Proxy Card - Arris Pharmaceutical Corp.
PROXY
ARRIS PHARMACEUTICAL CORPORATION
PROXY SOLICITED BY BOARD OF DIRECTORS
FOR THE SPECIAL MEETING [JANUARY 7], 1998
The undersigned stockholder of Arris Pharmaceutical Corporation (the "Company"
or "Arris") hereby appoints John P. Walker and Frederick J. Ruegsegger and each
of them, as attorneys and proxies of the undersigned, with full power of substitution,
to vote all of the shares of stock of Arris which the undersigned may be entitled
to vote at the Special Meeting of Stockholders of Arris to be held at the Company's
offices located at 180 Kimball Way, South San Francisco, California on [January
7], 1998, at 9:00 a.m. local time, and at any and all postponements, continuations
and adjournments thereof, with all powers that the undersigned would possess if
personally present, upon and in respect of the following matters and in accordance
with the following instructions, with discretionary authority as to any and all
other matters that may properly come before the meeting.
UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR PROPOSALS
1, 2, 3, 4, 5 AND 6. IF SPECIFIC INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE
VOTED IN ACCORDANCE THEREWITH.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.) 2
PLEASE MARK YOUR VOTE AS INDICATED IN THIS EXAMPLE. [X] 1. Approval of issuance
of shares of Common Stock pursuant to the Agreement and
Plan of Merger and Reorganization, dated as of November 2, 1997, among Arris
Pharmaceutical Corporation, Sequana Therapeutics, Inc. and Beagle Acquisition
Sub, Inc. a wholly owned subsidiary of Arris Pharmaceutical Corporation:
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
2. Approval of the Certificate of Amendment to Amended and Restated Certificate
of Incorporation:
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. Approval of the 1997 Equity Incentive Plan:
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
4. Approval of the 1994 Non-Employee Directors' Stock Option Plan, as amended:
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
5. Approval of the Employee Stock Purchase Plan, as amended:
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
6. Upon any other matters which might come before the meeting.
Unless a contrary direction is
indicated, this Proxy will be
voted FOR Proposals 1, 2, 3, 4, 5
and 6. If specific instructions
are indicated, this Proxy will be
voted in accordance therewith.
Signature(s) ______________________________________________ Dated ______, 1997
Please sign exactly as name appears on this proxy. If signing for estates, trusts
or corporations, title or capacity should be stated. If shares are held jointly,
each holder should sign. PLEASE MARK, DATE, SIGN AND RETURN.
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