Edgar Filing: EXEGENICS INC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934 (Amendment No. )

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EXEGENICS INC.
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(Name of Registrant as Specified In Its Charter)

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

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PRELIMINARY COPY - SUBJECT TO COMPLETION, DATED SEPTEMBER __, 2003

[EXEGENICS INC. LETTERHEAD]

[_____________, 2003]

Dear Fellow Stockholder:

As you may be aware, on August 27, 2003, Bruce Meyers, Melvyn I. Weiss,
The M and B Weiss Family Limited Partnership of 1996 (an entity controlled by
Weiss) and Michael Stone (a client of Weiss's law firm) (together, the "Meyers
Group") filed preliminary consent solicitation materials with the Securities and
Exchange Commission in an attempt to take complete control of your company's
Board of Directors. The Meyers Group filed amended preliminary consent
solicitation materials on September 15, 2003. In furtherance of its goal of
seeking to take over eXegenics without offering stockholders any value at all
for their shares, and without presenting any specific plan for increasing
stockholder value, the Meyers Group is seeking written consents of the eXegenics
stockholders to remove, without cause, the entire Board of Directors and to
replace the directors with five persons selected by the Meyers Group.

In its preliminary consent solicitation materials, the Meyers Group
fails to explain why its nominees should replace your current directors. The
Meyers Group has neither disclosed a specific plan for eXegenics nor revealed
how its nominees will attempt to increase the value of your investment in
eXegenics. In fact, the Meyers Group has conceded in its consent solicitation
materials that there is no assurance that the election of its nominees will
maximize stockholder value or otherwise protect the interests of eXegenics'
stockholders. For these reasons, the Board is asking eXegenics' stockholders to
withhold their consent and revoke any consents that may have been given.

EXEGENICS' BOARD OF DIRECTORS UNANIMOUSLY OPPOSES
THE MEYERS GROUP'S CONSENT SOLICITATION.

SIMPLY DO NOT SIGN THE MEYERS GROUP'S BLUE CONSENT CARD.

You can reject the Meyers Group's solicitation and its efforts to take
control of your company. If you have previously signed a blue consent card, you
can easily revoke that consent by signing, dating and mailing the enclosed WHITE
Revocation of Consent Card immediately. Even if you have not signed the Meyers
Group's consent card, you can show your support for your Board by signing,
dating and mailing the enclosed WHITE Revocation of Consent Card.

As always, we will keep you fully informed as events unfold in the
coming weeks and months. In the meantime, the Board of eXegenics believes that
it is in your best interests NOT to consent to the Meyers Group's proposals.

We thank you for your continued trust and support.

Sincerely,

Ronald L. Goode
Chairman, President and Chief Executive Officer

PRELIMINARY COPY - SUBJECT TO COMPLETION, DATED SEPTEMBER __, 2003
A DEFINITIVE CONSENT STATEMENT WILL BE FILED FOLLOWING SEC REVIEW

EXEGENICS INC.
2110 RESEARCH ROW
DALLAS, TEXAS 75235

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CONSENT REVOCATION STATEMENT
BY THE BOARD OF DIRECTORS OF EXEGENICS INC. IN OPPOSITION TO THE
SOLICITATION OF CONSENTS BY BRUCE MEYERS, MELVYN I. WEISS, THE M AND B WEISS
FAMILY LIMITED PARTNERSHIP OF 1996 AND MICHAEL STONE.

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[SEPTEMBER __, 2003]

This Consent Revocation Statement and the accompanying WHITE Revocation
of Consent Card are being furnished by the Board of Directors (sometimes
hereinafter referred to as the "Board") of eXegenics Inc., a Delaware
corporation ("eXegenics"), to the record holders as of September 5, 2003 of
outstanding shares of eXegenics' common stock, par value $0.01 per share
("Common Stock"), and Series A Convertible preferred stock, par value $0.01 per
share ("Preferred Stock" and together with Common Stock, "Capital Stock"), in
opposition to the solicitation by Bruce Meyers, Melvyn I. Weiss, The M and B
Weiss Family Limited Partnership of 1996 (an entity controlled by Weiss) and
Michael Stone (a client of Weiss's law firm) (together, the "Meyers Group"), of
written consents from eXegenics' stockholders.

On August 22, 2003, in a Schedule 13D filed with the Securities and
Exchange Commission (the "SEC"), the Meyers Group publicly announced its
intention to solicit consents from eXegenics' stockholders to remove all current
directors from the eXegenics Board and elect its own nominees to the Board. On
August 27, 2003, the Meyers Group filed preliminary consent solicitation
materials with the SEC wherein it proposed to take control of eXegenics' Board
by removing all of the existing members of the Board and electing five of its
own nominees (the "Meyers Group Nominees"). The Meyers Group filed amended
preliminary consent solicitation materials on September 15, 2003. The Meyers
Group's two proposals are referred to herein as the "Meyers Group Proposals."
The Meyers Group Nominees, if elected, would comprise the entire eXegenics
Board; therefore, a consent in favor of the Meyers Group Proposals is a consent
to turn over control of your Board and your company to the Meyers Group
Nominees. As evidenced by the Meyers Group's lack of substantive proposals in
its consent materials, and given that the Meyers Group has failed to offer
eXegenics' stockholders value for their shares or a specific plan for increasing
stockholder value, we believe that the Meyers Group Proposals are not in the
best interests of eXegenics or its stockholders. In fact, the Meyers Group has
conceded in its consent solicitation materials that there is no assurance that
the election of the Meyers Group Nominees will maximize stockholder value or
otherwise protect the interests of eXegenics' stockholders. CONSEQUENTLY,
EXEGENICS' BOARD OF DIRECTORS UNANIMOUSLY OPPOSES THE MEYERS GROUP'S CONSENT
SOLICITATION AND URGES YOU NOT TO SIGN THE BLUE CONSENT CARD SENT TO YOU BY THE
MEYERS GROUP, BUT INSTEAD, TO SIGN AND RETURN THE WHITE CARD INCLUDED WITH THESE
MATERIALS.

EVEN IF YOU HAVE PREVIOUSLY SIGNED AND RETURNED THE MEYERS GROUP'S BLUE
CONSENT CARD, YOU HAVE EVERY RIGHT TO CHANGE YOUR VOTE. WE URGE YOU TO SIGN,
DATE AND MAIL THE ENCLOSED WHITE REVOCATION OF CONSENT CARD IN THE POSTAGE-PAID
ENVELOPE PROVIDED. YOUR PROMPT ACTION IS CRITICAL. PLEASE RETURN THE WHITE
REVOCATION OF CONSENT CARD TODAY, EVEN IF YOU HAVE NOT PREVIOUSLY SIGNED A BLUE
CARD. PLEASE NOTE THAT EXEGENICS DOES NOT INTEND TO SOLICIT PROXIES VIA THE
INTERNET.

IF YOUR SHARES ARE HELD IN "STREET NAME," ONLY YOUR BROKER OR BANKER
CAN VOTE YOUR SHARES. PLEASE CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND
INSTRUCT HIM OR HER TO VOTE A WHITE REVOCATION OF CONSENT CARD ON YOUR BEHALF
TODAY.

This Consent Revocation Statement and the enclosed WHITE Revocation of
Consent Card are first being mailed to stockholders on or about [_________,
2003].

If you have any questions about this process or require assistance,
please call Georgeson Shareholder Communications Inc. ("Georgeson"), the firm
assisting eXegenics in this solicitation, at the phone numbers shown below:

GEORGESON SHAREHOLDER COMMUNICATIONS INC.
17 STATE STREET - 10TH FLOOR
NEW YORK, NEW YORK 10004
CALL TOLL FREE: (888) 964-0733
BANKS & BROKERS CALL: (212) 440-9800

IMPORTANT NOTE REGARDING FORWARD-LOOKING STATEMENTS

We urge you to read this entire document carefully. The information
contained in this document includes forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended. It
has not been judicially determined that the safe harbor provided by Section 21E
of the Exchange Act applies to forward-looking statements in a proxy
solicitation conducted in connection with a tender offer. The preparation of
forward-looking statements requires the use of estimates of future
profitability, revenues, expenses, activity levels and economic and market
conditions, many of which are outside our control. Such statements are indicated
by words or phrases such as "anticipates," "estimates," "projects," "believes,"
"intends," "expects" and similar words and phrases. Actual results might vary
materially from those indicated by the forward-looking statements as a result of
various factors. Discussion of these and other risks and uncertainties are
provided in detail in eXegenics' periodic filings with the SEC, including
eXegenics' Annual Report on Form 10-K, as amended. Given these uncertainties,
you are cautioned not to place undue reliance on such forward-looking
statements. In addition, there can be no assurance that our business strategy
will deliver any particular level of value to our stockholders or that earnings
estimates will be met or exceeded. Other factors and assumptions not identified
above are also involved in the preparation of forward-looking statements, and
the failure of such other factors and assumptions to be realized might also
cause actual results to differ materially from those discussed.

