<PAGE>
                            SCHEDULE 14A INFORMATION
                                 (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:
    /X/  Preliminary Proxy Statement
    / /  Confidential, for Use of the Commission Only (as permitted by Rule
         14a-6(e)(2))
    / /  Definitive Proxy Statement
    / /  Definitive Additional Materials
    / /  Soliciting Material Pursuant to Section 240.14a-11(c) or Section 
         240.14a-12
                         Atlantic Pharmaceuticals, Inc.
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)

                         Atlantic Pharmaceuticals, Inc.
- --------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
Payment of Filing Fee (Check the appropriate box):
 
/X/  No fee required

/ /  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 
     and 0-11

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

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

        ------------------------------------------------------------------------
    (3) Per unit price or other underlying value of transaction computed
        pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
        filing fee is calculated and state how it was determined):

        ------------------------------------------------------------------------
    (4) Proposed maximum aggregate value of transaction:

        ------------------------------------------------------------------------
    (5) Total fee paid:

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

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
    0-11(a)(2) and identify the filing for which the offsetting fee was paid
    previously. Identify the previous filing by registration statement number,
    or the Form or Schedule and the date of its filing.

    (1) Amount Previously Paid:

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

        ------------------------------------------------------------------------
    (3) Filing Party:

        ------------------------------------------------------------------------
    (4) Date Filed:

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


<PAGE>

                           ATLANTIC  PHARMACEUTICALS,  INC.
                                1017 Main Campus Drive
                                      Suite 3900
                            Raleigh, North Carolina  27606

                                    April 24, 1997

Dear Stockholder:

    You are cordially invited to attend the Annual Meeting of Stockholders
("Annual Meeting") of Atlantic Pharmaceuticals, Inc. (the "Company"), which will
be held at 9:00 A.M. Eastern Standard Time on Wednesday, May 21, 1997, at the
offices of Brobeck, Phleger & Harrison LLP, 1633 Broadway, 47th Floor, New York,
New York  10019. 

    At the Annual Meeting, you will be asked to consider and vote upon the
following proposals:  

         (i)  to elect a Board of four directors to serve for the ensuing
              year and until their successors are elected and qualified; 

         (ii) to approve a form of indemnification agreement to be entered into
              by and between the Company and its officers and directors; and

         (iii)     to ratify the appointment of KPMG Peat Marwick LLP as
                   the Company's independent auditors for the fiscal year
                   ending December 31, 1997.

    The enclosed Proxy Statement more fully describes the details of the
business to be conducted at the Annual Meeting.  

    After careful consideration, the Company's Board of Directors has
unanimously approved the proposals and recommends that you vote IN FAVOR OF each
such proposal.  

    After reading the Proxy Statement, please mark, date, sign and return the
enclosed proxy card in the accompanying reply envelope no later than May 7,
1997.  If you hold your shares of the Company in street name and decide to
attend the Annual Meeting and vote your shares in person, please notify your
broker to obtain a ballot so that you may vote your shares.  If you are a holder
of record of shares of the Company and vote by ballot at the Annual Meeting,
your proxy vote will be revoked automatically and only your vote at the Annual
Meeting will be counted.  YOUR SHARES CANNOT BE VOTED UNLESS YOU MARK, DATE,
SIGN AND RETURN THE ENCLOSED PROXY OR ATTEND THE ANNUAL MEETING AND VOTE IN
PERSON. 

    A copy of the Company's 1996 Annual Report to Stockholders is also
enclosed.  

    We look forward to seeing you at the Annual Meeting.  

                                       Sincerely,


                                       Jon D. Lindjord
                                       PRESIDENT AND CHIEF EXECUTIVE OFFICER

================================================================================
                                IMPORTANT

    Please mark, date, sign and return the enclosed proxy promptly in the
accompanying postage-paid return envelope so that, if you are unable to attend
the Annual Meeting, your shares may be voted.

================================================================================


<PAGE>

                        ATLANTIC  PHARMACEUTICALS,  INC.
                -----------------------------------------------------


                       NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                               TO BE HELD MAY 21, 1997
                -----------------------------------------------------

TO THE STOCKHOLDERS OF ATLANTIC PHARMACEUTICALS, INC.:

    NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders ("Annual
Meeting") of Atlantic Pharmaceuticals, Inc., a Delaware corporation (the
"Company"), will be held at 9:00 A.M. Eastern Standard Time on Wednesday, May
21, 1997, at the offices of Brobeck, Phleger & Harrison LLP, 1633 Broadway, 47th
Floor, New York, New York  10019, for the following purposes:  

    1.   To elect a Board of four Directors to serve for the ensuing year and
         until their successors are elected and qualified.  The four nominees
         are Jon D. Lindjord; Yuichi Iwaki, M.D., Ph.D.; Steve H. Kanzer and
         John K.A. Prendergast, Ph.D.;

    2.   To approve a form of indemnification agreement to be entered into by
         and between the Company and its officers and directors; 

    3.   To ratify the appointment of KPMG Peat Marwick LLP as the Company's
         independent auditors for the fiscal year ending December 31, 1997; and 
         

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

    The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.

    The record date for determining those stockholders entitled to notice of,
and to vote at, the Annual Meeting and any adjournment thereof is March 24,
1997.  A list of the stockholders entitled to vote at the Annual Meeting will be
available for inspection at the Company's offices, 1017 Main Campus Drive, Suite
3900, Raleigh, North Carolina 27606, for at least 10 days prior to the Annual
Meeting.  

    All stockholders are cordially invited to attend the Annual Meeting. 
However, to assure your representation at the meeting, please carefully read the
accompanying Proxy Statement, which describes the matters to be voted upon at
the Annual Meeting, and mark, date, sign and return the enclosed proxy card in
the reply envelope provided.  Should you receive more than one proxy because
your shares are registered in different names and addresses, each proxy should
be returned to ensure that all your shares will be voted.  If you hold your
shares of the Company in street name and decide to attend the Annual Meeting and
vote your shares in person, please notify your broker to obtain a ballot so that
you may vote your shares.  If you are a holder of record of shares of the
Company and vote by ballot at the Annual Meeting, your proxy vote will be
revoked automatically and only your vote at the Annual Meeting will be counted. 
The prompt return of your proxy card will assist us in preparing for the Annual
Meeting. 

                                       Sincerely,


                                       Jon D. Lindjord
                                       PRESIDENT AND CHIEF EXECUTIVE OFFICER

Raleigh, North Carolina
A
pril 24, 1997

YOUR VOTE IS VERY IMPORTANT.  PLEASE READ THE ATTACHED PROXY STATEMENT
CAREFULLY.  WHETHER OR NOT YOU EXPECT TO ATTEND IN PERSON, PLEASE COMPLETE,
SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ACCOMPANYING ENVELOPE AS
PROMPTLY AS POSSIBLE.




<PAGE>

                           ATLANTIC  PHARMACEUTICALS,  INC.
                          1017 Main Campus Drive, Suite 3900
                            Raleigh, North Carolina 27606

                           --------------------------------
                                   PROXY STATEMENT
                           --------------------------------

                        For the Annual Meeting of Stockholders
                              To Be Held on May 21, 1997


                         GENERAL INFORMATION FOR STOCKHOLDERS

    THE ENCLOSED PROXY ("PROXY") IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS (THE "BOARD") OF ATLANTIC PHARMACEUTICALS, INC., A DELAWARE
CORPORATION (THE "COMPANY"), FOR USE AT THE 1997 ANNUAL MEETING OF STOCKHOLDERS
(THE "ANNUAL MEETING") TO BE HELD AT 9:00 A.M. EASTERN STANDARD TIME ON
WEDNESDAY, MAY 21, 1997, AT THE OFFICES OF BROBECK, PHLEGER & HARRISON LLP, 1633
BROADWAY, 47TH FLOOR, NEW YORK, NEW YORK  10019, AND AT ANY ADJOURNMENT THEREOF.


    This Proxy Statement and the accompanying form of Proxy are to be first
mailed to the stockholders entitled to vote at the Annual Meeting on or about
April 24, 1997.

RECORD DATE AND VOTING

    Stockholders of record at the close of business on March 24, 1997 are
entitled to notice of, and to vote at, the Annual Meeting.  As of the close of
business on such date, there were 2,913,720 shares of the Company's common
stock, par value $0.001 per share (the "Common Stock"), outstanding and entitled
to vote, and held by 72 stockholders of record.  No shares of the Company's
preferred stock are outstanding.  Each stockholder is entitled to one vote for
each share of Common Stock held by such stockholder as of the record date.  If a
choice as to the matters coming before the Annual Meeting has been specified by
a stockholder on the Proxy, the shares will be voted accordingly.  If no choice
is specified, the shares will be voted IN FAVOR OF the approval of the proposals
described in the Notice of Annual Meeting and in this Proxy Statement. 
Abstentions and broker non-votes (I.E., the submission of a Proxy by a broker or
nominee specifically indicating the lack of discretionary authority to vote on
the matter) are counted for purposes of determining the presence or absence of a
quorum for the transaction of business.  Abstentions will be counted towards the
tabulation of votes cast on proposals presented to the stockholders and will
have the same effect as negative votes, whereas broker non-votes will not be
counted for purposes of determining whether a proposal has been approved or not.

    Any stockholder or stockholder's representative who, because of a
disability, may need special assistance or accommodation to allow him or her to
participate at the Annual Meeting may request reasonable assistance or
accommodation from the Company by contacting Investor Relations in writing at
1017 Main Campus Drive, Suite 3900, Raleigh, North Carolina 27606 or by
telephone at (919) 513-7020.  To provide the Company sufficient time to arrange
for reasonable assistance, please submit such requests by May 12, 1997.



<PAGE>

                                      IMPORTANT

    PLEASE MARK, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING
POSTAGE-PREPAID, RETURN ENVELOPE NO LATER THAN MAY 7, 1997 SO THAT, IF YOU ARE
UNABLE TO ATTEND THE ANNUAL MEETING, YOUR SHARES MAY BE VOTED. 

