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UNITED STATES |
OMB APPROVAL |
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SECURITIES AND EXCHANGE COMMISSION |
OMB Number: 3235-00595 |
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Washington, D.C. 20549 |
Expires: February 28, 2006 |
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SCHEDULE 14A |
Estimated average burden hours per response......... 12.75 |
Proxy
Statement Pursuant to Section 14(a) of
the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant x | |
Filed by a Party other than the Registrant o | |
Check the appropriate box: | |
o | Preliminary Proxy Statement |
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
x | Definitive Proxy Statement |
o | Definitive Additional Materials |
o | Soliciting Material Pursuant to Rule §240.14a-12 |
Payment of Filing Fee (Check the appropriate box):
x | No fee required. | |
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
1. | Title of each class of securities to which transaction applies: | |
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2. | Aggregate number of securities to which transaction applies: | |
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3. | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
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4. | Proposed maximum aggregate value of transaction: | |
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5. | Total fee paid: | |
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SEC 1913 (03-04) Persons who are to respond to the Collection of information contained in this form are not required to respond unless the form displays a currently valid OMB cotrol number. |
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o | Fee paid previously with preliminary materials. | |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
1. | Amount Previously Paid: | |
2. | Form, Schedule or Registration Statement No.: | |
3. | Filing Party: | |
4. | Date Filed: | |
Dear Stockholder:
1. |
To elect six directors to serve until the 2006 annual meeting of stockholders and until their successors are duly elected and qualified. |
2. |
To transact any other business which may properly come before the meeting. |
Needham, Massachusetts
April 22,
2005
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE URGED TO DATE,
SIGN AND PROMPTLY RETURN YOUR PROXY, OR TO VOTE ELECTRONICALLY OR BY TELEPHONE IN ACCORDANCE WITH THE INSTRUCTIONS ON THE PROXY
CARD.
TABLE OF CONTENTS
Page | ||||||
QUESTIONS AND
ANSWERS ABOUT THE ANNUAL MEETING |
1 | |||||
What is the
purpose of the annual meeting? |
1 | |||||
Who is
entitled to vote? |
1 | |||||
Can I attend
the meeting? |
1 | |||||
What
constitutes a quorum? |
1 | |||||
How do I
vote? |
2 | |||||
Will other
matters be voted on at the annual meeting? |
2 | |||||
Can I revoke
my proxy instructions? |
2 | |||||
What other
information should I review before voting? |
3 | |||||
PROPOSAL 1:
ELECTION OF DIRECTORS |
3 | |||||
Introduction |
3 | |||||
Vote
Required |
3 | |||||
Recommendation |
3 | |||||
Information
Regarding the Nominees and Executive Officers |
3 | |||||
The Board of
Directors and Its Committees |
5 | |||||
Stockholder
Communications |
7 | |||||
Section 16(a)
Beneficial Ownership Reporting Compliance |
7 | |||||
Code of
Business Conduct and Ethics |
8 | |||||
PRINCIPAL AND
MANAGEMENT STOCKHOLDERS |
8 | |||||
COMPENSATION
OF DIRECTORS AND EXECUTIVE OFFICERS |
10 | |||||
Director
Compensation |
10 | |||||
Executive
Compensation |
10 | |||||
Summary
Compensation Table |
10 | |||||
Options
Granted in Last Fiscal Year |
11 | |||||
Aggregated
Option Exercises in Last Fiscal Year and Fiscal Year End Option Values |
11 | |||||
Employment
Contracts, Termination of Employment and Change-of-Control Arrangements |
12 | |||||
REPORT OF THE
COMPENSATION COMMITTEE |
13 | |||||
Compensation
Committee Interlocks and Insider Participation |
14 | |||||
REPORT OF THE
AUDIT COMMITTEE |
14 | |||||
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM |
15 | |||||
Audit
Fees |
15 | |||||
Audit-Related
Fees |
15 | |||||
Tax
Fees |
15 | |||||
All Other
Fees |
15 | |||||
STOCK
PERFORMANCE GRAPH |
16 | |||||
OTHER
MATTERS |
17 | |||||
Expenses of
Solicitation |
17 | |||||
Stockholder
Proposals for 2006 Annual Meeting |
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AVANT IMMUNOTHERAPEUTICS, INC.