THE MEYERS GROUP PROPOSALS

The Meyers Group Proposals are described below:

PROPOSAL TO REMOVE THE EXISTING DIRECTORS

The Meyers Group has proposed to immediately remove from office all of
the existing members of the eXegenics Board.

PROPOSAL TO ELECT THE MEYERS GROUP NOMINEES

The Meyers Group has proposed to elect the following five individuals
to be directors of eXegenics: Robert A. Baron, Robert Benou, John J. Huntz, Jr.,
John A. Paganelli and David Lee Spencer.

REASONS FOR OPPOSING THE MEYERS GROUP SOLICITATION

THE BOARD OF DIRECTORS UNANIMOUSLY BELIEVES THAT THE MEYERS GROUP PROPOSALS ARE
NOT IN THE BEST INTEREST OF EXEGENICS' STOCKHOLDERS AND URGES STOCKHOLDERS TO
REJECT SUCH PROPOSALS. YOUR BOARD OF DIRECTORS THEREFORE REQUESTS THAT YOU SIGN,
DATE AND RETURN THE ENCLOSED WHITE REVOCATION OF CONSENT CARD, WHETHER OR NOT
YOU HAVE PREVIOUSLY SIGNED AND RETURNED THE BLUE CONSENT CARD SOLICITED BY THE
MEYERS GROUP.

The eXegenics Board believes that the Meyers Group has failed to
adequately address pertinent issues and concerns in connection with its consent
solicitation, including:

o The Meyers Group has not explained why it thinks its
nominees are more qualified than the current eXegenics
Board.

o The Meyers Group has expressed no strategy for the
future of eXegenics.

o The Meyers Group has not presented a specific plan for
increasing stockholder value and has conceded in its
consent solicitation materials that it can provide no
assurance that the Meyers Group Nominees will maximize
stockholder value or otherwise protect the interests of
eXegenics' stockholders.

THE MEYERS GROUP HAS NEITHER OFFERED EXEGENICS' STOCKHOLDERS VALUE FOR THEIR
SHARES, NOR PROPOSED ANY PLANS FOR THE FUTURE OF EXEGENICS.

The Board of Directors strongly believes that the Meyers Group is
simply attempting to take control of eXegenics for its own benefit and
advantage. The Meyers Group has not indicated that its nominees have any
experience in managing a corporation like eXegenics. The Meyers Group has even
not even presented a proposal for its nominees' plans for eXegenics. In the
Board's judgment, and as conceded by the Meyers Group in its consent
solicitation materials, there is no basis to believe that the Meyers Group will
in any way enhance stockholder value or otherwise protect the interests of
eXegenics' stockholders.

The Meyers Group has further demonstrated its self-interest by keeping
alive the litigation filed by The M and B Weiss Family Limited Partnership of
1996 (an entity controlled by Weiss) on May 15, 2003 and amended on September 9,
2003 (the "Weiss Litigation"). The prolonging of this litigation only serves to
erode stockholder value while eXegenics and its directors are forced to defend
themselves against baseless allegations. The complaint asks the court to order
eXegenics' current directors to cooperate with parties proposing bona fide
transactions to maximize stockholder value; however, the Meyers Group has
offered no substantive proposals in its plan to take control of eXegenics, yet
seeks to add the compensation of five new directors to eXegenics' overhead
costs. In addition, members of the Meyers Group have been opposed to eXegenics
in our attempt to consummate transactions, such as the proposed Innovative Drug
Delivery Systems, Inc. ("IDDS") and AVI BioPharma, Inc. ("AVI") mergers, which
the Board believed would have maximized stockholder value at the time they were
proposed.

Your Board of Directors is, and has always been, committed to
increasing value for eXegenics' stockholders.

IN LIGHT OF THE FOREGOING, THE BOARD OF DIRECTORS UNANIMOUSLY BELIEVES THAT THE
MEYERS GROUP PROPOSALS ARE NOT IN THE BEST INTERESTS OF EXEGENICS' STOCKHOLDERS
AND URGES STOCKHOLDERS TO REJECT SUCH PROPOSALS.

VIOLATIONS OF SEC RULES.

Rule 13d-1(a) under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), provides that any person who becomes the beneficial owner
of more than 5% of a publicly registered class of securities must, within 10
days after the acquisition, file with the SEC a statement containing the
information required by Schedule 13D. As detailed below, we believe that certain
members of the Meyers Group have not complied with the SEC's rules in this area
- rules which were enacted to ensure that the marketplace would be alerted to
accumulations of securities which might represent a potential shift in corporate
control similar to the one now being proposed by the Meyers Group.

MATERIAL CHANGES NOT PROMPTLY DISCLOSED.

On June 1, 2000, Bruce Meyers filed with the SEC a Schedule 13D stating
that he was the beneficial owner of 12.6% of our Common Stock. On August 22,
2003, the Meyers Group filed with the SEC an amendment to this Schedule 13D
stating that Meyers is now individually the beneficial owner of 8.1% of our
Common Stock. On September 15, 2003, the Meyers Group filed with the SEC amended
preliminary consent solicitation materials disclosing 230 transactions in our
Common Stock conducted by Bruce Meyers and entities under his control between
April 2, 2001 and August 12, 2003. While such changes in his beneficial
ownership occurred over the course of two years, Meyers only recently reported
them.

Rule 13d-2(a) under the Exchange Act provides that if any material
change occurs in the facts set forth in a Schedule 13D, the reporting person
must promptly file with the SEC an amendment disclosing that change. An
acquisition or disposition of beneficial ownership of securities in an amount
equal to 1% or more of the relevant class of securities is deemed to be a
material change for purposes of this rule. In addition, the rule provides that
acquisitions or dispositions of less than 1% may also be material, depending
upon the facts and circumstances.

Even after adjusting for the fact that there were 15,648,494 shares of
our Common Stock outstanding at the time Bruce Meyers filed his Schedule 13D in
June of 2000, and 16,184,486 shares outstanding at the time the Meyers Group
filed its recent Schedule 13D amendment and consent solicitation materials, the
filings reveal a net disposition of beneficial ownership by Meyers of well over
1% of our Common Stock. Even assuming that the 1% threshold was not crossed or
was inadvertently overlooked, were not Meyers' numerous transactions in our
stock "material" enough to be disclosed, given his intention to wage a contest
for control of our company? We certainly think so. Why Meyers saw fit to refrain
from disclosing these transactions to the public for such a long period of time
- in violation of the SEC's rules - is anybody's guess.

FORMATION OF GROUP NOT PROMPTLY DISCLOSED.

Rule 13d-5(b)(1) under the Exchange Act provides that when two or more
persons agree to act together for the purpose of acquiring, holding, voting or
disposing of equity securities of an issuer, the group formed thereby is deemed
to have acquired beneficial ownership, as of the date of such agreement, of all
equity securities of the issuer beneficially owned by any of the members of the
group, thereby requiring the filing of a Schedule 13D by all group members
within 10 days of the group's formation.

The Schedule 13D amendment filed with the SEC by the Meyers Group on
August 22, 2003 states that the Meyers Group may be considered a "group" based
on its intention to jointly commence its consent solicitation to replace our
current directors. However, some or all of this "group" may have been formed
much earlier than was reported - as early as April 15, 2003. On that date, Bruce
Meyers advised representatives of eXegenics that the law firm of Milberg Weiss
Bershad Hynes & Lerach LLP would be preparing an alternate proxy statement to
the statement mailed by eXegenics to its stockholders on or about April 15,
2003. Mr. Meyers' threat to launch a proxy contest in April, with the assistance
of Weiss and his firm, suggests that Meyers and Weiss were acting as a "group"
at that time. Furthermore, Michael Stone was working with Weiss and his firm on
matters relating to eXegenics as early as July 23, 2003 - a month before the
Meyers Group disclosed its "group" status. On that date, Stone sent a letter to
eXegenics demanding that we turn over certain corporate records to Weiss' firm,
who Stone called his "designated representative." These facts suggest that Stone
and Weiss were acting as a "group" at that time. For some reason, however,
Meyers, Weiss and Stone chose to wait until late August to inform the SEC and
the public of their intentions.

ACQUISITION PROPOSAL NOT PROMPTLY DISCLOSED.

Item 4 of Schedule 13D requires the disclosure of any plans or
proposals that the reporting person may have that relate to or would result in,
among other things, an extraordinary corporate transaction (such as a merger,
reorganization or liquidation) involving the issuer, any change in the present
board of directors or management of the issuer, and any other material change in
the issuer's business or corporate structure.

In March of 2003, Bruce Meyers proposed an acquisition transaction
involving eXegenics. Meyers' proposal included plans for the replacement of the
Board and management of eXegenics. In the event that eXegenics had agreed to the
proposed transaction, eXegenics would have been faced with a substantial debt
burden. Accordingly, after discharging its fiduciary duties by performing a
thorough due diligence review and consulting with its independent financial and
legal advisors, the Board of eXegenics rejected this proposal.

