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Biotech / Medical : NEXL -- Ignore unavailable to you. Want to Upgrade?

To: SIer formerly known as Joe B. who wrote (1374)	5/26/1998 9:05:00 PM
From: bob jaremsek	Read Replies (1) \| Respond to of 1704

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held on June 23, 1998 To the Stockholders of VIMRX PHARMACEUTICALS INC. NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders ("Annual Meeting") of VIMRX Pharmaceuticals Inc. (the "Company") will be held at The Equitable Companies, Inc., 787 Seventh Avenue, 50th Floor, New York, New York on Tuesday, June 23, 1998 at 9:30 a.m., Eastern Daylight Time, to consider and act upon the following proposals: 1. To elect a Board of nine directors. 2. To approve an amendment to the Company's 1997 Incentive and Non-Incentive Stock Option Plan making an additional 1,000,000 shares available for issuance thereunder. 3. To approve the 1998 Non-Incentive Stock Option Plan of VIMRX Pharmaceuticals Inc. for Directors, Employees and Consultants of Nexell Therapeutics Inc. 4. To ratify the appointment of KPMG Peat Marwick LLP as independent auditors of the Company for the year ending December 31, 1998. 5. To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. A proxy statement describing the matters to be considered at the Annual Meeting is attached to this notice. Only holders of record of the Company's Common Stock at the close of business on May 21, 1998, the Record Date for the Annual Meeting, are entitled to notice of and to vote at the Annual Meeting. Due to space limitations, attendance at the Annual Meeting will be limited to stockholders of record, their proxies, beneficial owners who have presented evidence of such ownership satisfactory to the Company, and brokers. By Order of the Board of Directors, Lowell S. Lifschultz, Secretary Wilmington, Delaware May 26, 1998