119 Fourth Avenue
Needham,
Massachusetts 02494
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
What is the purpose of the annual meeting?
Who is entitled to vote?
Can I attend the meeting?
What constitutes a quorum?
How do I vote?
Will other matters be voted on at the annual meeting?
Can I revoke my proxy instructions?
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filing a written revocation with the Secretary of AVANT at the address set forth below; |
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filing a duly executed proxy bearing a later date; or |
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appearing in person and voting by ballot at the annual meeting. |
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What other information should I review before voting?
PROPOSAL 1: ELECTION OF DIRECTORS
Introduction
Vote Required
Recommendation
Information Regarding the Nominees and Executive Officers
Nominee |
Age |
Year First Became Director |
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J. Barrie
Ward, Ph.D. |
66 | 1998 | ||||||||
Una S. Ryan,
Ph.D. |
63 | 1996 | ||||||||
Harry H.
Penner, Jr. |
59 | 1997 | ||||||||
Peter A.
Sears |
66 | 1999 | ||||||||
Karen Shoos
Lipton |
51 | 2001 | ||||||||
Larry
Ellberger |
57 | 2003 |
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4
Name of Individual |
Age |
Position and Office |
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M. Timothy
Cooke, Ph.D. |
47 | Chief Operating Officer |
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Avery W.
Catlin |
56 | Senior Vice President, Chief Financial Officer and Secretary |
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Henry C.
Marsh, Jr., Ph.D. |
54 | Vice
President, Research |
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Taha Keilani,
M.D. |
49 | Vice
President, Medical and Regulatory Affairs |
The Board of Directors and Its Committees
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the name and address of record of the securityholder; |
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a representation that the securityholder is a record holder of the Companys securities, or if the securityholder is not a record holder, evidence of ownership in accordance with Rule 14a-8(b)(2) of the Securities Exchange Act of 1934; |
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the name, age, business and residential address, educational background, current principal occupation or employment, and principal occupation or employment for the preceding five (5) full fiscal years of the proposed director candidate; |
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a description of the qualifications and background of the proposed director candidate which addresses the minimum qualifications and other criteria for Board membership approved by the Board from time to time and set forth in the Committees written charter; |
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A description of any arrangements or understandings between the securityholder and the proposed director candidate; and |
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The consent of the proposed director candidate to be named in the proxy statement relating to the Companys annual meeting of stockholders and to serve as a director if elected at such annual meeting. |
Stockholder Communications
Section 16(a) Beneficial Ownership Reporting Compliance
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Code of Business Conduct and Ethics
PRINCIPAL AND MANAGEMENT STOCKHOLDERS
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each director and nominee for director; |
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the Chief Executive Officer and the other most highly compensated executive officers whose total salary and bonus exceeded $100,000 during 2004; |
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all directors and officers as a group; and |
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each person known by AVANT to hold more than 5% of our outstanding common stock. |
Name and Business Address of Beneficial Owners* |
Amount and Nature of Beneficial Ownership (1) |
Percentage of Common Stock (2) |
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Directors
and Executive Officers |
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J. Barrie
Ward, Ph.D. |
496,748 (3 | ) | ** | |||||||
Una S. Ryan,
Ph.D. |
1,284,413 (4 | ) | 1.70 | % | ||||||
Harry H.
Penner, Jr. |
95,000 (5 | ) | ** | |||||||
Peter A.
Sears |
142,739 (6 | ) | ** | |||||||
Karen Shoos
Lipton |
50,000 (7 | ) | ** | |||||||
Larry
Ellberger |
30,000 (8 | ) | ** | |||||||
M. Timothy
Cooke, Ph.D. |
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Avery W.
Catlin |
236,750 (9 | ) | ** | |||||||
Henry C.