As noted above, Rule 13d-2(a) clearly states that if any material
change occurs in the facts set forth in a Schedule 13D, the reporting person
must promptly file with the SEC an amendment disclosing that change. For some
reason, Meyers chose not to amend his Schedule 13D at the time he made his
proposal in order to disclose his involvement in promoting this extraordinary
corporate transaction. In fact, Meyers has to date never disclosed to the SEC or
the marketplace his attempt to effect this material change in eXegenics'
corporate structure.

CONFLICT OF INTEREST RELATING TO THE WEISS LITIGATION.

As set forth in further detail below, on May 15, 2003, The M&B Weiss
Family Limited Partnership of 1996 (an entity controlled by Melvyn Weiss) filed
a lawsuit in the Delaware Court of Chancery, purportedly as a class action on
behalf of all other similarly situated stockholders of eXegenics, against
eXegenics and certain of its directors, and purportedly as a derivative action
on behalf of eXegenics against the directors (the "Weiss Litigation"). eXegenics
and the individual defendants believe the suit to be without merit. Accordingly,
on June 9, 2003, the defendants filed a joint motion with the Delaware Court of
Chancery to dismiss the complaint for failure to state a claim and for failure
to make the statutorily required demand on eXegenics to assert the subject
claims. On September 9, 2003, a First Amended Shareholder's Class and Derivative
Complaint was filed by The M&B Weiss Family Limited Partnership of 1996 in the
Delaware Court of Chancery against eXegenics and its directors. The amended
complaint was filed in substitution for the complaint previously filed by the
same plaintiff on May 15, 2003.

The defendants are filing a subsequent joint motion with the Delaware
Court of Chancery to dismiss the complaint for failure to state a claim and for
failure to make the statutorily required demand on eXegenics to assert the
subject claims. The defendants also are filing a joint motion with the Delaware
Court of Chancery to disqualify Melvyn Weiss and his law firm from serving as
both class counsel and as class. It is well established Delaware law that the
requirement that a class representative fairly and adequately represent the
class extends to class counsel as well as the class representative. It is
equally well established that a law firm cannot serve as class or derivative
counsel where the representative plaintiff is associated with the firm.
Furthermore, serving as class counsel and as class representative creates the
possibility that the class representative might be excessively generous in
agreeing to attorneys fees or that

the class representative might too readily agree to a settlement that would
shift the responsibility for fees from the defendants to the class.

THE MEYERS GROUP'S "CONCERNS" REGARDING EXEGENICS.

The Meyers Group has expressed various concerns about eXegenics, but
these "concerns" are belied by the record of trading activity conducted in our
Common Stock by various members of the Meyers Group. The Meyers Group has
professed concern that eXegenics has never been profitable, has apparently
stopped producing significant revenue, has seen the price of its Common Stock
decline and has been unable to develop marketable products. All the while,
however, members of the Meyers Group have been trading heavily in our Common
Stock - so heavily, in fact, that on over ten occasions over the past two years
the combined trading activity of the Meyers Group has accounted for OVER A
MAJORITY OF THE ENTIRE DAILY VOLUME OF TRADING ACTIVITY IN OUR SHARES. In
addition, based on the trading information contained in the amended preliminary
consent solicitation materials filed with the SEC by the Meyers Group, Melvyn
Weiss and Michael Stone made a combined 107 purchases of our Common Stock
between May 3, 2001 and August 12, 2003 -- and these gentlemen NEVER SOLD A
SINGLE SHARE during this period. Further, between November 8, 2001 and August 7,
2003, Bruce Meyers and entities under his control made 142 separate purchases of
our Common Stock. IF THE MEMBERS OF THE MEYERS GROUP WERE TRULY "CONCERNED" WITH
THE STATE OF EXEGENICS' BUSINESS, THE PERFORMANCE OF OUR STOCK AND THE ABILITIES
OF OUR BOARD OF DIRECTORS, THEN WHY HAVE THEY CONTINUED TO ACCUMULATE OUR STOCK
IN SUCH AN EXTREME FASHION?

Incidentally, although Bruce Meyers reports having beneficial ownership
of 1,329,983 shares of our Common Stock as of September 5, 2003, he does not
have a significant personal cash investment in our company. Of these reported
shares, 250,000 shares have not yet been purchased but rather are issuable upon
the exercise of warrants held by Meyers Associates L.P. (an entity controlled
solely by Mr. Meyers). Of the remaining 1,079,983 shares of our Common Stock
Meyers reports as owning, 750,000 shares were acquired by Meyers in connection
with the formation of eXegenics -- FOR A TOTAL CASH PURCHASE PRICE OF UNDER
$235.

BRUCE MEYERS' HISTORY OF SELF-REGULATORY ORGANIZATION VIOLATIONS.

Our review of publicly available records has revealed various
regulatory actions involving Bruce Meyers and his business intermediaries, which
he has chosen not to disclose to you. Such actions were initiated for violations
of investment-related rules or regulations. In this regard, the following is a
brief synopsis of charges brought against Bruce Meyers and his business
intermediaries and the final resolution of such proceedings.

On April 23, 2003, the National Association of Securities Dealers, Inc.
(the "NASD") reported that Bruce Meyers and Jansen-Meyers Associates, L.P. (an
entity controlled solely by Mr. Meyers) violated certain NASD rules and
regulations relating to insider trading. Bruce Meyers and Jansen-Meyers
Associates, L.P. were censured and fined $10,000, jointly and severally.

On March 15, 2001, the NASD reported that Bruce Meyers and
Jansen-Meyers Associates, L.P. violated certain NASD rules and regulations.
Specifically, there were two causes of action cited in the proceeding relating
to Bruce Meyers' and his firm's failure to enforce supervisory procedures and
trading ahead of customer limits. Accordingly, Bruce Meyers and his firm were
held jointly and severally liable for a $10,000 fine and a $14,000 fine.
Jansen-Meyers Associates, L.P. agreed to pay restitution in the amount of $5,819
to its clients.

On June 24, 1993, as a result of NASD violations that included failure
to supervise a statutorily disqualified individual and submitting a membership
continuance application that contained false information, the State of Florida
instituted restrictions regarding Bruce Meyers' registration status.

On November 27, 1990, the NASD issued a final resolution regarding
Bruce Meyers and Global Capital Securities, Inc., which pertained to violations
of certain NASD rules and regulations, namely the failure to supervise a
statutorily disqualified individual and the submission of a membership
continuance application that contained false information. Bruce Meyers and
Global Securities, Inc. were censured and fined $2,000, jointly and severally.

In addition to the matters listed above, there are various customer
complaints that have been filed against Bruce Meyers and Roan-Meyers Associates,
L.P. (an entity controlled solely by Mr. Meyers) which are currently pending.
The customer complaints include consumer-initiated, investment-related
arbitration proceedings or civil suits which contain allegations of sales
practice violations against Bruce Meyers and his firm. Moreover, on March 15,
2002, the NASD reported that it intends to report an investigation regarding
Bruce Meyers to the NASD's Office of

Disciplinary Affairs and requested that a complaint be authorized. The NASD
alleged that Bruce Meyers violated SEC Rule 10b-9, engaged in the sale of
unregistered securities and employed inaccurate written supervisory procedures.

IN LIGHT OF THE FOREGOING, THE BOARD OF DIRECTORS UNANIMOUSLY OPPOSES THE MEYERS
GROUP SOLICITATION AND URGES YOU NOT TO SIGN THE BLUE CONSENT CARD OR ANY OTHER
FORMS WHICH MAY BE SENT TO YOU BY THE MEYERS GROUP. EVEN IF YOU PREVIOUSLY
SIGNED AND RETURNED THE MEYERS GROUP'S BLUE CONSENT CARD, YOU HAVE EVERY RIGHT
TO CHANGE YOUR VOTE. WE URGE YOU TO SIGN, DATE AND MAIL THE ENCLOSED WHITE
REVOCATION OF CONSENT CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED.

IF YOU HAVE ANY QUESTIONS, PLEASE CALL GEORGESON TOLL-FREE AT (888) 964-0733.
BANKS AND BROKERS SHOULD CALL AT (212) 440-9800.

THE CONSENT PROCEDURE

VOTING SECURITIES AND RECORD DATE

Pursuant to the request of the Meyers Group and in accordance with the
provisions of eXegenics' By-laws, the eXegenics Board has set September 5, 2003
as the record date for the determination of stockholders entitled to express or
withhold their consent to the Meyers Group Proposals or to grant revocations of
such consents. As of September 5, 2003, there were 16,214,359 shares of
eXegenics' Common Stock outstanding and 910,857 shares of eXegenics' Preferred
Stock outstanding. Each share is entitled to one vote and only such holders as
of the record date are entitled to express or withhold consent to the Meyers
Group Proposals or to grant revocations of such consents.