REVOCABILITY OF PROXIES

    Any stockholder giving a Proxy pursuant to this solicitation may revoke it
at any time prior to its exercise.  Stockholders of record may revoke their
proxy by filing with the Secretary of the Company at its principal executive
offices at 1017 Main Campus Drive, Suite 3900, Raleigh, North Carolina 27606 a
duly executed Proxy bearing a later date or by attending the Annual Meeting and
voting their shares in person.  Persons who hold their shares of the Company's
Common Stock in street name may revoke their proxy by contacting their broker to
obtain a legal ballot and filing such ballot bearing a later date with the
Secretary of the Company at its principal executive offices or by attending the
Annual Meeting and voting such legal ballot in person.

SOLICITATION

    The Company will bear the entire cost of solicitation, including the
preparation, assembly, printing and mailing of the Notice of Annual Meeting,
this Proxy Statement, the Proxy and any additional solicitation materials
furnished to stockholders.  Copies of solicitation materials will be furnished
to brokerage houses, fiduciaries and custodians holding shares in their names
that are beneficially owned by others so that they may forward this solicitation
material to such beneficial owners.  To assure that a quorum will be present in
person or by proxy at the Annual Meeting, it may be necessary for certain
officers, directors, employees or other agents of the Company to solicit proxies
by telephone, facsimile or other means or in person.  The Company will not
compensate such individuals for any such services.  The Company does not
presently intend to solicit proxies other than by mail.

    Whether or not you expect to attend the Annual Meeting in person, please
mark, date, sign and return the enclosed Proxy in the accompanying postage
prepaid, return envelope no later than May 7, 1997. 

    THE COMPANY'S ANNUAL REPORT TO STOCKHOLDERS FOR THE YEAR ENDED DECEMBER 
31, 1996 (THE "ANNUAL REPORT") AND ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR 
ENDED DECEMBER 31, 1996 (THE "FORM 10-KSB") HAVE BEEN MAILED CONCURRENTLY 
WITH THE MAILING OF THE NOTICE OF ANNUAL MEETING AND PROXY STATEMENT TO ALL 
STOCKHOLDERS ENTITLED TO NOTICE OF AND TO VOTE AT THE ANNUAL MEETING.  
NEITHER THE ANNUAL REPORT NOR THE FORM 10-KSB IS INCORPORATED INTO THIS PROXY 
STATEMENT AND IS NOT CONSIDERED PROXY SOLICITING MATERIAL.  

                                       2


<PAGE>

                    MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING


                         PROPOSAL ONE - ELECTION OF DIRECTORS


    At the Annual Meeting, a Board of four directors will be elected to serve
for one year and until their successors shall have been duly elected and
qualified or until their earlier resignation or removal.  The Board has selected
four nominees, all of whom are current directors of the Company.  Lindsay A.
Rosenwald, M.D., one of the directors of the Company and the holder of 27% of
the shares of Common Stock of the Company, has declined to be nominated for
reelection to the Board of Directors.  Effective immediately prior to the
election of the members of the Board of Directors at the Annual Meeting, the
size of the Board will be reduced to four.  Accordingly, proxies cannot be voted
for more than four directors.  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.  Unless otherwise instructed, the Proxy holders will
vote the Proxies received by them IN FAVOR OF the nominees named below.  The
four candidates receiving the highest number of affirmative votes of the shares
entitled to vote at the Annual Meeting will be elected.  If any nominee is
unable to or declines to serve as a director, the Proxies may be voted for a
substitute nominee designated by the current Board.  As of the date of this
Proxy Statement, the Board is not aware of any nominee who is unable or will
decline to serve as a director. 

 
   THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE IN FAVOR OF THE ELECTION OF
EACH OF THE FOLLOWING NOMINEES TO SERVE AS DIRECTORS OF THE COMPANY UNTIL THE
NEXT ANNUAL MEETING OF STOCKHOLDERS AND UNTIL THEIR SUCCESSORS HAVE BEEN DULY
ELECTED AND QUALIFIED OR UNTIL THEIR EARLIER RESIGNATION OR REMOVAL.  

INFORMATION WITH RESPECT TO NOMINEES

    Set forth below is information regarding the nominees.  


<TABLE>
<CAPTION>

    Name of Nominees              Age    Position(s) with the Company        Director Since
    ----------------              ---    ----------------------------        --------------
    <S>                           <C>    <C>                                      <C>
    Jon D. Lindjord               47     Director, President and                  1995
                                         Chief Executive Officer

    Yuichi Iwaki, M.D., Ph.D.     47     Director                                 1996

    Steve H. Kanzer               32     Director                                 1993

    John K.A. Prendergast, Ph.D.  41     Director                                 1994
</TABLE>


BUSINESS EXPERIENCE OF NOMINEES

    JON D. LINDJORD assumed the position of Chief Executive Officer and
President of the Company effective August 1, 1995 and was elected a director of
the Company in December 1995.  Since January 13, 1997, Mr. Lindjord also has
served as Chief Executive Officer and President of each of the Company's
subsidiaries, Optex Ophthalmologics, Inc. ("Optex"), Gemini Technologies, Inc.
("Gemini") and Channel Therapeutics, Inc. ("Channel").  From 1988 to 1994, Mr.
Lindjord worked for G.D. Searle, a pharmaceutical company, in a variety of
positions including Vice President, Corporate Marketing Planning; Vice
President, International Marketing Operations; and, most recently, Managing
Director, Eastern Europe and Russia.  During the period from 1985 to 1988, Mr.
Lindjord instituted a new department at Pfizer Pharmaceuticals with the role of
optimizing two-way communications between the marketing, licensing and business
units at the New York City headquarters and the research and development
division in Groton, Connecticut.  During 1984 to 1985, Mr. Lindjord served as
Director of Business Development, Medicinal Products at Bristol-Myers
International Group.  Mr. Lindjord 


                                       3


<PAGE>

currently serves as a director of Latinvest Fund, an emerging markets growth
fund.  Mr. Lindjord received his A.B. from Princeton University in 1970 and his
M.B.A. from the Darden School at the University of Virginia in 1972.

    YUICHI IWAKI, M.D., PH.D. has served as a director of the Company since
August 12, 1996.  Dr. Iwaki has been a Director, Transplantation Immunology and
Immunogenetics Laboratory in the Department of Urology at the University of
Southern California and a Professor of Urology, Surgery and Pathology at the
University of Southern California School of Medicine since 1992.  Prior to that,
Dr. Iwaki held various academic appointments at the University of Southern
California School of Medicine, the University of Pittsburgh, the University of
California, Sapporo Medical School, Nihon University School of Medicine, and
Tokai School of Medicine.  Dr. Iwaki received his M.D. and Ph.D. from Sapporo
Medical School in Japan.

    STEVE H. KANZER, ESQ. has served as a director of the Company since its
inception.  Mr. Kanzer is a Senior Managing Director of the Paramount Capital,
Inc., an investment bank specializing in the biotechnology and biopharmaceutical
industries ("Paramount"), and Paramount Capital Investments LLC, a biotechnology
and biopharmaceutical venture capital and merchant banking firm that is
associated with Paramount.  Mr. Kanzer is a member of the Board of Directors of
Boston Life Sciences, Inc., Endorex Corp. and several other privately held
biotechnology companies and is the Chairman of the Board of Directors of
Discovery Laboratories, Inc.  He has been a founder and director of several
other public and private biotechnology companies, including Avigen, Inc., Titan
Pharmaceuticals and Xenometrix, Inc.  Prior to joining Paramount, Mr. Kanzer was
an attorney with Skadden, Arps, Slate, Meagher & Flom LLP in New York, New York
from September 1988 to October 1991.  Mr. Kanzer received his J.D. from New York
University School of Law and a B.B.A. in Accounting from Baruch College.

    JOHN K.A. PRENDERGAST, PH.D. is a co-founder of the Company, as well as of
two of its subsidiaries, Optex and Channel.  Dr. Prendergast has served as a
director of the Company since August 1994.  Dr. Prendergast has been a Managing
Director of The Castle Group, a venture capital and merchant banking firm ("The
Castle Group"), since January 1993.  Prior to joining The Castle Group,
Dr. Prendergast worked as an investment banker in the Corporate Finance division
of the firm D.H. Blair & Co., Inc., an investment bank, from May 1991 to
September 1991.  Dr. Prendergast received his M.Sc. and Ph.D. from the
University of New South Wales, Sydney, Australia and a CSS in Administration and
Management from Harvard University.

NUMBER OF DIRECTORS; RELATIONSHIPS

    The Company's Bylaws authorize the Board to fix by resolution the number of
directors serving on the Board, provided that such number is one or more.  Since
August 12, 1996, the number of directors has been fixed at five.  Effective
immediately prior to the election of the members of the Board of Directors at
the Annual Meeting, the size of the Board will be reduced to four.  All
directors hold office until the annual meeting of stockholders following the
initial election or appointment of such director and until their successors have
been duly elected and qualified, or until their earlier resignation or removal. 
Officers are appointed to serve at the discretion of the Board.

    There are no family relationships among the executive officers or directors
of the Company.  

BOARD MEETINGS AND COMMITTEES

    The Board held eleven meetings and acted several times by unanimous written
consent during the 1996 fiscal year.  Each of the directors participated in or
attended at least 75% of the aggregate number of meetings held during the period
that such director was a member of the Board.  

                                       4


<PAGE>

    The Board has an Audit Committee and a Compensation Committee, but not a 
standing Nominating Committee.  The Audit Committee, which is composed of Mr. 
Kanzer and Dr. Prendergast, reviews the professional services provided by the 
Company's independent auditors and monitors the scope and results of the 
annual audit; reviews proposed changes in the Company's financial and 
accounting standards and principles; reviews the Company's policies and 
procedures with respect to its internal accounting, auditing and financial 
controls; makes recommendations to the Board of Directors on the engagement 
of the independent auditors and addresses other matters that may come before 
it or as directed by the Board of Directors.  The Audit Committee held one 
meeting during the 1996 fiscal year.

    The Compensation Committee, which is composed of Mr. Kanzer and Dr.
Rosenwald, sets the compensation for certain of the Company's personnel and
administers the Company's 1995 Stock Option Plan.  The Compensation Committee
held one meeting, at which both Mr. Kanzer and Dr. Rosenwald were in attendance,
and acted several times by unanimous written consent during the 1996 fiscal
year.

