporation, whether voluntary or involuntary,
holders of the Common Stock will be entitled to
receive all of the assets of the Corporation
available for distribution to its stockholders,
subject to any preferential rights of any then
outstanding Preferred Stock.

B. Preferred Stock.

Preferred Stock may be issued from time to time in
one or more series, each of such series to have such terms as
stated or expressed herein and in the resolution or
resolutions providing for the designation of such series
adopted by the Board of Directors of the Corporation as
hereinafter provided. Any shares of Preferred Stock which may
be redeemed, purchased or acquired by the Corporation may be
reissued except as otherwise provided by law or this Third
Restated Certificate of Incorporation. Different series of
Preferred Stock shall not be construed to constitute different
classes of shares for the purposes of voting by classes unless
expressly provided.

Authority is hereby expressly granted to the Board of
Directors from time to time to designate the Preferred Stock
in one or more series, and in connection with the designation
of any such series, by resolution providing for the issue of
the shares thereof, to determine and fix such voting powers,
full or limited, or no voting powers, and such designations,
preferences and relative participating, optional or other
special rights, and qualifications, limitations or
restrictions thereof, including without limitation thereof,
dividend rights, conversion rights, redemption privileges and
liquidation preferences, as shall be stated and expressed in
such resolutions, all to the full extent now or hereafter
permitted by the General Corporation Law of the State of
Delaware. Without limiting the generality of the foregoing,
the resolutions providing for designation of any series of
Preferred Stock may provide that such series shall be superior
or rank equally or be junior to the Preferred Stock of any
other series to the extent permitted by law and this Third
Restated Certificate of Incorporation. Except as otherwise
provided in this Third Restated Certificate of Incorporation,
no vote of the holders of the Preferred Stock or Common Stock
shall be a prerequisite to the designation or issuance of any
shares of any series of the Preferred Stock authorized by and
complying with the conditions of this Third Certificate of
Incorporation, the right to have such vote being expressly
waived by all present and future holders of the capital stock
of the Corporation.

FIFTH. The Corporation shall have perpetual existence.

SIXTH. In furtherance of and not in limitation of powers
conferred by statute, it is further provided:

1. Election of directors need not be by written ballot.

2. The Board of Directors of the Corporation shall have the
power to adopt, amend or repeal the Bylaws of the
Corporation.

SEVENTH. Whenever a compromise or arrangement is proposed
between this Corporation and its creditors or any class of

them and/or between this Corporation and its stockholders or any class
of

B-2
<PAGE>

them, any court of equitable jurisdiction within the State of Delaware
may, on the application in a summary way of this Corporation or of any
creditor or stockholder thereof, or on the application of any receiver
or receivers appointed for this Corporation under the provisions of
Section 291 of Title 8 of the Delaware Code or on the application of
trustees in dissolution or of any receiver or receivers appointed for
this Corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, to be summoned in such manner as the
said court directs. If a majority in number representing three-fourths
in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the case
may be, agree to any compromise or arrangement and to any
reorganization of this Corporation as a consequence of such compromise
of arrangement and the said reorganization shall, if sanctioned by the
court to which the said application has been made, be binding on all
the creditors or class of creditors, and/or on all the stockholders or
class of stockholders, of this Corporation, as the case may be, and
also on this Corporation.

EIGHTH. No Director of the Corporation shall have personal
liability arising out of an action whether by or in the right of the
Corporation or otherwise for monetary damages for breach of fiduciary
duty as a Director; provided, however, that the foregoing shall not
eliminate or limit the liability of a Director (i) for any breach of
the Director's duty of loyalty to the Corporation or its stockholders;
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) under
Section 174 of the General Corporation Law of the State of Delaware or
any successor provision; (iv) for any transaction from which such
Director derived an improper personal benefit; or (v) for acts or
omissions occurring prior to the date of the effectiveness of this
provision.

Furthermore, notwithstanding the foregoing provision, in the
event that the General Corporation Law of the State of Delaware is
amended or enacted to permit further elimination or limitation of the
personal liability of a Director, the personal liability for the
Corporation's Directors shall be limited or eliminated to the fullest
extent permitted by the applicable law.