EFFECTIVENESS OF CONSENTS

Under Delaware law, unless otherwise provided in a corporation's
certificate of incorporation, stockholders may act without a meeting, without
prior notice and without a vote, if consents in writing setting forth the action
to be taken are signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted. eXegenics' Certificate of Incorporation does not prohibit stockholder
action by written consent. Therefore, in order to be approved by eXegenics'
stockholders, the Meyers Group Proposals require consents signed by the holders
of a majority of eXegenics' Common Stock and eXegenics' Preferred Stock
outstanding at the close of business on September 5, 2003. Under Delaware law,
corporate action by written consent may not occur more than 60 days after the
date of the earliest dated consent that has been properly delivered to
eXegenics.

EFFECT OF WHITE REVOCATION OF CONSENT CARD

eXegenics' Board of Directors is soliciting AGAINST the Meyers Group
Proposals. If you have already voted on the Meyers Group consent card, you may
revoke that consent by signing and dating the WHITE card. By executing the WHITE
card, stockholders will essentially be voting against the Meyers Group Proposals
and will revoke any earlier dated consent card solicited by the Meyers Group
which they may have signed. Shares represented by the WHITE card will be voted
as indicated thereon as a revocation of consent as to all shares held by the
stockholder in all capacities. Please note that eXegenics does not intend to
solicit proxies via the Internet.

Any stockholder executing and delivering the enclosed WHITE card may
revoke such action by signing and returning a later dated consent card solicited
by the Meyers Group.

The Board urges you NOT to sign or return any consent card sent to you
by the Meyers Group. Whether or not you have previously executed a consent card,
the Board urges you to show your support for the Board by executing and dating
the enclosed WHITE card solicited by the Board, and to mail it in the enclosed
postage prepaid envelope as soon as possible.

eXegenics has retained Georgeson Shareholder Communication Inc.
("Georgeson") to assist in communicating with stockholders in connection with
the Meyers Group consent solicitation and to assist in our efforts to obtain
consent revocations. If you have any questions about how to complete or submit
your WHITE Revocation of Consent Card or any other questions, Georgeson will be
pleased to assist you. You may call Georgeson toll-free at (888) 964-0733. Banks
and brokers should call at (212) 440-9800.

IF YOU DO NOT SUPPORT THE MEYERS GROUP PROPOSALS, YOU MAY SHOW YOUR OPPOSITION
TO THE MEYERS GROUP CONSENT PROPOSALS BY SIGNING, DATING AND RETURNING THE
ENCLOSED WHITE REVOCATION OF CONSENT CARD. THIS WILL BETTER ENABLE EXEGENICS TO
KEEP TRACK OF HOW MANY STOCKHOLDERS OPPOSE THE MEYERS GROUP PROPOSALS.

BACKGROUND OF THE MEYERS GROUP SOLICITATION

On May 15, 2003, The M&B Weiss Family Limited Partnership of 1996 (an
entity controlled by Weiss) filed a lawsuit in the Delaware Court of Chancery,
purportedly as a class action on behalf of all other similarly situated
stockholders of eXegenics, against eXegenics and certain of its directors, and
purportedly as a derivative action on behalf of eXegenics against the directors.
The complaint alleges, among other things, that the defendants have mismanaged
eXegenics, have made unwarranted and wasteful loans and payments to certain
directors and third parties, have disseminated a materially false and misleading
proxy statement in connection with the 2003 annual meeting of eXegenics'
stockholders, and have breached their fiduciary duties to act in the best
interests of eXegenics and its stockholders. The complaint seeks, among other
things, court orders mandating that the defendants cooperate with parties
proposing bona fide transactions to maximize stockholder value, make corrective
disclosures with respect to the proxy statement for the 2003 annual meeting, and
account to eXegenics and the plaintiff for damages suffered as a result of the
actions alleged in the complaint. The plaintiff is, in addition, seeking an
award of costs and attorneys' fees and expenses.

On the same date that the Weiss Litigation was commenced, Dr. Ira J.
Gelb and Mr. Irwin C. Gerson resigned as directors of eXegenics citing in their
respective letters of resignation apparent stockholder dissatisfaction with the
management of the business of eXegenics by the Board and eXegenics senior
management.

On May 29, 2003, EI Acquisition Inc. ("EI Acquisition"), a wholly-owned
subsidiary of Foundation Growth Investments LLC (together with EI Acquisition,
the "Foundation Group"), commenced an unsolicited cash tender offer (the
"Foundation Offer") for all of the outstanding shares of Capital Stock at a
price of $0.40 per share, which offer price was later increased to $0.60 per
share. For the reasons described in eXegenics' Solicitation/Recommendation
Statement on Schedule 14D-9 in response to the Foundation Offer, filed with the
Commission on June 12, 2003, as amended through the date hereof (the "Foundation
Schedule 14D-9"), the Board unanimously recommended that eXegenics stockholders
reject the Foundation Offer and not tender their shares of Capital Stock to the
Foundation Group.

On June 9, 2003, in an effort to preserve the ability of the Board and
eXegenics' senior management to resist inadequate takeover proposals and thus
protect stockholder value, eXegenics adopted a stockholder rights plan (the
"Rights Plan"). The Rights Plan requires any party seeking to acquire 15% or
more of the outstanding eXegenics Common Stock to obtain the approval of the
Board or else the rights granted to eXegenics' stockholders under the Rights
Plan that are not held by the acquiror will become exercisable for Common Stock,
or common stock of the acquiror, at a discounted price that would make the
acquisition prohibitively expensive.

On that same day, the defendants in the Weiss Litigation filed a joint
motion with the Delaware Court of Chancery to dismiss the complaint for failure
to state a claim and for failure to make the statutorily required demand on
eXegenics to assert the subject claims.

On June 18, 2003, the Foundation Group filed with the SEC preliminary
proxy materials relating to its commencement of a solicitation of eXegenics'
stockholders to consent to the removal of all the members of eXegenics' board of
directors and the election of three new directors nominated by the Foundation
Group to serve as the sole members of eXegenics' board of directors. The
Foundation Group's consent solicitation materials stated the belief of the
Foundation Group that, if elected, the Foundation Group's nominees would
consider taking the following actions: (i) exempting the Foundation Group from
the application of the poison pill adopted by eXegenics' board of directors;
(ii) exempting the Foundation Group from the application of the Delaware
anti-takeover statute; (iii) repealing all of the recent amendments to
eXegenics' bylaws, which provide, among other things, for certain procedures for
stockholder proposals and nominations to be presented at stockholder meetings
and for stockholders taking action by written consent; and (iv) approving a
merger between eXegenics and EI Acquisition Inc. following the completion of the
Foundation Offer.

On June 25, 2003, eXegenics filed with the SEC preliminary proxy
materials relating to its opposition to the Foundation Group's consent
solicitation. eXegenics' materials stated the belief of eXegenics that its
stockholders should not provide their consent to the Foundation Group's
proposals and should revoke any such consents that might have been given.

On July, 16, 2003, eXegenics and AVI entered into an Agreement and Plan
of Merger, pursuant to which AVI would first commence an exchange offer in which
AVI, through its wholly-owned subsidiary, Elk Acquisition, Inc., would offer
0.103 of a share of AVI common stock for each outstanding share of eXegenics
Common Stock and 0.155 of a share of AVI common stock for each outstanding share
of eXegenics Preferred Stock. The exchange offer was to be followed by a merger
in which each share of eXegenics Common Stock not tendered in the exchange offer
would be converted into the right to receive 0.103 of a share of AVI common
stock and each share of eXegenics Preferred Stock not tendered in the exchange
offer would be converted into the right to receive 0.155 of a share of AVI
common stock. On July 25, 2003, AVI commenced the exchange offer. On August 11,
2003, AVI announced that it had amended the terms of the exchange offer by
increasing the exchange ratio to 0.123 of a share of AVI's common stock for each
share of eXegenics' Common Stock, and 0.185 of a share of AVI's common stock for
each share of eXegenics' Preferred Stock.

On that same day, in a Schedule 13D filed with the SEC, the Meyers
Group publicly announced its intention to solicit consents from eXegenics'
stockholders to remove all directors from the Board and elect its own nominees
to the Board.

Also on that date, eXegenics received a letter from Michael Stone (a
client of Weiss's law firm) requesting the Board to set a record date in
connection with the Meyers Group's forthcoming consent solicitation.

On August 27, 2003, the Meyers Group filed with the SEC preliminary
consent materials relating to its commencement of a solicitation of eXegenics'
stockholders to consent to the removal of all the members of the Board and the
election of five new directors nominated by the Meyers Group to serve as the
sole members of the Board.

On September 2, 2003, eXegenics received notice that AVI had elected to
terminate the Agreement and Plan of Merger, which termination also served to
terminate the exchange offer.

On September 2, 2003, at a teleconference meeting in which all of the
members participated, the Board set September 5, 2003 as the record date for the
Meyers Group's consent solicitation.

On September 9, 2003, the Foundation Group terminated its tender offer
to acquire all of the shares of Capital Stock of eXegenics, as well as its
consent solicitation of eXegenics' stockholders.