DIRECTOR COMPENSATION

    Non-employee Board members are reimbursed for reasonable expenses incurred
in connection with attendance at meetings of the Board and of Committees of the
Board.  With the exception of Dr. Rosenwald, non-employee Board members are
eligible to participate in the automatic stock option grant program pursuant to
the Company's 1995 Stock Option Plan.  Non-employee directors are granted an
option for 10,000 shares of the Company's Common Stock upon their initial
election or appointment to the Board and an option for 2,000 shares of the
Company's Common Stock on the date of each annual meeting of the Company for
those non-employee directors continuing to serve after such meeting.  Pursuant
to the automatic stock option grant program, the Company granted each of Dr.
Prendergast and Mr. Kanzer an option on July 24, 1996 for 2,000 shares of Common
Stock at an exercise price of $7.50 per share, the fair market value of the
Company's Common Stock on the date of grant.  Also pursuant to the automatic
stock option grant program, the Company granted Dr. Iwaki an option on August
14, 1996 for 10,000 shares of Common Stock at an exercise price of $7.25 per
share, the fair market value of the Company's Common Stock on the date of grant.

    Summercloud Bay, Inc., a corporation wholly owned by Dr. Prendergast,
provides scientific and financial advisory services to the Company relating to
the viability of the Company's technologies and provides referrals for potential
partnering arrangements with the Company, and the Company pays Summercloud Bay,
Inc. a monthly consulting fee of $2,500.  In connection with Dr. Prendergast's
advisory services to the Company, the Company issued a warrant to Dr.
Prendergast exercisable for 37,500 shares of its Common Stock at an exercise
price of $5.33 per share.

    Pursuant to a Consultancy Agreement, Dr. Iwaki provides medical and
technical advisory services to the Company and the Company pays Dr. Iwaki a
monthly consulting fee of $2,500.

    Pursuant to a Financial Services Agreement, Dr. Iwaki provides financial
advisory services to the Company and the Company will pay a fee to Dr. Iwaki in
the event Dr. Iwaki is instrumental to the Company in consummating certain
corporate transactions.

    Each employee of the Company who is also a director of the Company does not
receive any additional compensation for his service on the Board.


                                       5


<PAGE>


                             PROPOSAL TWO - APPROVAL OF 
                          FORM OF INDEMNIFICATION AGREEMENT
                        TO BE ENTERED INTO BY AND BETWEEN THE
                        COMPANY AND ITS OFFICERS AND DIRECTORS


INTRODUCTION

    Subject to stockholder approval at the Annual Meeting, the Company will
enter into indemnification agreements ("Indemnification Agreements") with its
officers and directors, under Delaware law, in substantially the form attached
hereto as APPENDIX A.  The Indemnification Agreements will be applicable to all
claims asserted after their effective dates, regardless of the date of the
alleged acts or omissions from which they arise.  The Company strongly believes
that appropriate indemnification agreements with its officers and directors are
necessary because stockholder and derivative lawsuits against corporations and
their directors and officers have increased in number in recent years.  Such
suits often demand damages in amounts that have no relationship to the amount of
compensation received by the directors or officers from the corporation. 
Damages sought by class action plaintiffs in some cases amount to millions of
dollars and, whether or not the cases are meritorious, the cost of defending
them is enormous.  Few individual directors or officers have the resources to
sustain such legal costs, or to bear the risk of a large judgment.  Moreover,
statutes and judicial decisions are often ambiguous and inconsistent, creating
confusion regarding the risks to which such persons may become personally
exposed, and the means of reducing or eliminating such risks.

    Insurance traditionally has provided additional protection to directors and
officers by covering expenses of litigation and judgments in a wide range of
cases, even if a Delaware company would be prohibited from directly indemnifying
its officers and directors under the same circumstances.  In recent years,
however, insurance for directors' and officers' liability has become either
unavailable or available only in reduced amounts and at substantially increased
prices.  The Company currently maintains such insurance, but the limitations and
exclusions from such coverage leaves the Company's directors and officers
exposed to significant personal liability.  The Company's Certificate of
Incorporation currently provides that the Company's officers and directors shall
be indemnified to the fullest extent permissible under Delaware law, and the
Company's Bylaws currently provide that the Company's directors shall be
indemnified to the fullest extent permissible under Delaware law.  However, the
Company's Certificate of Incorporation and/or Bylaws may be amended to delete or
modify the indemnity obligations of the Company.  Indemnification pursuant to
the proposed Indemnification Agreement would not be affected by any such
amendment.

    The combination of the foregoing factors has generally led to increased
reluctance on the part of qualified people to serve as directors or officers. 
The Company requires broad-based and effective direction and supervision by the
Company's Board of Directors and officers.  Accordingly, the Board of Directors
has concluded that the Company's officers and directors should receive the
maximum protection possible against the types of risks described above, both to
retain such persons and to attract additional, qualified personnel.  The Board
of Directors has determined that the Company's interests are best served by
supplementing any insurance coverage that the Company may maintain by agreeing
by contract to indemnify directors and officers to the fullest extent permitted
under applicable law.  The Indemnification Agreements are intended to complement
the indemnity and related protection available under Delaware law, the Company's
Certificate of Incorporation and Bylaws, and any policies of insurance
maintained by the Company.


                                       6


<PAGE>

DELAWARE GENERAL CORPORATION LAW

    As discussed above, Delaware law specifically authorizes a corporation to
extend certain types of indemnity to its directors and officers and allows
corporations to provide additional indemnities.  The applicable provisions of
Delaware law are as follows: 

    Section 145.   INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND
                   AGENTS; INSURANCE

         (a)  A corporation shall have power to indemnify any person who
    was or is a party or is threatened to be made a party to any
    threatened, pending or completed action, suit or proceeding, whether
    civil, criminal, administrative or investigative (other than an action
    by or in the right of the corporation) by reason of the fact that he
    is or was a director, officer, employee or agent of the corporation,
    or is or was serving at the request of the corporation as a director,
    officer, employee or agent of another corporation, partnership, joint
    venture, trust or other enterprise, against expenses (including
    attorneys' fees), judgments, fines and amounts paid in settlement
    actually and reasonably incurred by him in connection with such
    action, suit or proceeding if he acted in good faith and in a manner
    he reasonably believed to be in or not opposed to the best interests
    of the corporation, and, with respect to any criminal action or
    proceeding, had no reasonable cause to believe his conduct was
    unlawful.  The termination of any action, suit or proceeding by
    judgment, order, settlement, conviction, or upon a plea of NOLO
    CONTENDERE or its equivalent, shall not, of itself, create a
    presumption that the person did not act in good faith and in a manner
    which he reasonably believed to be in or not opposed to the best
    interests of the corporation, and, with respect to any criminal action
    or proceeding, had reasonable cause to believe that his conduct was
    unlawful.

         (b)  A corporation shall have power to indemnify any person who
    was or is a party or is threatened to be made a party to any
    threatened, pending or completed action or suit by or in the right of
    the corporation to procure a judgment in its favor by reason of the
    fact that he is or was a director, officer, employee or agent of the
    corporation, or is or was serving at the request of the corporation as
    a director, officer, employee or agent of another corporation,
    partnership, joint venture, trust or other enterprise against expenses
    (including attorneys' fees) actually and reasonably incurred by him in
    connection with the defense or settlement of such action or suit if he
    acted in good faith and in a manner he reasonably believed to be in or
    not opposed to the best interests of the corporation and except that
    no indemnification shall be made in respect of any claim, issue or
    matter as to which such person shall have been adjudged to be liable
    to the corporation unless and only to the extent that the Court of
    Chancery or the court in which such action or suit was brought shall
    determine upon application that, despite the adjudication of liability
    but in view of all the circumstances of the case, such person is
    fairly and reasonably entitled to indemnity for such expenses which
    the Court of Chancery or such other court shall deem proper.

         (c)  To the extent that a director, officer, employee or agent of
    a corporation has been successful on the merits or otherwise in
    defense of any action, suit or proceeding referred to in subsections
    (a) and (b), or in defense of any claim, issue or matter therein, he
    shall be indemnified against expenses (including attorneys' fees)
    actually and reasonably incurred by him in connection therewith.

         (d)  Any indemnification under subsections (a) and (b) (unless
    ordered by a court) shall be made by the corporation only as
    authorized in the specific case upon a determination that
    indemnification of the director, officer, employee or agent is proper
    in the circumstances because he has met the applicable standard of
    conduct set forth in subsections (a) and (b).  


                                       7


<PAGE>

    Such determination shall be made (1) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not obtainable, or
even if obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (3) by the stockholders.

         (e)  Expenses (including attorneys' fees) incurred by an officer
    or director in defending any civil, criminal, administrative, or
    investigative action, suit or proceeding may be paid by the
    corporation in advance of the final disposition of such action, suit
    or proceeding upon receipt of an undertaking by or on behalf of such
    director or officer to repay such amount if it shall ultimately be
    determined that he is not entitled to be indemnified by the
    corporation as authorized in this Section.  Such expenses (including
    attorneys' fees) incurred by other employees and agents may be so paid
    upon such terms and conditions, if any, as the board of directors
    deems appropriate.

         (f)  The indemnification and advancement of expenses provided by,
    or granted pursuant to, the other subsections of this Section shall
    not be deemed exclusive of any other rights to which those seeking
    indemnification or advancement of expenses may be entitled under any
    by-law, agreement, vote of stockholders or disinterested directors or
    otherwise, both as to action in his official capacity and as to action
    in another capacity while holding such office.

         (g)  A corporation shall have power to purchase and maintain
    insurance on behalf of any person who is or was a director, officer,
    employee or agent of the corporation, or is or was serving at the
    request of the corporation as a director, officer, employee or agent
    of another corporation, partnership, joint venture, trust or other
    enterprise against any liability asserted against him and incurred by
    him in any such capacity, or arising out of his status as such,
    whether or not the corporation would have the power to indemnify him
    against such liability under the provisions of this Section.