Marsh, Jr., Ph. D. |
136,935 (10 | ) | ** | |||||||
Taha Keilani,
M.D. |
500 | ** | ||||||||
5%
Holders |
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None |
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All
Directors and executive officers as a group |
2,473,085 (11 | ) | 3.24 | % | ||||||
(Consisting
of 10 persons) |
* |
Unless otherwise indicated, the address is c/o AVANT Immunotherapeutics, Inc., 119 Fourth Avenue, Needham, Massachusetts 02494-2725. |
** |
Less than 1%. |
(1) |
Unless otherwise indicated, the persons shown have sole voting and investment power over the shares listed. |
(2) |
Common stock includes all outstanding common stock plus, as required for the purpose of determining beneficial ownership (in accordance with Rule 13d-3(d)(1) of the Securities Exchange |
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Act of 1934, as amended), all common stock subject to any right of acquisition, through exercise or conversion of any security, within 60 days of the record date. |
(3) |
Includes 128,833 shares of common stock issuable upon exercise of options, which are vested or will vest within 60 days of the record date. The business address of Dr. Ward is KuDOS Pharmaceuticals Ltd., 327 Cambridge Science Park, Cambridge CB4 OW9, England. |
(4) |
Includes 1,085,000 shares of common stock issuable upon exercise of options, which are vested or will vest within 60 days of the record date. Includes 100,000 Restricted Stock Units, which are vested or will vest within 60 days of the record date. Includes 32,000 shares owned by Dr. Ryans husband, of which Dr. Ryan disclaims beneficial ownership. |
(5) |
Includes 90,000 shares of common stock issuable upon exercise of options, which are vested or will vest within 60 days of the record date. The business address of Mr. Penner is Marinus Pharmaceuticals, Inc., 21 Business Park Drive, Branford, Connecticut 06405. |
(6) |
Includes 70,000 shares of common stock issuable upon exercise of options, which are vested or will vest within 60 days of the record date. The business address of Mr. Sears is Quaker BioVentures, 1811 Chestnut Street, Philadelphia, Pennsylvania 19103. |
(7) |
Includes 50,000 shares of common stock issuable upon exercise of options, which are vested or will vest within 60 days of the record date. The business address of Ms. Lipton is American Association of Blood Banks, 8101 Glenbrook Road, Bethesda, MD 20814. |
(8) |
Includes 30,000 shares of common stock issuable upon exercise of options, which are vested or will vest within 60 days of the record date. The business address of Mr. Ellberger is Healthcare Ventures Associates, 23 Fawn Drive, Suite B, Livingston, NJ 07039. |
(9) |
Includes 226,750 shares of common stock issuable upon exercise of options, which are vested or will vest within 60 days of the record date. |
(10) |
Includes 131,100 shares of common stock issuable upon exercise of options, which are vested or will vest within 60 days of the record date. |
(11) |
Includes 1,811,683 shares of common stock issuable upon exercise of options which are vested or will vest within 60 days of the record date. |
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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Director Compensation
Executive Compensation
Summary Compensation Table
Long-Term Compensation Awards |
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Annual Compensation |
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Name and Principal Position |
Year |
Salary ($) |
Bonus ($) |
Restricted Stock Awards ($) |
Securities Underlying Options (#) |
All Other Compensation (1) ($) |
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Una S. Ryan,
Ph.D. |
2004 | 380,000 | 45,600 | 832,000 | (1) | | 3,940 | |||||||||||||||||||
President
and Chief |
2003 | 362,000 | 86,880 | 1,104,000 | (1) | 100,000 | 3,700 | |||||||||||||||||||
Executive
Officer |
2002 | 350,000 | | | | 3,300 | ||||||||||||||||||||
M. Timothy
Cooke, Ph.D. (3) |
2004 | 96,923 | 6,048 | | 200,000 | 180 | ||||||||||||||||||||
Chief
Operating Officer |
2003 | | | | | | ||||||||||||||||||||
2002 | | | | | | |||||||||||||||||||||
Avery W.
Catlin |
2004 | 223,891 | 13,433 | | 12,000 | 3,045 | ||||||||||||||||||||
Senior
Vice President and |
2003 | 215,280 | 25,834 | | 10,000 | 2,779 | ||||||||||||||||||||
Chief
Financial Officer |
2002 | 208,000 | | | | 2,749 | ||||||||||||||||||||
Henry C.