On that same day, a First Amended Shareholder's Class and Derivative
Complaint was filed by The M&B Weiss Family Limited Partnership of 1996 (an
entity controlled by Melvyn Weiss) in the Delaware Court of Chancery against
eXegenics and its directors, purportedly as a class action on behalf of the
plaintiff and on behalf of all other similarly situated stockholders of
eXegenics, and purportedly as a derivative action on behalf of eXegenics against
certain directors and/or senior officers of eXegenics. The amended complaint,
which was filed in substitution for the complaint previously filed by the same
plaintiff on May 15, 2003, seeks, among other things, court orders mandating:
(i) that the amended complaint be declared a proper class action and certifying
the plaintiff as the class representative; (ii) that the defendants restore to
eXegenics all monies alleged to have been wasted in connection with the aborted
merger transactions with IDDS and AVI; (iii) that the defendants cooperate with
parties proposing bona fide transactions to maximize stockholder value; (iv)
that the defendants act independently so that the interests of eXegenics' public
shareholders will be protected; (v) that the individual defendants ensure that
no conflicts of interest exist between themselves and eXegenics and its
stockholders; and (vi) that the individual defendants account to eXegenics, the
plaintiff and the proposed class for damages suffered as a result of the actions
alleged in the amended complaint. The plaintiff is in addition seeking an award
of costs and attorneys' fees and expenses.

On September 15, 2003, the Meyers Group filed with the SEC amended
preliminary consent solicitation materials.

LEGAL PROCEEDINGS

annual meeting of eXegenics' stockholders, and have breached their fiduciary
duties to act in the best interests of eXegenics and its stockholders. The
complaint seeks, among other things, court orders mandating that the defendants
cooperate with parties proposing bona fide transactions to maximize stockholder
value, make corrective disclosures with respect to the proxy statement for the
2003 annual meeting, and account to eXegenics and the plaintiff for damages
suffered as a result of the actions alleged in the complaint. The plaintiff is,
in addition, seeking an award of costs and attorneys' fees and expenses.

eXegenics and the individual defendants believe the suit to be without
merit. Accordingly, on June 9, 2003, the defendants filed a joint motion with
the Delaware Court of Chancery to dismiss the complaint for failure to state a
claim and for failure to make the statutorily required demand on eXegenics to
assert the subject claims. eXegenics cannot predict at this point the length of
time that the Weiss Litigation will be ongoing or the liability, if any, which
may arise therefrom.

On September 9, 2003, a First Amended Shareholder's Class and
Derivative Complaint was filed by The M&B Weiss Family Limited Partnership of
1996 (an entity controlled by Melvyn Weiss) in the Delaware Court of Chancery
against eXegenics and its directors, purportedly as a class action on behalf of
the plaintiff and on behalf of all other similarly situated stockholders of
eXegenics, and purportedly as a derivative action on behalf of eXegenics against
certain directors and/or senior officers of eXegenics. The amended complaint,
which was filed in substitution for the complaint previously filed by the same
plaintiff on May 15, 2003, seeks, among other things, court orders mandating:
(i) that the amended complaint be declared a proper class action and certifying
the plaintiff as the class representative; (ii) that the defendants restore to
eXegenics all monies alleged to have been wasted in connection with the aborted
merger transactions with IDDS and AVI; (iii) that the defendants cooperate with
parties proposing bona fide transactions to maximize stockholder value; (iv)
that the defendants act independently so that the interests of eXegenics' public
shareholders will be protected; (v) that the individual defendants ensure that
no conflicts of interest exist between themselves and eXegenics and its
stockholders; and (vi) that the individual defendants account to eXegenics, the
plaintiff and the proposed class for damages suffered as a result of the actions
alleged in the amended complaint. The plaintiff is in addition seeking an award
of costs and attorneys' fees and expenses.

The defendants are filing a subsequent joint motion with the Delaware
Court of Chancery to dismiss the complaint for failure to state a claim and for
failure to make the statutorily required demand on eXegenics to assert the
subject claims. The defendants also are filing a joint motion with the Delaware
Court of Chancery to disqualify Melvyn Weiss and his law firm from serving as
both class counsel and as class representative. It is well established Delaware
law that the requirement that a class representative fairly and adequately
represent the class extends to class counsel as well as the class
representative. It is equally well established that a law firm cannot serve as
class or derivative counsel where the representative plaintiff is associated
with the firm. Furthermore, serving as class counsel and as class representative
creates the possibility that the class representative might be excessively
generous in agreeing to attorneys fees or that the class representative might
too readily agree to a settlement that would shift the responsibility for fees
from the defendants to the class.

MANAGEMENT

o on May 15, 2003, Dr. Ira J. Gelb and Mr. Irwin C. Gerson
resigned as directors of eXegenics;

o on May 19, 2003, the service of Mr. Gary Frashier as a
director of and consultant to eXegenics ended; and

o on May 19, 2003, eXegenics announced that Joseph M.
Davie, M.D., Ph.D. had been elected to the Audit
Committee of the Board and that Walter M. Lovenberg,
Ph.D. had been elected lead director.

Prior to the 2003 Annual Meeting of Stockholders, which had originally
been scheduled for May 19, 2003, but was subsequently adjourned until June 17,
2003, Gary E. Frashier had notified eXegenics that he would not stand for
reelection as a director and therefore did not expect to serve beyond the
original meeting date. Among the reasons Mr. Frashier cited for his decision
were other commitments and his desire to reduce his obligations given, among
other things, his age and health.

Ira J. Gelb, M.D., and Irwin C. Gerson tendered their resignation as
directors of eXegenics on May 15, 2003. In their respective letters of
resignations, they each cited increasing disagreement with management and
apparent increasing dissatisfaction from shareholders as their reasons for
resigning.

Arthur P. Bollon, Ph.D., our former Vice President and a director,
resigned on January 10, 2003, among other things, in order to pursue other
interests, including the start-up of a new biotech venture. Robert J. Rousseau,
Ph.D., our former Vice President of Business Development and Licensing, and Joan
H. Gillett, our former Vice President and Controller, also resigned in order to
pursue other interests.

THE BOARD OF DIRECTORS

Information regarding eXegenics' current Board of Directors appears
below:

Name Age Position with eXegenics
---- --- -----------------------
Joseph M. Davie, M.D. Ph.D. 63 Director
Robert J. Easton 58 Director
Ronald L. Goode, Ph.D. 59 President, Chief Executive
Officer, Chairman of the
Board and Director
Walter M. Lovenberg, Ph.D. 66 Director

JOSEPH M. DAVIE, M.D., PH.D. was elected a director in 2003. He has
held key management positions at Biogen (Vice President and then Senior Vice
President of Research 1993-2000), and G.D. Searle (Senior Vice President of
Research, 1987-1989; President of Research and Development, 1987-1992; Corporate
Senior Vice President of Science and Technology, 1993). Prior to that, he was a
professor at Washington University School of Medicine, St. Louis, first as
Associate Professor of Pathology (1972-1975), then as Professor and Head of the
Department of Microbiology and Immunology (1975-1987). His training includes a
Ph.D. from Indiana University (1966), an M.D. from Washington University (1968),
internship and residency training in pathology from Barnes Hospital, St. Louis,
and the National Cancer Institute, Bethesda, MD, and post-doctoral training at
Washington University and the National Institutes of Health. He has served on a
variety of advisory panels and councils and was elected to the Institute of
Medicine in 1987. Dr. Davie is currently retired and serves on the boards of one
Nasdaq-listed company, Targeted Genetics Corporation, as well as on the boards
of several private companies.

ROBERT J. EASTON was elected to the Board of Directors in December
2000. Mr. Easton is Chairman of Easton Associates LLC. Prior to this latest
venture, he spent 19 years as a management consultant, most recently as Managing
Director with IBM Healthcare Consulting ("IBM"). Prior to IBM, Mr. Easton served
as President of the Wilkerson Group, also a health care consulting concern. Mr.
Easton has executed proprietary studies in a wide variety of medical products
and service fields. His areas of expertise include pharmaceuticals,
biotechnology and in vitro diagnostics. Mr. Easton is a frequent speaker for
medical industry and investment groups in the U.S. and Europe. He is a director
of CollaGenex Pharmaceuticals and Cepheid, Inc., both Nasdaq-listed companies.
Mr. Easton is also a director of a private company, the former President of the
Biomedical Marketing Association and Special Limited Partner of Advanced
Technology Ventures. Mr. Easton received an M.B.A. from Harvard Graduate School
of Business Administration and undergraduate degrees in Chemical Engineering
from Rice University.