This provision shall not affect any provision permitted under
the General Corporation Law of the State of Delaware, in the
certificate of incorporation, bylaws or contract or resolution of the
Corporation indemnifying or agreeing to indemnify a Director of the
Corporation against personal liability. Any repeal or modification of
this provision shall not adversely affect any limitation hereunder on
the personal liability of a Director of the Corporation with respect to
acts or omissions occurring prior to such repeal or modification.

NINTH. The Corporation shall, to the fullest extent permitted
by Section 145 of the General Corporation Law of the State of Delaware,
as the same may be amended and supplemented, indemnify any and all
persons whom it shall have power to indemnify under said section from
and against any and all of the expenses, liabilities or other matters
referred to in or covered by said section, and the indemnification
provided for herein shall not be deemed exclusive of any other rights
to which those indemnified may be entitled under any Bylaw, agreement,
vote of stockholders or disinterested Directors or otherwise, both as
to action in his or her official capacity and as to action in another
capacity while holding such office, and shall continue as to a person
who has ceased to be a Director, officer, employee, or agent and shall
inure to the benefit of the heirs, executors, and administrators of
such a person. The Corporation shall advance expenses for the defense
of any Director, officer, employee or agent prior to a final
disposition of a claim provided such party executes an undertaking to
repay advances from the Corporation if it is ultimately determined that
such party is not entitled to indemnification. Any repeal or
modification of this Article shall not adversely affect any right or
protection existing hereunder immediately prior to such repeal or
modification.

TENTH. The Corporation reserves the right to amend, alter,
change or repeal any provision contained in this Third Restated
Certificate of Incorporation, in the manner now or hereafter prescribed
by statute, and all rights conferred upon stockholders are herein
granted subject to this reservation.

ELEVENTH. This Article is inserted for the management of the
business and for the conduct of the affairs of the Corporation.

B-3
<PAGE>

1. Number of Directors. The number of Directors of the
Corporation shall not be less than three. The exact number of Directors within
the limitations specified in the preceding sentence shall be fixed from time to
time by, or in the manner provided in, the Corporation's Bylaws.

2. Classes of Directors. The Board of Directors shall be and
is divided into three classes: Class I, Class II and Class III. No one class
shall have more than one Director more than any other class. If a fraction is
contained in the quotient arrived at by dividing the designated number of
directors by three, then, if such fraction is one-third, the extra Director
shall be a member of Class I, and if such fraction is two-thirds, one of the
extra Directors shall be a member of Class I and one of the extra Directors
shall be a member of Class II, unless otherwise provided from time to time by
resolution adopted by the Board of Directors.

3. Terms of Office. Each Director shall serve for a term
ending on the date of the third annual meeting following the annual meeting at
which such Director was elected; provided, that each initial Director in Class I
shall serve for a term ending on the date of the annual meeting in 1998; each
initial Director in Class II shall serve for a term ending on the date of the
annual meeting in 1999; and each initial Director in Class III shall serve for a
term ending on the date of the annual meeting in 2000; and provided further,
that the term of each Director shall be subject to the election and
qualification of his successor and to his earlier death, resignation or removal.

4. Allocation of Directors Among Classes in the Event of
Increases or Decreases in the Number of Directors. In the event of any increases
or decreases in the authorized number of Directors, (i) each Director then
serving as such shall nevertheless continue as a Director of the class of which
he is a member, and (ii) the newly created or eliminated directorships resulting
from such increase or decrease shall be apportioned by the Board of Directors
among the three classes of Directors so as to ensure that no one class has more
than one Director more than any other class. To the extent possible, consistent
with the foregoing rule, any newly created directorships shall be added to those
classes whose terms of office are to expire at the latest dates following such
allocation, and any newly eliminated directorships shall be subtracted from
those classes whose terms of offices are to expire at the earliest dates
following such allocation, unless otherwise provided from time to time by
resolution adopted by the Board of Directors.

5. Quorum; Action at Meeting. A majority of the Directors at
any time in office shall constitute a quorum for the transaction of business. In
the event one or more of the Directors shall be disqualified to vote at any
meeting, then the required quorum shall be reduced by one for each Director so
disqualified, provided that in no case shall less than one-third of the number
of Directors fixed pursuant to Section 1 of this Article constitute a quorum. If
at any meeting of the Board of Directors there shall be less than such a quorum,
a majority of those present may adjourn the meeting from time to time. Every act
or decision done or made by a majority of the Directors present shall be
regarded as the act of the Board of Directors unless a greater number is
required by law, by the Bylaws of the Corporation or by this Certificate of
Incorporation.