         (h)  For purposes of this Section, references to "the
    corporation" shall include, in addition to the resulting corporation,
    any constituent corporation (including any constituent of a
    constituent) absorbed in a consolidation or merger which, if its
    separate existence had continued, would have had power and authority
    to indemnify its directors, officers, and employees or agents, so that
    any person who is or was a director, officer, employee or agent of
    such constituent corporation, or is or was serving at the request of
    such constituent corporation as a director, officer, employee or agent
    of another corporation, partnership, joint venture, trust or other
    enterprise, shall stand in the same position under the provisions of
    this Section with respect to the resulting or surviving corporation as
    he would have with respect to such constituent corporation if its
    separate existence had continued.

         (i)  For purposes of this Section, references to "other
    enterprises" shall include employee benefit plans: references to
    "fines" shall include any excise taxes assessed on a person with
    respect to an employee benefit plan; and references to "serving at the
    request of the corporation" shall include any service as a director,
    officer, employee or agent of the corporation which imposes duties on,
    or involves services by, such director, officer, employee, or agent
    with respect to an employee benefit plan, its participants, or
    beneficiaries; and a person who acted in good faith and in a manner he
    reasonably believed to be in the interest of the participants and
    beneficiaries of an employee benefit plan shall be deemed to have
    acted in a manner "not opposed to the best interests of the
    corporation" as referred to in this Section.

         (j)  The indemnification and advancement of expenses provided by,
    or granted pursuant to, this Section shall, unless otherwise provided
    when authorized or ratified, continue 



                                       8


<PAGE>

    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 Company's Certificate of Incorporation and Bylaws, as well as the
proposed Indemnification Agreement, may permit indemnification for liabilities
arising under the Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, as amended.  The Board of Directors has been advised that, in the
opinion of the Securities and Exchange Commission (the "Commission"),
indemnification for liabilities arising under those Acts is contrary to public
policy and is, therefore, unenforceable, absent a decision to the contrary by a
court of competent jurisdiction.

SUBSTANTIAL INTEREST OF DIRECTORS

    Stockholder approval is not required to permit the Company to enter into
the proposed Indemnification Agreement with its officers and directors.  The
Board is seeking stockholder approval because each of its directors is
potentially benefited by entering into the proposed Indemnification Agreement
with the Company and, therefore, might be considered to have a personal interest
in the agreement.  If the proposed Indemnification Agreement is not approved by
a majority of the shares of Common Stock represented at the Annual Meeting,
under Delaware law it is possible that a director asserting rights under the
agreement might have to demonstrate that it was fair to the Company at the time
it was approved by the Board of the Company.  If the form of the Indemnification
Agreement is not approved by the stockholders, the Board will reconsider whether
the agreement should be approved by the Board.  Even if the Indemnification
Agreement is approved, the Board in its discretion may decide at any time not to
enter into the proposed form of Indemnification Agreement with its officers and
directors if the Board believes that so doing would be in the best interests of
the Company and its stockholders.

STOCKHOLDER APPROVAL

    The affirmative vote of the holders of a majority of the outstanding shares
of Common Stock present in person or represented by Proxy at the Annual Meeting
and entitled to vote on this Proposal Two is required for approval of the form
of Indemnification Agreement to be entered into by and between the Company and
its officers and directors.

RECOMMENDATION OF THE BOARD OF DIRECTORS

 
   The Board of Directors recommends that the stockholders vote FOR the
approval of the form of Indemnification Agreement as described in this Proposal
Two.  The Board believes that approval of the Indemnification Agreement is
essential to the Company's efforts in attracting and retaining the services of
highly qualified individuals who can contribute significantly to the Company's
financial success.  ACCORDINGLY, THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE
IN FAVOR OF THE APPROVAL OF THE FORM OF INDEMNIFICATION AGREEMENT.


                                       9


<PAGE>


                      PROPOSAL THREE - RATIFICATION OF SELECTION
                               OF INDEPENDENT AUDITORS


    Upon the recommendation of the Audit Committee, the Board has appointed the
firm of KPMG Peat Marwick LLP, independent auditors, to audit the financial
statements of the Company for the year ending December 31, 1997, and is asking
the stockholders to ratify this appointment.  

    In the event the stockholders fail to ratify the appointment, the Board
will reconsider its selection.  Even if the selection is ratified, the Board in
its discretion may direct the appointment of a different independent auditing
firm at any time during the year if the Board feels that such a change would be
in the best interests of the Company and its stockholders.  The affirmative vote
of the holders of a majority of the Common Stock present or represented by Proxy
at the Annual Meeting and entitled to vote is required to ratify the selection
of KPMG Peat Marwick LLP.

    KPMG Peat Marwick LLP commenced its annual audit of the Company's financial
statements in December 1995.  A representative of KPMG Peat Marwick LLP is
expected to be present at the Annual Meeting to respond to appropriate
questions, and will be given the opportunity to make a statement if he or she so
desires.  

 
   THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE IN FAVOR OF THE
RATIFICATION OF THE SELECTION OF KPMG PEAT MARWICK LLP TO SERVE AS THE COMPANY'S
INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 1997. 


                                       10


<PAGE>


                     EXECUTIVE COMPENSATION AND OTHER INFORMATION


EXECUTIVE OFFICERS

    Certain information about the Company's executive officers is set forth
below (information concerning the Company's directors is contained in Proposal
One above):

           Name              Age                 Position
           ----              ---                 --------

    Stephen R. Miller, M.D.  39        Senior Vice President, Chief Scientific
                                       and Medical Officer

    Margaret A. Schalk       39        Vice President, Investor Relations and 
                                       Project Management

    Shimshon Mizrachi        43        Controller and Principal Financial and 
                                       Accounting Officer

    STEPHEN R. MILLER, M.D. assumed the position of Vice President and Chief
Medical Officer effective September 19, 1995 and was promoted to Senior Vice
President, Chief Scientific and Medical Officer effective September 19, 1996. 
Commencing September 19, 1995, Dr. Miller had also served as Vice President and
Chief Medical Officer of each of the Company's subsidiaries, Optex, Gemini and
Channel.  Commencing September 19, 1996, Dr. Miller was promoted to Senior Vice
President, Chief Scientific and Medical officer of Optex, Gemini and Channel. 
From December 1985 through August 1995, Dr. Miller served in a variety of
positions of increasing responsibility in the research and development and the
marketing divisions of G.D. Searle, a pharmaceutical company, including Senior
Director, Technology Planning; Senior Director, International Marketing
Operations; Director, Cardiovascular Marketing; and Associate Director, Clinical
Research and Development.  Dr. Miller is board certified in Internal Medicine
and has been an Instructor of Clinical Medicine at the Chicago Medical School
since 1985.  Dr. Miller received his M.D., SUMMA CUM LAUDE, in 1980 from the
University of Witwatersrand Medical School, Johannesburg, South Africa.

    MARGARET A. SCHALK assumed the position of Senior Director, Project
Management effective September 19, 1995 and was promoted to Vice President,
Investor Relations and Project Management effective September 19, 1996. 
Commencing September 19, 1995, Ms. Schalk had also served as Senior Director,
Project Management of each of the Company's subsidiaries, Optex, Gemini and
Channel.  Commencing September 19, 1996, Ms. Schalk was promoted to Vice
President, Investor Relations and Project Management of Optex, Gemini and
Channel.  From 1987 to 1995, Ms. Schalk held positions of increasing
responsibility in the areas of project management, drug development and
marketing at G.D. Searle, a pharmaceutical company, including Senior Product
Manager, International Marketing Operations; Director of Project Management,
Corporate Medical and Scientific Affairs; and Associate Director, Drug
Development, Corporate Medical and Scientific Affairs.  Ms. Schalk received her
B.S. in 1979 and M.S. in 1983 from the University of Wisconsin, Milwaukee.

    SHIMSHON MIZRACHI assumed the position of Controller and Principal
Financial and Accounting Officer effective November 15, 1995.  Since November
15, 1995, Mr. Mizrachi also has served as Controller and Principal Financial and
Accounting Officer of each of the Company's subsidiaries, Optex, Gemini and
Channel.  From April 1994 to November 1995, Mr. Mizrachi served as Assistant
Manager for Caldor Corp., a regional retail company.  From 1987 to April 1994,
Mr. Mizrachi held management positions of increasing responsibility for
MidIsland Department Stores, a regional retail company.  Mr. Mizrachi is a
Certified Public Accountant.  He received his B.A. in 1974 from Tel Aviv
University, his M.B.A. in 1983 from Adelphi University and his second B.A. in
1992 from Queens College in New York. 


                                       11


<PAGE>

COMPENSATION OF EXECUTIVE OFFICERS

    The following table sets forth the compensation earned, for services
rendered in all capacities to the Company, for the last two fiscal years by the
Company's Chief Executive Officer and the three other highest paid executive
officers serving as such at the end of 1996 whose compensation for that fiscal
year was in excess of $100,000.  The individuals named in the table will be
hereinafter referred to as the "Named Officers."  No other executive officer of
the Company received compensation in excess of $100,000 during fiscal year 1996.
No executive officer who would otherwise have been included in such table on the
basis of 1996 salary and bonus resigned or terminated employment during the
year.

                              SUMMARY COMPENSATION TABLE


<TABLE>
<CAPTION>
=============================================================================================================
                                                                                           Long-Term
                                                   Annual Compensation                Compensation Awards
                                        -------------------------------------------------------------------
                                                                    Other Annual     Securities Underlying
Name and Principal Position   Year(1)    Salary($)(2)   Bonus($)    Compensation($)      Options/SARs(#)
- ---------------------------   -------   --------------------------------------------------------------------
<S>                            <C>        <C>            <C>              <C>               <C>
Jon D. Lindjord                1996       195,833        62,500           --                 60,000 
  President and Chief          1995        72,717(3)         --           --                180,000 
  Executive Officer     

Stephen R. Miller, M.D.        1996       145,175        20,000           --                100,000  
  Senior Vice President,       1995        40,278(4)         --           --                 39,959  
  Chief Scientific and 
  Medical Officer                 

Margaret A. Schalk             1996       104,375        15,000           --                 90,000
  Vice President, Investor     1995        27,777(5)         --        1,420(6)              26,639 
  Relations and Project
  Management  

Shimshon Mizrachi              1996        91,250        10,000           --                 50,000
  Controller and Principal     1995        11,250(7)         --        2,000(8)                  --
  Financial and Accounting
  Officer    
=============================================================================================================
</TABLE>


(1) The Company was not a reporting company pursuant to Section 13(a) or 15(d)
    of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), at
    any time during 1994.  Therefore, the Summary Compensation Table includes
    1995 and 1996 data only.