RONALD L. GOODE, PH.D. was named President and Chief Executive Officer
and elected to the Board of Directors on March 21, 2001. On December 9, 2002,
Dr. Goode was elected as Chairman of the Board of Directors. Dr. Goode has held
key management positions at G. D. Searle & Co. (Corporate Senior Vice President
and President of Asia/Pacific World Area from 1995 to 1997, President of Searle
International from 1991 to 1995, and Senior Vice President of Commercial
Development from 1986 to 1989) and before that at Pfizer Pharmaceuticals (Vice
President of Clinical Research and Scientific Affairs from 1985 to 1986 and
Director of Marketing Research in 1980). He has an extensive record of success
in business development, having been responsible for many of Searle's
acquisitions, including DayPro(R), which became Searle's largest selling drug.
Dr. Goode has supervised clinical development programs that led to the filing of
over a dozen New Drug Approval applications, including Procardia XL(R) and
Ambien(R). From 1997 to 1999, Dr. Goode was President and CEO of Unimed
Pharmaceuticals, Inc. He formed the consulting company Pharma-Links in 1999 with
the mission of being the "link" between pharmaceutical companies to help them
create alliances, form joint ventures and effect various transactions. In 2000,
Dr. Goode and his wife spent a sabbatical with his 'charity of choice', Mercy
Ships. Dr. Goode also serves on the Board of Directors of several not-for-profit
organizations. Dr. Goode received his Ph.D. in Microbiology from the University
of Georgia.

WALTER M. LOVENBERG, PH.D. has been one of our directors since August
1995. From 1989 to 1993, Dr. Lovenberg served as Executive Vice President and
member of the Board of Directors of Marion Merrell Dow Inc. Dr. Lovenberg also
served as President of the Marion Merrell Dow Research Institute from 1989 to
1993 and Vice President from 1986 through 1989. Prior to joining Marion Merrell
Dow in 1958, Dr. Lovenberg was a Senior Scientist and Chief of Biochemical
Pharmacology at the National Institutes of Health. Dr. Lovenberg has served as
President of Lovenberg Associates, Inc. since 1993. From 1997 to 2000, Dr.
Lovenberg served as Chief Executive Officer of Helicon Therapeutics Inc., a
private company. Dr. Lovenberg currently serves as a director of the following
public companies: OSI Pharmaceuticals, Inc., and Inflazyme, Inc. Dr. Lovenberg
serves on the Scientific Advisory Board of Guilford Pharmaceuticals, Inc., a
Nasdaq listed company. Dr. Lovenberg is also a director of several private
biotechnology companies including Helicon Therapeutics, Inc., Proquest
Pharmaceuticals, Inc., and Merrimack Pharmaceuticals, Inc. Dr. Lovenberg
received a Ph.D. in Biochemistry from George Washington University in 1962, and
prior to that, a B.S. in Biochemistry and a M.S. in Agriculture from Rutgers
University. Dr. Lovenberg, who serves as Executive Editor of Analytical
Biochemistry, is a consulting editor to several scientific journals. Dr.
Lovenberg has been the recipient of many awards, including a Fulbright-Hays
Senior Scholar Award and a Public Health Service Superior Service Award. Dr.
Lovenberg is a member of the American College of Neuropsychopharmacology, the
American Society of Neurochemistry and the American Society of Biochemistry and
Molecular Biology.

The business address of each of the directors is c/o eXegenics Inc.,
2110 Research Row, Dallas, TX 75235.

COMMITTEES OF THE BOARD OF DIRECTORS AND MEETINGS

Committee Structure. During 2002, our Board had three permanent
committees (Audit Committee, Compensation and Organization Committee and
Nominating Committee) and one ad hoc committee (Business Development Task
Force). Subsequent to the enactment of the Sarbanes-Oxley Act of 2002, our Board
determined it to be in the best interest of our shareholders to begin
reorganizing the Board's committee structure in anticipation of implementation
of provisions of Sarbanes-Oxley that will address said committees. On May 24,
2003, the Board's committee structure was reorganized such that the Compensation
and Organization Committee and the Nominating Committee were eliminated and
replaced, respectively, with a new Compensation Committee and a Nominating and
Governance Committee. The Audit Committee and the Business Development Task
Force were unaffected by this reorganization.

Meeting Attendance. During the year ended December 31, 2002, there were
14 meetings of our Board of Directors, and the various committees of the Board
met a total of 13 times. No director attended fewer than 75% of the total number
of meetings of the Board and of committees of the Board on which he served
during fiscal 2002.

Audit Committee. Our Audit Committee met five times during 2002. This
committee had three members during fiscal 2002, Irwin Gerson (Chairman) and Ira
J. Gelb, both of who resigned from the eXegenics Board on May 15, 2003, and
Walter M. Lovenberg, Ph.D. On May 19, 2003, the Board appointed Joseph M. Davie,
M.D., Ph.D. to the Audit Committee and our Audit Committee is now comprised of
two members, Joseph M. Davie, M.D., Ph.D. and Walter M. Lovenberg, Ph.D. Our
Audit Committee reviews the engagement of our independent accountants, reviews
annual financial statements, considers matters relating to accounting policy and
internal controls and reviews the scope of annual audits. Dr. Davie and Dr.
Lovenberg are "independent" as defined by current National Association of
Securities Dealers' listing standards. The Audit Committee operates under a
written Charter approved by the Board of Directors.

Compensation and Organization Committee. Our Compensation and
Organization Committee met three times during fiscal 2002, and had three
members: Gary E. Frashier (Chairman), whose service as a director ended on May
19, 2003, Irwin C. Gerson, who resigned on May 15, 2003 and Robert J. Easton. On
May 24, 2003, a new Compensation Committee replaced the existing Compensation
and Organization Committee, and is presently comprised of Joseph M. Davie, M.D.,
Ph.D., Robert J. Easton and Walter M. Lovenberg, Ph.D. The Compensation and
Organization Committee reviews, approves and makes recommendations regarding our
compensation policies, practices and procedures to ensure that legal and
fiduciary responsibilities of the Board of Directors are carried out and that
such policies, practices and procedures contribute to our success. The
Compensation Committee operates under a written Charter approved by the Board of
Directors.

Nominating Committee. During the last fiscal year, we had a Nominating
Committee, which consisted of Gary E. Frashier (Chairman), whose service as a
director ended on May 19, 2003, Ira J. Gelb, who resigned on May 15, 2003, and
Walter M. Lovenberg, Ph.D. The Committee held no meetings during fiscal 2002. On
May 24, 2003, the Nominating Committee was replaced by a new Nominating and
Governance Committee, and is currently comprised of three members, Joseph M.
Davie, M.D., Ph.D., Robert J. Easton and Walter M. Lovenberg, Ph.D. The
committee's role, following consultation with all other members of the Board of
Directors, is to make recommendations to the full Board

as to the size and composition of the Board and to make recommendations as to
particular nominees. Our Nominating and Governance Committee will consider
nominees recommended by stockholders. Stockholders may submit recommendations
with regard to nominees for election to the Board of Directors by notice in
writing, received by our Secretary at least 55 days prior to the anniversary
date of the date in the prior year on which we first mailed our proxy materials
for the prior year's annual meeting of shareholders, but not earlier than 75
days prior to that date. Each notice of nomination by a shareholder must set
forth (i) such information relating to a nominee that is required by Regulation
14A under the Securities Exchange Act of 1934, (ii) the nominee's written
consent to being named as a nominee and to serving as a director, if elected,
(iii) the name, address and eXegenics stock ownership information of the
stockholder giving notice and the beneficial owner, if any, on whose behalf the
nomination is made, and (iv) whether such stockholder or beneficial owner
intends to deliver proxy materials to a sufficient number of stockholders
required to elect such nominee. The Nominating Committee operates under a
written Charter approved by the Board of Directors.

Compensation Committee Interlocks and Insider Participation. None of
the members of our current Compensation Committee serve as a member of the Board
of Directors or Compensation Committee of any entity that has one or more
executive officers serving as a member of our Board of Directors or Compensation
Committee. Please see the section entitled "Certain Relationships and Related
Transactions" set forth elsewhere in this proxy statement for a description of
transactions between us and Messrs. Gary E. Frashier, one of our former
directors, and Robert J. Easton.

Business Development Task Force. Our Business Development Task Force
met five times during fiscal 2002. The committee had four members, Gary E.
Frashier (Chairman), whose service as a director ended on May 19, 2003, Ronald
L. Goode, Ph.D., Robert J. Easton and Walter M. Lovenberg, Ph.D. This committee
had reviewed potential business alliances.

COMPENSATION OF DIRECTORS

In December 2002, the Board agreed to a reduction of approximately 33%
in their compensation for the monthly service fee and the meeting fees, from
$1,500 to $1,000. We currently pay each non-employee director a monthly fee of
$1,000 for service as a director, plus $1,000 for each day of a Board of
Directors meeting attended, $1,000 for each Board of Directors conference call
meeting in which he participated, $750 for each committee meeting attended and
$750 for each committee conference call meeting in which he participated. We
reimburse directors for all expenses incurred for attending our Board meetings
and committee meetings.