Marsh, Jr., Ph.D. |
2004 | 180,876 | 12,000 | | 12,000 | 2,461 | ||||||||||||||||||||
Vice
President, Research |
2003 | 173,919 | 20,870 | | 10,000 | 2,346 | ||||||||||||||||||||
2002 | 168,038 | | | | 2,093 | |||||||||||||||||||||
Taha Keilani,
M.D. (4) |
2004 | 128,269 | 6,900 | | 50,000 | 934 | ||||||||||||||||||||
Vice
President, Medical and |
2003 | | | | | | ||||||||||||||||||||
Regulatory
Affairs |
2002 | | | | | |
(1) |
On November 5, 2004, the Company awarded Dr. Ryan 400,000 Restricted Stock Units, which were valued at $832,000 based on $2.08 per share, the closing price of AVANTs common stock on the award date. On September 18, 2003, the Company awarded Dr. Ryan 400,000 Restricted Stock Units, which were valued at $1,104,000 based on $2.76 per share, the closing price of AVANTs common stock on the award date. The value of all Restricted Stock Units as of December 31, 2004 was $1,608,000 based |
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on $2.01 per share, the closing price of AVANTs common stock on that date. The Restricted Stock Units vest over four years. In the event that AVANT pays a stock or cash dividend on its common stock, dividend equivalents will be paid on the Restricted Stock Units. |
(2) |
Includes AVANTs matching cash contribution to the 401(k) Savings Plan of each named executive officer and premiums paid for life insurance under the Companys nondiscriminatory group plan for each named executive officer. |
(3) |
Dr. Cooke joined AVANT on August 2, 2004. |
(4) |
Dr. Keilani joined AVANT on June 7, 2004. |
Options Granted in Last Fiscal Year
Potential Realizable Value at Assumed Annual Rates of Price Appreciation for Option Term |
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Individual Grants |
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Name |
Number of Securities Underlying Options Granted (#) |
Percent of Total Options Granted to Employees in Fiscal Year (1) |
Exercise Per Share Price ($/Sh) (2) |
Expiration Date |
5% ($) |
10% ($) |
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Una S. Ryan,
Ph.D. |
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M. Timothy
Cooke, Ph.D. |
200,000 | 41 | % | 1.9300 | 08/02/14 | 242,753 | 615,185 | ||||||||||||||||||||
Avery W.
Catlin |
12,000 | 2 | % | 2.7650 | 01/02/14 | 20,867 | 52,880 | ||||||||||||||||||||
Henry C. Marsh,
Jr., Ph.D. |
12,000 | 2 | % | 2.7650 | 01/02/14 | 20,867 | 52,880 | ||||||||||||||||||||
Taha Keilani,
M.D. |
50,000 | 10 | % | 2.5850 | 06/07/14 | 81,285 | 205,991 |
(1) |
During the 2004 fiscal year, a total of 274,000 stock options were granted to the executive officers named in the Summary Compensation Table above. These options vest over four years and have a ten-year term. During 2004, a total of 485,000 stock options were granted to employees of AVANT. |
(2) |
Equal to the average of the high and low market prices of the common stock on the grant date. |
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option Values
Number of Securities Underlying Unexercised Options at Fiscal Year End (#) |
Value of Unexercised In-the-Money Options at Fiscal Year End (1) ($) |
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Name |
Shares Acquired on Exercise (#) |
Value Realized ($) |
Exercisable |
Unexercisable |
Exercisable |
Unexercisable |
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Una S. Ryan,
Ph.D. |
| | 1,060,000 | 100,000 | 258,270 | 65,250 | ||||||||||||||||||||||
M. Timothy
Cooke, Ph.D. |
| | | 200,000 | | 16,000 | ||||||||||||||||||||||
Avery W.