(2) Includes amounts deferred under the Company's SAR-SEP retirement plan.

(3) Mr. Lindjord's annual compensation was $175,000 for the 1995 fiscal year. 
    The Summary Compensation Table sets forth compensation paid to Mr. Lindjord
    by the Company commencing August 1, 1995, when he first became President
    and Chief Executive Officer of the Company.  

(4) Dr. Miller's annual compensation was $145,000 for the 1995 fiscal year. 
    The Summary Compensation Table sets forth compensation paid to Dr. Miller
    by the Company commencing September 19, 1995, when he first became employed
    by the Company.

(5) Ms. Schalk's annual compensation was $100,000 for the 1995 fiscal year. 
    The Summary Compensation Table sets forth compensation paid to Ms. Schalk
    commencing September 19, 1995, when she first became employed by the
    Company.

(6) Represents the reimbursement by the Company of certain moving expenses
    incurred by Ms. Schalk in relocating to Half Moon Bay, California.

(7) Mr. Mizrachi's annual compensation was $90,000 for the 1995 fiscal year. 
    The Summary Compensation Table sets forth compensation paid to Mr. Mizrachi
    commencing November 15, 1995, when he first became employed by the Company.

(8) Represents the reimbursement by the Company of certain moving expenses
    incurred by Mr. Mizrachi in relocating to Half Moon Bay, California.


                                       12


<PAGE>

OPTIONS AND STOCK APPRECIATION RIGHTS

    The following table contains information concerning the grant of stock
options under the Company's 1995 Stock Option Plan to the Named Officers during
the 1996 fiscal year.  Except as described in footnote (1) below, no stock
appreciation rights were granted during the 1996 fiscal year.




                        OPTION/SAR GRANTS IN LAST FISCAL YEAR


<TABLE>
<CAPTION>
======================================================================================================================
                                                                  Individual Grants
                              ----------------------------------------------------------------------------------------
                               Number of Securities   % of Total Options/ SARs 
                               Underlying Options/      Granted to Employees in       Exercise Price       Expiration 
     Name                       SARs Granted(#)(1)          Fiscal Year(2)              ($/Share)(3)          Date   
- ------------------------      ---------------------    ------------------------       ---------------      -----------
<S>                                   <C>                       <C>                        <C>              <C>
Jon D. Lindjord                        60,000                    20%                       $5.81            01/15/03

Stephen R. Miller, M.D.               100,000                   33.33%                     $5.81            01/15/03

Margaret A. Schalk                     90,000                    30%                       $5.81            01/15/03

Shimshon Mizrachi                      50,000                   16.67%                     $5.81            01/15/03
======================================================================================================================
</TABLE>


(1) Each option has a maximum term of seven years, subject to earlier
    termination in the event of the optionee's cessation of service with the
    Company.  The grant date for each of the options is January 15, 1996.  Each
    option becomes exercisable in four equal annual installments upon
    completion of each year of service measured from the grant date.  Each
    option will become immediately exercisable in full upon an acquisition of
    the Company by merger or asset sale, unless the option is assumed by the
    successor entity.  Each option includes a limited stock appreciation right
    pursuant to which the optionee may surrender the option, to the extent
    exercisable for vested shares, upon the successful completion of a hostile
    tender for securities possessing more than 50% of the combined voting power
    of the Company's outstanding voting securities.  In return for the
    surrendered option, the optionee will receive a cash distribution per
    surrendered option share equal to the excess of (i) the highest price paid
    per share of the Company's common stock in such hostile tender offer over
    (ii) the exercise price payable per share under the cancelled option. 

(2) Calculated based on total option grants to employees of 300,000 shares of
    Common Stock during the 1996 fiscal year. 

(3) The exercise price may be paid in cash or in shares of Common Stock (valued
    at fair market value on the exercise date) or through a cashless exercise
    procedure involving a same-day sale of the purchased shares.  The Company
    may also finance the option exercise by loaning the optionee sufficient
    funds to pay the exercise price for the purchased shares and the federal
    and state income tax liability incurred by the optionee in connection with
    such exercise.  The optionee may be permitted, subject to the approval of
    the Plan Administrator, to apply a portion of the shares purchased under
    the option (or to deliver existing shares of common stock) in satisfaction
    of such tax liability.


                                       13


<PAGE>

OPTION EXERCISES AND HOLDINGS

    The following table provides information with respect to the Named Officers
concerning the exercisability of options during the last fiscal year and
unexercisable options held as of the end of the fiscal year (as of December 31,
1996).  No options or stock appreciation rights were exercised during such
fiscal year, and, except for the limited rights described in footnote (1) to the
preceding table, no stock appreciation rights were outstanding at the end of
that fiscal year.  


                   AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                               AND FY-END OPTION VALUES

<TABLE>
<CAPTION>
========================================================================================================================
                                                                                Value of Unexercised In-the-Money            
                               No. of Securities Underlying Unexercised      Options/SARs at FY-End (Market price of    
                                      Options/SARs at FY-End (#)           shares at FY-End less exercise price) ($)(1) 
                               ----------------------------------------    ---------------------------------------------
Name                                Exercisable        Unexercisable               Exercisable        Unexercisable
- -----------------------        ----------------        ----------------    -------------------        ------------------
<S>                                   <C>                  <C>                       <C>                <C>
Jon D. Lindjord                       60,000               180,000                   352,225            1,726,870
Stephen R. Miller, M.D.               35,000               105,000                    31,600               94,802
Margaret A. Schalk                    29,160                87,480                    22,904               68,713
Shimshon Mizrachi                     12,500                37,500                     3,938               11,812
========================================================================================================================
</TABLE>


(1) Based on the fair market value of the Company's Common Stock on December
    31, 1996 of $6.125 per share, the closing sales price per share on that
    date on the Nasdaq SmallCap Market. 

LONG TERM INCENTIVE PLAN AWARDS

         No long term incentive plan awards were made to a Named Officer during
the last fiscal year.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL
AGREEMENTS

         Effective August 1, 1995, Mr. Lindjord became Chief Executive Officer
and President of the Company and each of the subsidiaries of the Company
pursuant to a Letter Agreement, dated July 7, 1995.  Pursuant to such Agreement,
the Company agreed to pay Mr. Lindjord an annual salary of $175,000 payable
semi-monthly, in addition to a $25,000 discretionary bonus payable at the end of
Mr. Lindjord's first year of employment with the Company.  In the event that the
Company terminates Mr. Lindjord's employment without cause, the Company is
obligated to continue to pay his salary for one year, subject to Mr. Lindjord's
duty to mitigate damages by seeking alternative employment.  Further, pursuant
to such Agreement and under the Company's 1995 Stock Option Plan, the Company
has issued to Mr. Lindjord options to purchase 180,000 shares of Common Stock
exercisable at a weighted average price of $2.58 per share.  Furthermore, Mr.
Lindjord and his dependents will be eligible to receive paid medical and
long-term disability insurance and such other health benefits as the Company
makes available to its other senior officers and directors.

         Effective September 19, 1995, Dr. Miller became Vice President, Chief
Medical Officer of the Company and of each of the Company's subsidiaries
pursuant to a Letter Agreement, dated September 19, 1995.  Pursuant to such
Agreement, the Company agreed to pay Dr. Miller an annual salary of $145,000. 
In the event that the Company terminates Dr. Miller's employment without cause,
the Company is obligated to continue to pay his salary for nine months, subject
to Dr. Miller's duty to mitigate damages by seeking alternative employment.  In 


                                       14


<PAGE>


addition, the Company issued Dr. Miller under the Company's 1995 Stock Option
Plan an option to purchase 39,959 shares of the Company's Common Stock at an
exercise price of $3.75 per share.  Finally, Dr. Miller and his dependents will
be eligible to receive paid medical and long-term disability insurance and such
other health benefits as the Company makes available to its other senior
officers and directors.

         Effective September 19, 1995, Ms. Schalk became Senior Director,
Project Management of the Company and of each of the Company's subsidiaries
pursuant to a Letter Agreement, dated September 19, 1995.  Pursuant to such
Agreement, the Company agreed to pay Ms. Schalk an annual salary of $100,000 and
to reimburse Ms. Schalk for up to $8,000 of expenses incurred by her to relocate
to Half Moon Bay, California.  In the event that the Company terminates Ms.
Schalk's employment without cause, the Company is obligated to continue to pay
her salary for nine months, subject to Ms. Schalk's duty to mitigate damages by
seeking alternative employment.  In addition, the Company issued Ms. Schalk
under the 1995 Stock Option Plan an option to purchase 26,639 shares of the
Company's Common Stock at an exercise price of $3.75 per share.  Finally, Ms.
Schalk and her dependents will be eligible to receive paid medical and long-term
disability insurance and such other health benefits as the Company makes
available to its other senior officers and directors.

         Effective November 15, 1995, Mr. Mizrachi became Controller of the
Company and of each of the Company's subsidiaries pursuant to a Letter
Agreement, dated November 6, 1995.  Pursuant to such Agreement, the Company
agreed to pay Mr. Mizrachi an annual salary of $90,000 and to reimburse Mr.
Mizrachi for up to $8,000 of expenses incurred by him to relocate to Half Moon
Bay, California.  In the event that the Company terminates Mr. Mizrachi's
employment without cause, the Company is obligated to continue to pay his salary
for six months, subject to Mr. Mizrachi's duty to mitigate damages by seeking
alternative employment.  Finally, Mr. Mizrachi and his dependents will be
eligible to receive paid medical and long-term disability insurance and such
other health benefits as the Company makes available to its other senior
officers and directors.

         The Compensation Committee has the discretion under the 1995 Stock
Option Plan to accelerate options granted to the Named Officers in connection
with a change in control of the Company or upon the subsequent termination of
the officer's employment following the change of control.