6. Removal. A Director may be removed from office with cause
by the affirmative vote of at least seventy-five percent (75%) of all eligible
votes present in person or by proxy at a meeting of stockholders at which a
quorum is present. A Director may be removed from office without cause by the
affirmative vote of seventy-five percent (75%) of all eligible votes present in
person or by proxy at a meeting of stockholders at which a quorum is present,
provided that removal without cause is recommended to the stockholders by the
Board of Directors pursuant to a vote of not less than seventy-five percent
(75%) of the Directors then in office. If a Director is elected by a separate
voting group, only the members of that voting group may participate in the vote
to remove him. The entire Board of Directors may not be removed except pursuant
to the removal of individual Directors in accordance with the foregoing
provisions.

For purposes of this Section, "cause" is defined as personal
dishonesty, incompetence, mental or physical incapacity, breach of fiduciary
duty involving personal profit, a failure to perform stated duties, or a
violation of any law, rule or regulation (other than a traffic violation or
similar routine offense) (based on a conviction for such offense or an opinion
of counsel to the Corporation that such violation has occurred).

7. Vacancies. Any vacancy in the Board of Directors, however
occurring, including a vacancy resulting from an enlargement of the Board of
Directors, shall be filled only by a vote of a majority of the Directors then in
office, although less than a quorum, or by a sole remaining Director. A Director
elected to fill a

B-4
<PAGE>

vacancy shall be elected to hold office until the next election of the class for
which such Director shall have been chosen, subject to the election and
qualifications of his successor and to his earlier death, resignation or
removal.

8. Stockholder Nominations and Introduction of Business,
Etc. Advance notice of stockholder nominations for election of Directors and
other business to be brought by stockholders before a meeting of stockholders
shall be given in the manner provided by the Bylaws of the Corporation.

9. Amendments to Article. Notwithstanding any other
provisions of law, this Third Restated Certificate of Incorporation or the
Bylaws of the Corporation , each as amended, and notwithstanding the fact that a
lesser percentage may be specified by law, the affirmative vote of the holders
of at least seventy-five percent (75%) of the shares of capital stock of the
Corporation issued and outstanding and entitled to vote shall be required to
amend or repeal, or to adopt any provision inconsistent with, this Article;
provided, however, the provisions of this section shall not apply, and the
provisions of Delaware law otherwise applicable shall apply, to an amendment or
repeal approved by the Board of Directors by resolution adopted by a two-third
vote of all disinterested Directors then in office.

TWELFTH. Stockholders of the Corporation may not take any
action by written consent in lieu of a meeting. Notwithstanding any other
provisions of law, the this Third Restated Certificate of Incorporation or the
Bylaws of the Corporation, each as amended, and notwithstanding the fact that a
lesser percentage may be specified by law, the affirmative vote of the holders
of at least seventy-five percent (75%) of the shares of capital stock of the
Corporation issued and outstanding and entitled to vote shall be required to
amend or repeal, or to adopt any provision inconsistent with, this Article;
provided, however, the provisions of this section shall not apply, and the
provisions of Delaware law otherwise applicable shall apply, to an amendment or
repeal approved by the Board of Directors by resolution adopted by a two-third
vote of all disinterested Directors then in office.

THIRTEENTH. Special meetings of the stockholders may be called
at any time by only the Chairman of the Board of Directors, the Chief Executive
Officer (or if there is no Chief Executive Officer, the President) or the Board
of Directors. Business transacted at any special meeting of stockholders shall
be limited to matters relating to the purpose or purposes stated in the notice
of meeting. Notwithstanding any other provision of law, this Third Restated
Certificate of Incorporation or the Bylaws of the Corporation, each as amended,
and notwithstanding the fact that a lesser percentage may be specified by law,
the affirmative vote of the holders of at least seventy-five percent (75%) of
the shares of capital stock of the Corporation issued and outstanding and
entitled to vote shall be required to amend or repeal, or to adopt any provision
inconsistent with, this Article; provided, however, the provisions of this
section shall not apply, and the provisions of Delaware law otherwise applicable
shall apply, to an amendment or repeal approved by the Board of Directors by
resolution adopted by a two-third vote of all disinterested Directors then in
office.