Catlin |
| | 221,250 | 25,750 | 2,175 | 6,525 | ||||||||||||||||||||||
Henry C. Marsh,
Jr., Ph.D. |
| | 125,600 | 10,000 | 10,795 | 35,775 | ||||||||||||||||||||||
Taha Keilani,
M.D. |
| | | 50,000 | | |
(1) |
Based on the $2.01 per share closing price of AVANTs common stock on December 31, 2004. |
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Employment Contracts, Termination of Employment and Change-of-Control Arrangements
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REPORT OF THE COMPENSATION COMMITTEE
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Compensation Committee Interlocks and Insider Participation
REPORT OF THE AUDIT COMMITTEE
1. |
The Audit Committee has reviewed and discussed with management the audited financial statements for AVANT for the fiscal year ended December 31, 2004. |
2. |
The Audit Committee has discussed with representatives of PricewaterhouseCoopers LLP the matters which are required to be discussed with them under the provisions of SAS 61. That Statement of Accounting Standards requires the auditors to ensure that the Audit Committee received information regarding the scope and results of the audit. PricewaterhouseCoopers LLP has also communicated with the Audit Committee on matters required by Rule 2-07 of Regulation S-X. |
3. |
The Audit Committee has discussed with PricewaterhouseCoopers LLP, the independent public accounting firm, the auditors independence from management and AVANT including the matters in the written disclosures and the letter from the independent auditors required by the Independence Standards Board, Standard No. 1. |
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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Audit Fees
Audit-Related Fees
Tax Fees
All Other Fees
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STOCK PERFORMANCE GRAPH
12/31/99 |
12/29/00 |
12/31/01 |
12/31/02 |
12/31/03 |
12/31/04 |
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AVANT
Immunotherapeutics, Inc. |
$ | 100 | $ | 278 | $ | 162 | $ | 46 | $ | 111 | $ | 81 | ||||||||||||||
Nasdaq Stock
Market (U.S.) Index |
$ | 100 | $ | 60 | $ | 48 | $ | 33 | $ | 49 | $ | 54 | ||||||||||||||
Nasdaq
Pharmaceutical Stock Index |
$ | 100 | $ | 125 | $ | 106 | $ | 69 | $ | 101 | $ | 107 |
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Expenses of Solicitation
Stockholder Proposals for 2006 Annual Meeting
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VOTE BY INTERNET - www.proxyvote.com |
AVANT
IMMUNOTHERAPEUTICS, INC. |
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. |
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ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS |
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If you would like to reduce the costs incurred by AVANT Immunotherapeutics, Inc. in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access shareholder communications electronically in future years. |
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VOTE BY PHONE - 1-800-690-6903 |
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Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. |
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VOTE BY MAIL |
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Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to AVANT Immunotherapeutics, Inc., c/o ADP, 51 Mercedes Way,Edgewood, NY 11717. |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: |
AVANT1 |
KEEP THIS PORTION FOR YOUR RECORDS |
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
DETACH AND RETURN THIS PORTION ONLY |
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AVANT IMMUNOTHERAPEUTICS, INC. |
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Election of Directors. |
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Nominees: |
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To withhold authority to vote, mark For All Except and write the nominee's number on the line below. |
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(01) J. Barrie Ward |
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(02) Una S. Ryan |
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(03) Harry H. Penner, Jr. |
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(04) Peter A. Sears |
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(05) Karen Shoos Lipton |
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(06) Larry Ellberger |
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Please sign exactly as your name(s) appear(s) on the books of the Company. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title. |
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Please be sure to sign and date this Proxy. |
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HOUSEHOLDING ELECTION - Please indicate if you consent to receive certain future investor communications in a single package per household |
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Signature [PLEASE SIGN WITHIN BOX] |
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Signature (Joint Owners) |
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AVANT IMMUNOTHERAPEUTICS, INC. |
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Proxy Solicited by the Board of Directors for the |
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Annual Meeting of Stockholders |
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on May 19, 2005 |
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The undersigned hereby appoints J. Barrie Ward and Una S. Ryan, and each of them, as the true and lawful attorneys, agents and proxies of the undersigned, with full power of substitution, and hereby authorizes them to represent and to vote, as designated on the reverse, all shares of Common Stock held of record by the undersigned on April 7, 2005, at the Annual Meeting of Stockholders (the Meeting) to be held at 2:00 p.m. on May 19, 2005 at the Companys offices located at 119 Fourth Avenue, Needham, Massachusetts 02494, or at any adjournment or postponement thereof. |
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When properly executed, this proxy will be voted in the manner directed herein by the undersigned stockholder(s). If no direction is given in connection with Proposal 1, this proxy will be voted FOR the election of the nominees for director and, in their discretion, the proxies are each authorized to vote upon such other business as may properly come before the Meeting and any adjournments or postponements thereof. Any stockholders wishing to vote in accordance with the Board of Directors recommendations need only sign and date this proxy and return it in the postage-paid envelope provided. |
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The undersigned hereby acknowledges(s) receipt of a copy of the accompanying Notice of Annual Meeting of Stockholders, the Proxy Statement with respect thereto and the Companys 2004 Annual Report to Stockholders, and hereby revoke(s) any proxy or proxies heretofore given. This proxy may be revoked at any time before it is executed. |
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PLEASE VOTE, DATE, AND SIGN ON REVERSE SIDE |
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AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. |
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