CHANGE OF CONTROL TRANSACTIONS

         Pursuant to a Common Stock Purchase Agreement dated August 16, 1996,
entered into by and between the Company and each of Dreyfus Growth and Value
Funds, Inc. ("Growth Fund") and Premier Strategic Growth Fund ("Strategic
Fund"), the Company issued 140,000 shares of Common Stock to Growth Fund in
consideration of $856,100 and 110,000 shares of Common Stock to Strategic Fund
in consideration of $672,650.  The Company granted certain registration rights
to each of Growth Fund and Strategic Fund in connection with the foregoing
private placement of its Common Stock.  The foregoing transaction may be deemed
a change in control because Growth Fund and Strategic Fund, together, own
approximately 8.6% of the Company's shares of Common Stock.  See "Security
Ownership of Management and Certain Beneficial Owners."

C
ERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The Company's Restated Certificate of Incorporation and Bylaws provide
for indemnification of directors, officers and other agents of the Company.

         Prior to a private financing consummated in September 1995, the
Company's operations had been financed primarily through loans provided by
Lindsay A. Rosenwald, M.D., a director and principal stockholder of the Company,
and VentureTek, L.P. ("VentureTek"), a principal stockholder of the Company. 
The principal amount of such loans that had been advanced during the period from
July 25, 1993 to June 30, 1995 together with the interest thereon through June
30, 1995, was $1,085,027 to Dr. Rosenwald and $1,357,277 to VentureTek, L.P.
(such indebtedness, including accrued interest through June 30, 1995, is
collectively referred to as the


                                       15


<PAGE>

"Stockholder Loans").   On December 31, 1995, Stockholder Loans aggregating 
$2,442,304 in principal and interest were converted into an aggregate of 
785,234 shares of the Company's Common Stock.  The Company granted to Dr. 
Rosenwald and VentureTek unlimited "piggyback" registration rights and rights 
exercisable twice each year for registration on Form S-3 of such shares of 
Common Stock, as well as any shares hereafter acquired by such stockholders. 
The registration rights are subject to certain limitations and conditions, 
including the right of the underwriter to restrict the number of shares 
offered in a registration.  In addition, the shares of Common Stock are 
subject to certain lockup restrictions.

         In addition to the Stockholder Loans, VentureTek provided a loan to
the Company in July 1995 in an aggregate principal amount of $125,000, bearing
interest at the rate of 10% annually.  This loan, together with  $115,011
interest accrued on such loan and on the Stockholder Loans (from July 1, 1995
until the conversion thereof into shares of Common Stock), was repaid on
January 15, 1996 from the proceeds of the Company's initial public offering.

         On June 4, 1996, the Company entered into a letter agreement with
Paramount Capital, Inc. ("Paramount"), of which Dr. Rosenwald is the sole
stockholder and which employs Dr. Prendergast and Mr. Kanzer, pursuant to which
Paramount agreed to render financial advisory services to the Company.  Pursuant
to the letter agreement, the Company will compensate Paramount for such services
by paying Paramount $5,000 per month and a retainer payable in warrants to
purchase 25,000 shares of the Company's Common Stock at an exercise price of
$10.00 per share.  The Company has agreed to pay Paramount additional
consideration upon the occurrence of certain events.

         On June 24, 1996, the Company, Paramount and a second financial
advisor (Paramount and the second financial advisor are collectively referred to
as the "Financial Advisor") entered into a Financial Services Agreement pursuant
to which the Financial Advisor agreed to render financial advisory services. 
Pursuant to the agreement, the Company paid the Financial Advisor a $30,000
retainer and has agreed to pay additional consideration upon the occurrence of
certain events.  Paramount has also agreed that, in the event it is entitled to
compensation under both the June 4, 1996 letter agreement described above and
the Financial Services Agreement, it will seek payment under only one of the
agreements.

         Effective February 26, 1997, the Company and Paramount entered into a
letter of intent whereby Paramount has agreed to act as placement agent for the
Company in connection with a private placement of the securities of the Company
(the "Private Placement").  Thereafter, the Company entered into an agreement
(the "Placement Agreement") with Paramount, pursuant to which the Company has
agreed to pay to Paramount, for its services, compensation in the form of
(i) cash commissions equal to nine percent of the gross proceeds from the sale
of the securities issued in the Private Placement (the "Units") and (ii) a
non-accountable expense allowance equal to four percent of the gross proceeds
from the sale of Units (the "Expense Allowance").  In addition, upon the final
closing date of the sale of the Units being offered in the Private Placement,
the Company will sell to Paramount and/or its designees, for $0.001 per warrant,
warrants (the "Placement Agent Warrants") to acquire a number of newly issued
Units equal to 10% of the Units issued in the Private Placement, exercisable for
a period of 10 years commencing six months after the final closing date at an
exercise price equal to 110% of the initial offering price of the Units.  The
Company has agreed to register the Common Stock underlying the Placement Agent
Warrants for resale under the Securities Act.  If requested by Paramount, and if
practicable in accordance with applicable laws, such registration statement will
cover the direct sale of the Common Stock registered thereon to the holders of
such securities.  The Placement Agent Warrants will contain a cashless exercise
feature and anti-dilution provisions.  Under the Placement Agreement, The
Company has agreed to indemnify Paramount against certain liabilities, including
liabilities under the Securities Act.

         In connection with the Private Placement, the Company and Paramount
will enter into an advisory agreement (the "Placement Advisory Agreement")
pursuant to which Paramount will act as the Company's non-exclusive financial
advisor.  Such engagement will provide that Paramount receive (i) a monthly
retainer of $4,000 


                                       16


<PAGE>


commencing on the first of the month following the initial closing date of 
the Private Placement (with a minimum engagement of 24 months), (ii) 
out-of-pocket expenses incurred in connection with services performed under 
the Placement Advisory Agreement and (iii) standard success fees in the event 
Paramount assists the Company in connection with certain financing and 
strategic transactions.  Paramount has agreed that, in the event it is 
entitled to compensation under the letter agreement dated June 4, 1996, or 
the Financial Services Agreement dated June 24, 1996, each described above, 
and the Placement Advisory Agreement, it will seek payment under only one of 
the agreements.

         All transactions between Atlantic and its officers, directors,
principal stockholders and their affiliates are approved by a majority of the
Board of Directors, including a majority of the independent and disinterested
outside directors on the Board of Directors.  The Company believes that all of
the transactions set forth above were made on terms no less favorable to the
Company than could have been obtained from unaffiliated third parties.  


 
                          COMPLIANCE WITH SECTION 16(a) OF
                         THE SECURITIES EXCHANGE ACT OF 1934

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

         Based solely on its review of the copies of such forms furnished to
the Company and the written representations that no other reports were required,
the Company believes that, during the period from January 1, 1996 to
December 31, 1996, all officers, directors and beneficial owners of more than
10% of the Company's Common Stock complied with all Section 16(a) requirements,
except that Dr. Rosenwald did not furnish to the Company a copy of any Form 5
filed by him or a written representation that no Form 5 was required to be filed
and Dr. Prendergast filed a Form 5 five days after the filing due date.


                                       17


<PAGE>

 
                        SECURITY OWNERSHIP OF MANAGEMENT AND

                              CERTAIN BENEFICIAL OWNERS

         The following table sets forth certain information known to the
Company with respect to the beneficial ownership of the Company's Common Stock
as of March 24, 1997, by (i) all persons who are beneficial owners of five
percent or more of the Company's Common Stock, (ii) each director and nominee,
(iii) the Named Officers in the Summary Compensation Table above and (iv) all
current directors and executive officers as a group.  The number of shares
beneficially owned by each director or executive officer is determined under
rules of the Commission and the information is not necessarily indicative of
beneficial ownership for any other purpose.  Shares of the Company's Common
Stock subject to convertible securities that are currently exercisable or
convertible or that will become exercisable or convertible within 60 days are
deemed to be beneficially owned by the person holding such convertible security
for computing the percentage ownership of such person, but are not treated as
outstanding for computing the percentage of any other person.  Except as
otherwise indicated, the Company believes that the beneficial owners of the
Company's Common Stock listed below, based upon such information furnished by
such owners, have sole investment power with respect to such shares, subject to
community property laws where applicable.  

 
                                       Number         Percent of Total
    Name and Address                   of Shares      Shares Outstanding(1)
    ----------------                   ---------      ---------------------

    VentureTek, L.P.(2)                 438,493            15.05%
         39 Broadway
         New York, NY  10006

    Lindsay A. Rosenwald, M.D.(3)       350,458            12.03%
         375 Park Avenue, Suite 1501
         New York, NY  10152

    Dreyfus and Value Funds, Inc., a
      Maryland corporation,-
      Dreyfus Aggressive Growth
      Fund(4)                           140,000             4.80%
         200 Park Avenue
         New York, NY  10166

    Premier Strategic Growth Fund, a 
     Massachusetts Business Trust(4)    110,000             3.78%
         200 Park Avenue
         New York, NY  10166

    Steve H. Kanzer                      2,121                  *

    Yuichi Iwaki, M.D., Ph.D.           10,000                  *

    John K.A. Prendergast, Ph.D.(5)      2,156                  *

    Jon D. Lindjord (6)                 60,000                  *

    Stephen R. Miller, M.D. (7)         34,900                  *

    Margaret A. Schalk (8)              29,160                  *

    Shimshon Mizrachi (9)               12,500                  *

    All current executive officers and directors
         as a group (8 persons) (3, 5-9)         501,295   16.37%

- -----------------------------
*   Less than 1.0%


                                       18


<PAGE>

(1) Percentage of beneficial ownership is calculated assuming 2,913,720 shares
    of Common Stock were outstanding on March 19, 1997.  Beneficial ownership
    is determined in accordance with the rules of the Commission and includes
    voting and investment power with respect to shares of Common Stock.

(2) The general partner of VentureTek, L.P. is Mr. C. David Selingut.  Mr.
    Selingut may be considered a beneficial owner of the shares owned by
    VentureTek, L.P. by virtue of his authority as general partner to vote
    and/or dispose of such shares.  VentureTek, L.P. is a limited partnership,
    the limited partners of which include Dr. Rosenwald's wife, children,
    sisters of Dr. Rosenwald's wife and their husbands and children.  Dr.
    Rosenwald disclaims beneficial ownership of such shares.