Directors are eligible to participate in our Amended and Restated 2000
Stock Option Plan (the "Plan"). The Board of Directors previously approved an
option grant schedule for non-employee directors that provides for an option to
purchase 50,000 shares of our Common Stock upon first joining the Board and then
annual grants to be awarded at the beginning of each calendar year as follows:
(i) an option to purchase 25,000 shares of our Common Stock until a total of
150,000 options is reached, (ii) an option to purchase 15,000 shares of our
Common Stock until a total of 200,000 options is reached, then (iii) an option
to purchase 10,000 shares of our Common Stock every year thereafter. The initial
grant of an option to purchase 50,000 shares of our Common Stock has an exercise
price equivalent to the fair market value of our Common Stock on the date of
issuance, while each annual option grant has an exercise price equivalent to the
fair market value of our Common Stock on the second Friday of January of the
year in which it was granted. In addition, directors are eligible to receive
other periodic grants of options from time to time under the Plan. Options
granted under the Plan to non-employee directors are immediately exercisable on
the date of grant. Options to purchase a total of 90,000 shares were granted
under this formula during fiscal 2002 to Robert J. Easton and Walter M.
Lovenberg and to former directors, Gary E. Frashier, Ira J. Gelb and Irwin C.
Gerson. Options granted during fiscal 2002 to Arthur P. Bollon and Ronald L.
Goode, Ph.D. are reported under "Executive Compensation -- Option Grants in Last
Fiscal Year" set forth elsewhere in this proxy statement.

We paid Easton Associates L.L.C., of which Robert J. Easton, one of our
directors, is the Chairman, $62,500 during fiscal 2002 and approximately
$100,000 during fiscal 2003 for consulting services for strategy and market
planning services. These payments are in addition to the remuneration Mr. Easton
receives as a director.

During fiscal 2002, Gary E. Frashier, one of our former directors, was
also employed by us as a consultant in addition to his responsibilities as a
director. Mr. Frashier's total remuneration for consulting services during
fiscal 2002 was $67,500. This payment was in addition to the remuneration Mr.
Frashier received as a director.

EXECUTIVE OFFICERS

David E. Riggs, age 51, our Vice President, Chief Business Officer and
Chief Financial Officer, is presently our only executive officer who is not also
a director.

DAVID E. RIGGS joined eXegenics in March 2003 as Vice President, Chief
Business Officer and Chief Financial Officer. Prior to joining eXegenics, Mr.
Riggs was Founder and President of EMLIN Bioscience and served in such capacity
from December 2001 through March 2003. From 2000 to 2001 he was Senior Vice
President and Chief Financial Officer of Celera Genomics Group (previously Axys
Pharmaceuticals, Inc. - Nasdaq: AXPH). From 1992 to 2000 he was with Unimed
Pharmaceuticals, Inc. (previously Nasdaq: UMED) where he was Senior Vice
President of Business Operations and prior to that, Chief Financial Officer and
Secretary. Mr. Riggs also served as Chief Financial Officer of NeoPharm, Inc.
(Nasdaq: NEOL) and VideoCart, Inc. (formerly Nasdaq: VCRT). He has held
financial management positions at Fujisawa Healthcare, Inc. and GATX
Corporation. He is a certified public accountant having earned a B.S. from the
University of Illinois and an M.B.A. from DePaul University.

The business address of Mr. Riggs is c/o eXegenics Inc., 2210 Research
Row, Dallas, Texas 75235. Biographical information with respect to Dr. Goode
appears above under the caption "Board of Directors."

EXECUTIVE COMPENSATION

The information contained below was disseminated to eXegenics
stockholders in eXegenics' Proxy Statement dated April 15, 2003 in connection
with our 2003 Annual Meeting of Stockholders, which was held on June 17, 2003.
Such information pertains to the year ended December 31, 2002. Subsequent to
December 31, 2002, Arthur P. Bollon, a former director and Executive Vice
President, Robert J. Rousseau, the former Vice President of Business Development
and Licensing, and Joan H. Gillett, the former Vice President, Controller and
Principal Accounting Officer, resigned from their respective positions at
eXegenics.

SUMMARY COMPENSATION TABLE

The following Summary Compensation Table sets forth summary information
as to compensation received by our Chief Executive Officer and each of our other
most highly compensated executive officers who were employed by us at the end of
fiscal 2002 for services rendered to us in all capacities during the three
fiscal years ended December 31, 2000, 2001 and 2002, and who earned in excess of
$100,000 for services rendered to us during fiscal 2002.

LONG-TERM
ANNUAL COMPENSATION COMPENSATION
--------------------------------------------------------------- ------------
SECURITIES
OTHER ANNUAL UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS (#)
---------------------------------------- ------------ ------------ ------------ ------------ ------------

Ronald L. Goode, Ph.D .................. 2002 $ 373,333 $ 105,000 $ 12,000(2) 300,000
President, CEO, Chairman and ......... 2001 $ 275,512 -- $ 81,312(1) 400,000
Director 2000 -- -- -- --

Arthur P. Bollon, Ph.D ................. 2002 $ 250,000 -- $ 6,000(2) 25,000
Former Executive Vice President ...... 2001 $ 254,487 $ 25,000 $ 6,038(2) 100,000
and Director(3) ...................... 2000 $ 220,769 -- $ 6,000(2) 75,000

Joan H. Gillett ........................ 2002 $ 141,500 -- $ 6,000(2) 35,000
Vice President and Controller (4) .... 2001 $ 133,667 $ 14,000 $ 4,884(2) --
2000 $ 24,000 -- -- 35,000

Robert J. Rousseau, Ph.D ............... 2002 $ 151,667 -- $ 6,000(2) 15,000
Former Vice President of Business .... 2001 $ 111,873 -- $ 27,668(6) 50,000
Development and Licensing (5) ........ 2000 -- -- -- --

----------

(1) Other annual compensation for Dr. Goode during fiscal 2001 consisted of
$70,812 toward relocation expenses and $10,500 toward car expenses.

(2) Other annual compensation for these named executive officers consisted
of a car allowance.

(3) Dr. Bollon served as our Executive Vice President and a Director until
his resignation on January 10, 2003.

(4) Ms. Gillett served as our Vice President, Controller and Principal
Accounting Officer until her resignation, which was effective as of
April 30, 2003.

(5) Dr. Rousseau served as our Vice President of Business Development and
Licensing until his resignation which was effective as of January 31,
2003.

(6) Other annual compensation for Dr. Rousseau for fiscal 2001 consisted of
$22,691 toward relocation expenses and $4,977 toward car expenses.

OPTION GRANTS IN OUR LAST FISCAL YEAR

The following table shows grants of stock options that we made during
the fiscal year ended December 31, 2002 to each of our executive officers named
in the Summary Compensation Table, above.

INDIVIDUAL GRANTS
---------------------------------------------------------
POTENTIAL REALIZABLE
VALUE AT ASSUMED
NUMBER OF ANNUAL RATES OF STOCK
SECURITIES % OF TOTAL PRICE APPRECIATION FOR
UNDERLYING OPTIONS OPTION TERM (5)
OPTIONS GRANTED TO EXERCISE OR ---------------------------
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION
NAME (#) FISCAL YEAR ($/SHARE) DATE 5% 10%
---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------

Ronald L. Goode, Ph.D. (1) ....... 300,000 52.49 $ 1.00 12/09/2012 $ 189,297 $ 479,716
Arthur P. Bollon, Ph.D. (2) ...... 25,000 4.37 $ 1.77 3/3/2012 $ 27,829 $ 70,523
Joan H. Gillett (3) .............. 35,000 6.12 $ 1.07 12/09/2012 $ 23,489 $ 59,526
Robert J. Rousseau, Ph.D. (4) .... 15,000 2.62 $ 1.77 3/3/2012 $ 16,697 $ 42,314

----------

(1) The options are non-qualified stock options, granted pursuant to
eXegenics' Amended and Restated 2000 Stock Option Plan. Options to
purchase 100,000 shares of Common Stock, at an exercise price of $1.93
per share, vest annually in three equal installments commencing one
year from the date of grant. Options to purchase 200,000 shares of
Common Stock, at an exercise price of $0.54 per share, vested at the
time of the grant.

(2) The options are non-qualified stock options, granted pursuant to
eXegenics' Amended and Restated 2000 Stock Option Plan. Options to
purchase 25,000 shares of Common Stock, at an exercise price of $1.77
per share, vest annually in three equal installments commencing one
year from the date of grant.

(3) The options are non-qualified stock options, granted pursuant to
eXegenics' Amended and Restated 2000 Stock Option Plan. Options to
purchase 15,000 shares of Common Stock, at an exercise price of $1.77
per share, vest annually in three equal installments commencing one
year from the date of grant. Options to purchase 20,000 shares of
Common Stock, at an exercise price of $0.54 per share, vested at the
time of the grant.

(4) The options are non-qualified stock options, granted pursuant to
eXegenics' Amended and Restated 2000 Stock Option Plan. Options to
purchase 15,000 shares of Common Stock, at an exercise price of $1.77
per share, vest annually in three equal installments commencing one
year from the date of grant.