FOURTEENTH. The Board of Directors, when considering a tender
offer or merger or acquisition proposal, may take into account factors in
addition to potential short-term economic benefits to stockholders of the
Corporation, including without limitation (i) comparison of the proposed
consideration to be received by stockholders in relation to the then current
market price of the Corporation's capital stock, the estimated current value of
the Corporation in a freely negotiated transaction, and the estimated future
value of the Corporation as an independent entity, and (ii) the impact of such a
transaction on the employees, suppliers, and customers of the Corporation and
its effect in the communities in which the Corporation operates.

FIFTEENTH This Third Amended and Restated Certificate of
Corporation shall be effective Friday, October 10, 1997.

B-5
<PAGE>

IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
hereunto affixed and this certificate to be signed by Matthew A. Megaro, its
Executive Vice President, who hereby acknowledges under penalties of perjury
that the facts herein stated are true and that this certificate is his act and
deed, and attested by Timothy J. Creech, its Assistant Secretary, this 8th day
of October, 1997.

TRIMERIS, INC.
[CORPORATE SEAL]
By: /s/ Matthew A. Megaro
-------------------------
Matthew A. Megaro
Executive Vice President
ATTEST:

By: /s/ Timothy J. Creech
------------------------
Timothy J. Creech
Assistant Secretary

B-6
<PAGE>

A [X] PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE.

---------------------------------------------------
TRIMERIS, INC.
---------------------------------------------------

Mark box at right if you plan to attend the meeting. [ ]

Mark box at right if an address change or comment has been
noted on the reverse side of this card. [ ]

CONTROL NUMBER:
RECORD DATE SHARES:

Please be sure to sign and date this Proxy. Date
_____________________________________________________________________________

____________Stockholder sign here__________________Co-owner sign here________

DETACH CARD
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<CAPTION>

For All With- For All
Nominees held Except
<S> <C> <C> <C>
1. Election of Directors:

(01) Dani P. Bolognasi, Ph.D [ ] [ ] [ ]
(02) J. Richard Crout, M.D. [ ] [ ] [ ]
</TABLE>

If you do not wish your shares voted "For" a particular nominee, mark the "For
All Except" box and write the name of the nominee on the line provided below.

- --------------------------------------------------------------------------------
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<CAPTION>
<S> <C> <C> <C>
2. Ratification of Accountants: Ratification and approval of the selection of For Against Abstain
KPMG LLP as independent accountants for the fiscal year ending December 31,
2000.
[ ] [ ] [ ]

3. Approval of an amendment to our Amended and Restated Stock Incentive Plan For Against Abstain
to increase the number of shares of common stock available for grant by
750,000 shares.
[ ] [ ] [ ]
4. Approval of an amendment to our Third Amended and Restated Certificate of
incorporation to increase the number of authorized shares of common stock
available for issuance by 30,000,000 shares to 60,000,000 shares of common
stock. [ ] [ ] [ ]

Detach Card
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<PAGE>
TRIMERIS, INC.

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Dr. Dani P. Bolognesi and Timothy J. Creech,
jointly and severally, as proxies, with full power of substitution and
resubstitution, to vote all shares of common stock which the undersigned is
entitled to vote at the Annual Meeting of Stockholders of Trimeris, Inc. to be
held on Thursday, June 22, 2000, or at any postponements or adjournments
thereof, as specified on the reverse, and to vote in his discretion on such
other business as may properly come before the Meeting and any adjournments
thereof.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1, 2, 3 AND 4.

UNLESS OTHERWISE SPECIFIED BY THE UNDERSIGNED, THIS PROXY WILL BE VOTED FOR
PROPOSALS 1, 2, 3 AND 4 AND WILL BE VOTED BY THE PROXYHOLDERS AT THEIR
DISCRETION AS TO ANY OTHER MATTERS PROPERLY TRANSACTED AT THE MEETING OR ANY
ADJOURNMENTS THEREOF. TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS'
RECOMMENDATIONS JUST SIGN ON THE REVERSE SIDE. NO BOXES NEED BE CHECKED.

________________________________________________________________________________

PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
________________________________________________________________________________
________________________________________________________________________________

Note: Please sign exactly as your name appears hereon. If signing as attorney,
executor, administrator, trustee or guardian, please give full title as such,
and, if signing for a corporation, give your title. When shares are in the names
of more than one person, each should sign.
________________________________________________________________________________

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
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