(3) Includes 570 shares owned by Dr. Rosenwald's wife and trusts in favor of
    his minor children.  Dr. Rosenwald disclaims beneficial ownership of such
    shares.  Does not include 86 shares collectively owned by Dr. Rosenwald's
    mother and two brothers, of which Dr. Rosenwald disclaims beneficial
    ownership.  Includes 380 shares owned by two companies of which Dr.
    Rosenwald is the sole stockholder.

(4) The Dreyfus Corporation serves as the investment advisor for each of
    Dreyfus Growth and Value Funds, Inc., a Maryland corporation, -- Dreyfus
    Aggressive Growth Fund and Premier Strategic Growth Fund, a Massachusetts
    Business Trust, and as such may be considered the beneficial owner of the
    shares of Common Stock held by such funds.  

(5) Includes 53 shares of Common Stock held in trust for the benefit of the
    children of Dr. Prendergast.  Dr. Prendergast disclaims beneficial
    ownership of such shares.

(6) Represents options exercisable within 60 days of March 24, 1996.

(7) Represents options exercisable within 60 days of March 24, 1996.

(8) Represents options exercisable within 60 days of March 24, 1996.

(9) Represents options exercisable within 60 days of March 24, 1996.


                    DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS


    Under the present rules of the Commission, the deadline for stockholders to
submit proposals to be considered for inclusion in the Company's Proxy Statement
for the next year's Annual Meeting of Stockholders is expected to be December
31, 1997.  Such proposals may be included in next year's Proxy Statement if they
comply with certain rules and regulations promulgated by the Commission.


                                    ANNUAL REPORT

    A copy of the Company's Annual Report to Stockholders for the year ended
December 31, 1996 has been mailed concurrently with this Proxy Statement to all
stockholders entitled to notice of and to vote at the Annual Meeting.  The
Annual Report is not incorporated into this Proxy Statement and is not
considered proxy soliciting material.  


                                   FORM 10-KSB

    The Company filed an Annual Report on Form 10-KSB for the year ended 
December 31, 1996 (the "Form 10-KSB") with the Commission.  A copy of such 
Form 10-KSB has been mailed concurrently with this Proxy Statement to all 
stockholders entitled to notice of and to vote at the Annual Meeting.  The 
Form 10-KSB is not incorporated into this Proxy Statement and is not 
considered proxy soliciting material.  Stockholders may obtain additional 
copies of this report, without charge, by writing to Investor Relations, 
Atlantic Pharmaceuticals, Inc., 1017 Main Campus Drive, Suite 3900, Raleigh, 
North Carolina 27606.

                                       19



<PAGE>

                                    OTHER MATTERS

    The Company knows of no other matters that will be presented for
consideration at the Annual Meeting.  If any other matters properly come before
the Annual Meeting, it is the intention of the persons named in the enclosed
form of Proxy to vote the shares they represent as the Board may recommend. 
Discretionary authority with respect to such other matters is granted by the
execution of the enclosed Proxy.  



                                  THE BOARD OF DIRECTORS



Dated:  April 24, 1997




                                       20


<PAGE>

                                      APPENDIX A

                              INDEMNIFICATION AGREEMENT

         THIS AGREEMENT is made and entered into this      day of         ,
____ between Atlantic Pharmaceuticals, Inc., a Delaware corporation
("Corporation"), and ________________ ("Officer/Director").

                                      RECITALS:

         A.   Officer/Director performs a valuable service as ____________ for
the Corporation.

         B.   The stockholders of Corporation have adopted Bylaws (the
"Bylaws") providing for the indemnification of the officers, directors, agents
and employees to the maximum extent authorized by Section 145 of the Delaware
Corporations Code, as amended ("Code").

         C.   The Bylaws and the Code, by their non-exclusive nature, permit
contracts between Corporation and its officers with respect to indemnification
of such officers.

         D.   As a result of recent developments affecting the terms, scope and
availability of Directors and Officers Liability Insurance ("D & O Insurance"),
there exists general uncertainty as to the ability of Corporation to maintain
and afford the current D & O Insurance held by the Corporation for the benefit
of its officers.

         E.   In order to induce Officer/Director to continue to serve  in such
capacity, Corporation has determined and agreed to enter into this contract with
Officer/Director.

         NOW, THEREFORE, in consideration of Officer's/Director's continued
service as an officer/director after the date hereof, the parties hereto agree
as follows:


         1.   INDEMNITY OF OFFICER/DIRECTOR.  Corporation hereby agrees to hold
harmless and indemnify Officer/Director to the fullest extent authorized or
permitted by the provisions of the Code, as may be amended from time to time
(but, only to the extent that such amendment permits Corporation to provide
broader indemnification rights than the Bylaws or the Code permitted prior to
adoption of such amendment).

         2.   ADDITIONAL INDEMNITY.  Subject only to the exclusions set forth
in Section 3 hereof, Corporation hereby further agrees to hold harmless and
indemnify Officer/Director:

              (a)  against any and all expenses (including attorneys' fees),
witness fees, damages, judgments, fines and amounts paid in settlement actually
and reasonably incurred by Officer/Director in connection with any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (including an action by or in the right of
Corporation) to which Officer/Director is, was or at any time becomes a party,
or is threatened to be made a party, by reason of the fact that Officer/Director
is, was or at any time becomes a director, officer, employee or agent of
Corporation, or is or was serving or at any time serves at the request of
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise;
and

              (b)  otherwise to the fullest extent as may be provided to
Officer/Director by Corporation under the non-exclusivity provisions of the
Corporation's Certificate of Incorporation and of the Bylaws and the Code.



<PAGE>

         3.   LIMITATIONS ON INDEMNITY.  No indemnity pursuant to Section 1
hereof shall be paid by Corporation:

              (a)  except to the extent the aggregate of losses to be
indemnified thereunder exceed the sum of such losses for which Officer/Director
is indemnified pursuant to Section 1 hereof or pursuant to any D & O Insurance
purchased and maintained by Corporation;

              (b)  in respect to remuneration paid to Officer/Director if it
shall be determined by a final judgment or other final adjudication that such
remuneration was in violation of law;

              (c)  on account of any suit in which judgment is rendered against
Officer/Director for an accounting of profits made from the purchase or sale by
Officer/Director of securities of Corporation pursuant to the provisions of
Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or
similar provisions of any federal, state or local statutory law;

              (d)  on account of Officer's/Director's conduct which is finally
adjudged to have been knowingly fraudulent or deliberately dishonest, or to
constitute willful misconduct; 

              (e)  on account of Officer's/Director's conduct that constituted
a breach of Officer's/Director's duty of loyalty to the Corporation or resulted
in any personal profit or advantage to which Officer/Director was not legally
entitled;

              (f)  if a final decision by a Court having jurisdiction in the
matter shall determine that such indemnification is not lawful (and, in this
respect, both  Corporation and Officer/Director have been advised that the
Securities and Exchange Commission believes that indemnification for liabilities
arising under the federal securities laws is against public policy and is,
therefore, unenforceable and that claims for indemnification should be submitted
to appropriate courts for adjudication); or

              (g)  in connection with any proceeding (or part thereof)
initiated by Officer/Director, or any proceeding by Officer/Director against
Corporation or its directors, officers, stockholders, employees or other agents,
unless (i) such indemnification is expressly required to be made by law, (ii)
the proceeding was authorized by the Board of Directors of Corporation, (iii)
such indemnification is provided by Corporation, in its sole discretion,
pursuant to the powers vested in Corporation under the Code, or (iv) the
proceeding is initiated pursuant to Section 7(b) hereof.

         4.   CONTRIBUTION.  If the indemnification provided in Sections 1 and
2 is unavailable and may not be paid to Officer/Director for any reason other
than those set forth in Section 3, then in respect of any threatened, pending or
completed action, suit or proceeding in which Corporation is jointly liable with
Officer/Director (or would be if joined in such action, suit or proceeding),
Corporation shall contribute to the amount of expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred and paid or payable by Officer/Director in such proportion as is
appropriate to reflect (i) the relative benefits received by Corporation on the
one hand and Officer/Director on the other hand from the transaction from which
such action, suit or proceeding arose, and (ii) the relative fault of
Corporation on the one hand and of Officer/Director on the other in connection
with the events which resulted in such expenses, judgments, fines or settlement
amounts, as well as any other relevant equitable considerations.  The relative
fault of Corporation on the one hand and of Officer/Director on the other shall
be determined by reference to, among other things, the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent the
circumstances resulting in such expenses, judgments, fines or settlement
amounts.  Corporation agrees that it would not be just and equitable if
contribution pursuant to this Section 3 were determined by pro rata allocation
or any other method of allocation which does not take into account the foregoing
equitable considerations.

         5.   CONTINUATION OF OBLIGATIONS.  All agreements and obligations of
Corporation contained herein shall continue during the period Officer/Director
is a director, officer, employee or agent of Corporation (or 



<PAGE>

is or was serving at the request of Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise) and shall continue thereafter so long as
Officer/Director shall be subject to any possible claim or threatened, pending
or completed action, suit or proceeding, whether civil, criminal or
investigative, by reason of the fact that Officer/Director was an
officer/director of Corporation or serving in any other capacity referred to
herein.

         6.   NOTIFICATION AND DEFENSE OF CLAIM.  Not later than thirty (30)
days after receipt by Officer/Director of notice of the commencement of any
action, suit or proceeding, Officer/Director will, if a claim in respect thereof
is to be made against Corporation under this Agreement, notify Corporation of
the commencement thereof; but the omission so to notify Corporation will not
relieve it from any liability which it may have to Officer/Director otherwise
than under this Agreement.  With respect to any such action, suit or proceeding
as to which Officer/Director notifies Corporation of the commencement thereof:

              (a)  Corporation will be entitled to participate therein at its
own expense;

              (b)  except as otherwise provided below, to the extent that it
may wish, Corporation jointly with any other indemnifying party similarly
notified will be entitled to assume the defense thereof, with counsel reasonably
satisfactory to Officer/Director.  After notice from Corporation to
Officer/Director of its election so as to assume the defense thereof,
Corporation will not be liable to Officer/Director under this Agreement for any
legal or other expenses subsequently incurred by Officer/Director in connection
with the defense thereof other than reasonable costs of investigation or as
otherwise provided below.  Officer/Director shall have the right to employ its
counsel in such action, suit or proceeding but the fees and expenses of such
counsel incurred after notice from Corporation of its assumption of the defense
thereof shall be at the expense of Officer/Director unless (i) the employment of
counsel by Officer/Director has been authorized by Corporation, (ii)
Officer/Director shall have reasonably concluded that there may be a conflict of
interest between Corporation and Officer/Director in the conduct of the defense
of such action or (iii) Corporation shall not in fact have employed counsel to
assume the defense of such action, in each of which cases the fees and expenses
of Officer's/Director's separate counsel shall be at the expense of Corporation.
Corporation shall not be entitled to assume the defense of any action, suit or
proceeding brought by or on behalf of Corporation or as to which
Officer/Director shall have made the conclusion provided for in (ii) above; and

              (c)  Corporation shall not be liable to indemnify
Officer/Director under this Agreement for any amounts paid in settlement of any
action or claim effected without its written consent.  Corporation shall be
permitted to settle any action except that it shall not settle any action or
claim in any manner which would impose any penalty or limitation on
Officer/Director without Officer's/Director's written consent.  Neither
Corporation nor Officer/Director will unreasonably withhold its consent to any
proposed settlement.

         7.   ADVANCEMENT AND REPAYMENT OF EXPENSES.

              (a)  In the event that Officer/Director employs his own counsel
pursuant to Section 6(b)(i) through (iii) above, Corporation shall advance to
Officer/Director, prior to any final disposition of any threatened or pending
action, suit or proceeding, whether civil, criminal, administrative or
investigative, any and all reasonable expenses (including legal fees and
expenses) incurred in investigating or defending any such action, suit or
proceeding within ten (10) days after receiving copies of invoices presented to
Officer/Director for such expenses.

              (b)  Officer/Director agrees that Officer/Director will reimburse
Corporation for all reasonable expenses paid by Corporation in defending any
civil or criminal action, suit or proceeding against Officer/Director in the
event and only to the extent it shall be ultimately determined by a final
judicial decision (from which there is no right of appeal) that Officer/Director
is not entitled, under the provisions of the Code, the Bylaws, this Agreement or
otherwise, to be indemnified by Corporation for such expenses.


                                       3


<PAGE>

              (c)  Notwithstanding the foregoing, Corporation shall not be
required to advance such expenses to an officer/director (i) who commences any
action, suit or proceeding as a plaintiff unless such advance is specifically
approved by a majority of the Board of Directors or (ii) who is party to an
action, suit or proceeding brought by Corporation and approved by a majority of
the Board which alleges willful misappropriation of corporate assets by such
Officer/Director, disclosure of confidential information in violation of such
officer's fiduciary or contractual obligations to Corporation, or any other
willful and deliberate breach in bad faith of such officer's duty to Corporation
or its stockholders.

         8.   ENFORCEMENT.

              (a)  Corporation expressly confirms and agrees that it has
entered into this Agreement and assumed the obligations imposed on Corporation
hereby in order to induce Officer/Director to continue as an officer/director of
Corporation, and acknowledges that Officer/Director is relying upon this
Agreement in continuing in such capacity.

              (b)  Any right to indemnification or advances granted by this
Agreement to Officer/Director shall be enforceable by or on behalf of
Officer/Director in any court of competent jurisdiction if (i) the claim for
indemnification or advances is denied, in whole or in part, or (ii) no
disposition of such claim is made within ninety (90) days of request therefor. 
Officer/Director, in such enforcement action, if successful in whole or in part,
shall be entitled to be paid also the expense of prosecuting his claim.  It
shall be a defense to any action for which a claim for indemnification is made
under Section 2 hereof (other than an action brought to enforce a claim for
expenses pursuant to Section 7 hereof, provided that the required undertaking
has been tendered to Corporation) that Officer/Director is not entitled to
indemnification because of the limitations set forth in Section 4 hereof. 
Neither the failure of Corporation (including its Board of Directors or its
stockholders) to have made a determination prior to the commencement of such
enforcement action that indemnification of Officer/Director is proper in the
circumstances, nor an actual determination by Corporation (including its Board
of Directors or its stockholders) that such indemnification is improper, shall
be a defense to the action or create a presumption that Officer/Director is not
entitled to indemnification under this Agreement or otherwise.

         9.   SUBROGATION.  In the event of payment under this Agreement,
Corporation shall be subrogated to the extent of such payment to all of the
rights of recovery of Officer/Director, who shall execute all documents required
and shall do all acts that may be necessary to secure such rights and to enable
Corporation effectively to bring suit to enforce such rights.

         10.  NON-EXCLUSIVITY OF RIGHTS.  The rights conferred on
Officer/Director by this Agreement shall not be exclusive of any other right
which Officer/Director may have or hereafter acquire under any statute,
provision of Corporation's Certificate of Incorporation or Bylaws, agreement,
vote of stockholders or directors, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding office.

         11.  SURVIVAL OF RIGHTS.

              (a)  The rights conferred on Officer/Director by this Agreement
shall continue after Officer/Director has ceased to be a director, officer,
employee or other agent of Corporation or to serve at the request of Corporation
as a director, officer, employee or other agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise and
shall inure to the benefit of Officer/Director's heirs, executors and
administrators.

              (b)  Corporation shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of Corporation, expressly to assume
and agree to perform this Agreement in the same manner and to the same extent
that  Corporation would be required to perform if no such succession had taken
place.


                                       4



<PAGE>

         12.  SEPARABILITY.  Each of the provisions of this Agreement is a
separate and distinct agreement and independent of the others, so that if any
provision hereof shall be held to be invalid or unenforceable for any reason,
such invalidity or unenforceability shall not affect the validity or
enforceability of the other provisions hereof.  Furthermore, if this Agreement
shall be invalidated in its entirety on any ground, then Corporation shall
nevertheless indemnify Officer/Director to the fullest extent provided by the
Bylaws, the Code or any other applicable law.

         13.  GOVERNING LAW.  This Agreement shall be interpreted and enforced
in accordance with the laws of the State of Delaware.

         14.  BINDING EFFECT.  This Agreement shall be binding upon
Officer/Director and upon Corporation, its successors and assigns, and shall
inure to the benefit of Officer/Director, his heirs, personal representatives
and assigns and to the benefit of Corporation, its successors and assigns.

         15.  AMENDMENT AND TERMINATION.  No amendment, modification,
termination or cancellation of this Agreement shall be effective unless in
writing signed by both parties hereto.

         16.  NOTICES.  All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given (i)
upon delivery if delivered by hand to the party to whom such communication was
directed or (ii) upon the third business day after the date on which such
communication was mailed if mailed by certified or registered mail with postage
prepaid:

              (a)  If to Officer/Director, at the address indicated on the 
                   signature page hereof.

              (b)  If to the Corporation, to

                   Atlantic Pharmaceuticals, Inc.
                   142 Cypress Point Road
                   Half Moon Bay, CA  94019

or to such other address as may have been furnished to Officer/Director by
Corporation.



                                       5


<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
and as of the day and year first above written.

                                  ATLANTIC PHARMACEUTICALS, INC.
                                  a Delaware corporation



                                  By:  
                                       --------------------------------
                                       Jon D. Lindjord, Chief Executive
                                       Officer, President and Director


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

                   Address:  
                                  --------------------------------------

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


                                       6

<PAGE>
                         ATLANTIC PHARMACEUTICALS, INC.
                                     PROXY
                  ANNUAL MEETING OF STOCKHOLDERS, MAY 21, 1997
 
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF ATLANTIC PHARMACEUTICALS, INC.
 
    The undersigned revokes all previous proxies, acknowledges receipt of the
Notice of the Annual Meeting of Stockholders to be held May 21, 1997 and the
Proxy Statement and appoints Jon D. Lindjord and Margaret A. Schalk, and each of
them, the Proxy of the undersigned, with full power of substitution, to vote all
shares of Common Stock of Atlantic Pharmaceuticals, Inc. (the "Company") which
the undersigned is entitled to vote, either on his or her own behalf or on
behalf of any entity or entities, at the Annual Meeting of Stockholders of the
Company to be held at the offices of Brobeck, Phleger & Harrison LLP, 1633
Broadway, 47th Floor, New York, New York 10019, on Wednesday, May 21, 1997 at
9:00 A.M. Eastern Standard Time (the "Annual Meeting"), and at any adjournment
or postponement thereof, with the same force and effect as the undersigned might
or could do if personally present thereat. The shares represented by this proxy
shall be voted in the manner set forth on the reverse side.
 
    1.  To elect four directors to serve on the Board of Directors for the
        ensuing year and until their respective successors are duly elected and
        qualified:
      / /  FOR (except as marked to the contrary below)
        Jon D. Lindjord, Yuichi Iwaki, M.D., Ph.D., Steve H. Kanzer, John K.A.
        Prendergast, Ph.D.
      / /  WITHHOLD AUTHORITY TO VOTE
 
    2.  FOR  AGAINST  ABSTAIN
       / /      / /         / /       To approve a form of indemnification
      agreement to be enterend into by and between the Company
                         and its officers and directors.
 
    3.  FOR  AGAINST  ABSTAIN
       / /      / /         / /       To ratify the Board of Director's
      selection of KPMG Peat Marwick LLP to serve as the Company's
                         independent auditors for the year ending December 31,
      1997.

<PAGE>
    THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF EACH OF THE DIRECTORS
LISTED ABOVE AND A VOTE IN FAVOR OF THE OTHER PROPOSALS. THIS PROXY, WHEN
PROPERLY EXECUTED, WILL BE VOTED AS SPECIFIED ABOVE. IF NO SPECIFICATION IS
MADE, THIS PROXY WILL BE VOTED IN FAVOR OF THE ELECTION OF THE DIRECTORS LISTED
ABOVE AND IN FAVOR OF THE OTHER PROPOSALS.
 
    Please print the name(s) appearing on each share certificate(s) over which
you have voting authority:
                                            ____________________________________
 
                                               (Print name(s) on certificate)
                                            ____________________________________
 
                                                   Please sign your name:
                                            ____________________________________
 
                                                 (Authorized Signature(s))
                                            Date: ______________________________