(5) In accordance with the rules of the SEC, we show in these columns the
potential realizable value over the term of the option (the period from
the grant date to the expiration date). We calculate this assuming that
the fair market value of our Common Stock on the date of grant
appreciates at the indicated annual rate, 5% and 10% compounded
annually, for the entire term of the option and that the option is
exercised and sold on the last day of its term for the appreciated
stock price. These amounts are based on assumed rates of appreciation
and do not represent an estimate of our future stock price. Actual
gains, if any, on stock option exercises will depend on the future
performance of our Common Stock, the option holder's continued
employment with us through the option exercise period, and the date on
which the option is exercised.

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

The following table shows information regarding exercises of options to
purchase our Common Stock by each executive officer named in the Summary
Compensation Table during the fiscal year ended December 31, 2002. The table
also shows the aggregate value of options held by each executive officer named
in the Summary Compensation Table as of December 31, 2002. The value of the
unexercised in-the-money options at fiscal year end is based on a value of $0.35
per share, the closing price of our stock on the Nasdaq SmallCap Market on
December 31, 2002 (the last trading day prior to the fiscal year end), less the
per share exercise price.

NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF THE UNEXERCISED
OPTIONS AT FISCAL IN-THE-MONEY OPTIONS
SHARES YEAR-END AT FISCAL YEAR-END
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---------------------------- ------------ ------------ ------------ ------------- ------------ -------------

Ronald L. Goode, Ph.D ...... -- $ 0 600,000 100,000 $ 0 $ 0
Arthur P. Bollon, Ph.D ..... -- $ 0 495,000 75,000 $ 0 $ 0
Joan H. Gillett ............ -- $ 0 55,000 15,000 $ 0 $ 0
Robert J. Rousseau, Ph.D ... -- $ 0 25,000 40,000 $ 0 $ 0

----------

(1) Amounts shown in this column do not necessarily represent actual value
realized from the sale of the shares acquired upon exercise of the
option because in many cases the shares are not sold on exercise but
continue to be held by the executive officer exercising the option. The
amounts shown represent the difference between the option exercise
price and the market price on the date of exercise, which is the amount
that would have been realized if the shares had been sold immediately
upon exercise.

EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS

Ronald L. Goode, Ph.D. entered into an employment agreement with us on
March 21, 2001 to serve as our President and Chief Executive Officer until March
20, 2004. The employment agreement provides for the payment to Dr. Goode of a
base salary of $350,000 per year with an annual bonus payment of up to 60% of
Dr. Goode's base salary, at the discretion of the Board of Directors. On
December 31, 2001, Dr. Goode was awarded a bonus of $105,000 (50% of the maximum
allowable). On March 4, 2002, Dr. Goode's salary was increased to $375,000.
Effective January 1, 2003, Dr. Goode's base salary was increased to $405,000 and
he was awarded a bonus, payable on January 7, 2003, of $105,000 (less than 50%
of the maximum allowable). The employment agreement provides that in the event
Dr. Goode's employment is terminated by us without cause, Dr. Goode terminates
his employment for good reason, or upon a change of control, Dr. Goode shall
receive severance payments of equal monthly installments at the base rate until
the expiration of 18 months following the date of termination, if such date is
after March 21, 2003. Dr. Goode also receives a car expense allowance of $1,000
per month under the employment agreement. The employment agreement contains a
two-year post-termination non-compete, non-solicitation and non-disclosure
agreement.

Arthur P. Bollon, Ph.D. was employed by us under an employment
agreement that provided for payment of his salary through November 6, 2003,
which was automatically renewable absent notice from us of our intent not to
renew; Dr. Bollon and we mutually agreed as to the termination of his employment
on January 10, 2003. The employment agreement provided for the payment to Dr.
Bollon of a base salary of $250,000 per year. In addition, in the event Dr.
Bollon was terminated without cause or due to a disability, the employment
agreement provided that Dr. Bollon would have received severance payments of
equal monthly installments at his base rate until the expiration of the term.
Dr. Bollon also received a car expense allowance of approximately $600 per month
under the employment agreement. The employment agreement contained a one-year
post-termination non-compete and non-solicitation agreement. Pursuant to the
terms of Dr. Bollon's separation from eXegenics, on January 14, 2003, Dr. Bollon
was paid a lump sum of $268,000, less applicable taxes and withholdings, and is
entitled to the costs for the premiums associated with continuing his health
insurance for a period of one year. Dr. Bollon was also paid $19,230, less
applicable taxes and withholding, for accrued but untaken vacation as of Dr.
Bollon's separation date from eXegenics.

David E. Riggs entered into an employment agreement with us on March
10, 2003, to serve as our Vice President, Chief Business Officer and Chief
Financial Officer until March 9, 2006, to be automatically renewed for
additional one-year periods, unless sooner terminated. The employment agreement
provides for the payment to Mr. Riggs of a base salary of $235,000 per year with
an annual bonus payment of up to 30% of Mr. Riggs's base salary, at the
discretion of the Board of Directors. The employment agreement provides that in
the event Mr. Riggs' employment is terminated by us without cause or by Mr.
Riggs for good reason, Mr. Riggs shall receive severance payments of equal

monthly installments at Then current base rate until either (i) the expiration
of 12 months following the date of termination, if such date is prior to March
10, 2004, (ii) the expiration of nine months following the date of termination,
if such date is before March 10, 2005, (iii) the expiration of six months
following the date of termination, if such date is before March 9, 2006, or (iv)
the expiration of six months following the date of termination, if such date is
during a renewal period. The employment agreement contains a one-year
post-termination non-compete, non-solicitation and non-disclosure agreement.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors, officers and
persons who own more than 10% of our Common Stock, to file with the Securities
and Exchange Commission initial reports of beneficial ownership and reports of
changes in beneficial ownership of our Common Stock and other equity securities.
Officers, directors and greater than 10% beneficial owners are required by SEC
regulation to furnish us with copies of all Section 16(a) forms they file.

To our knowledge, based solely on review of the copies of such reports
furnished to us and written representations that no other reports were required,
during the fiscal year ended December 31, 2002, all Section 16(a) filing
requirements applicable to our officers, directors and greater than 10%
beneficial owners were complied with, except that two reports filed by Ronald L.
Goode, Ph.D. each covering one stock option grant were filed late and two
reports, each covering one stock option grant, were not timely filed by Joan H.
Gillett. Reports, each covering one stock option grant, were also filed late by
former directors and/or officers Arthur P. Bollon, Ph.D., Gary M. Frashier, Ira
J. Gelb, M.D., Irwin C. Gerson and Robert J. Rousseau, Ph.D. as well as by
Robert J. Easton and Walter M. Lovenberg, Ph.D.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The table below shows the number of shares of our Common Stock and
Preferred Stock beneficially owned as of September 16, 2003 by the following
persons:

o each stockholder known by us to beneficially own more than 5%
of the outstanding shares of either the Common Stock or
Preferred Stock;

o each current member of the Board of Directors;

o our President and Chief Executive Officer and each of our next
most highly compensated executive officers who earned more
than $100,000 during the fiscal year ended December 31, 2002,
collectively referred to below as our named executive
officers; and

o all directors and named executive officers as a group.

To our knowledge and unless otherwise indicated, each person in the
table has sole voting power and investment power, or shares such power with his
or her spouse, with respect to all shares of Capital Stock listed as owned by
such person.

The number of shares beneficially owned by each stockholder is
determined under the rules promulgated by the SEC. The information is not
necessarily indicative of beneficial ownership for any other purpose. Under
these rules, beneficial ownership includes any shares as to which the individual
has sole or shared voting power or investment power and any shares as to which
the individual has the right to acquire beneficial ownership within 60 days
after September 16, 2003 through the exercise of any option, warrant or other
right. The inclusion in the following table of those shares, however, does not
constitute an admission that the named stockholder is a direct or indirect
beneficial owner of those shares.

COMMON STOCK SERIES A PREFERRED STOCK
--------------------------- ---------------------------
PERCENT OF ALL
VOTING SECURITIES
PERCENT PERCENT -----------------
NAME AND ADDRESS OF BENEFICIAL OWNER (1) NUMBER OF CLASS (2) NUMBER OF CLASS (3) (4)
------------------------------------------ ------------ ------------ ------------ ------------ -----------------

Bruce Meyers (5) ......................... 1,259,710 6.82% 35,433 3.98% 6.50%
Joseph M. Davie, Ph.D. (6) ............... 50,000 * -- -- *
Robert J. Easton (7) ..................... 125,000 * -- -- *
Ronald L. Goode, Ph.D. (8) ............... 745,030 4.03% -- -- 3.85%
Walter M. Lovenberg, Ph.D. (9) ........... 216,500 1.17% -- -- 1.11%
David E. Riggs (10) ...................... 82,200 * *
Arthur P. Bollon, Ph.D. (11) ............. 757,900 4.10% -- -- 3.91%
Joan H. Gillett (12) ..................... 1,000 * -- -- *
Robert J. Rousseau, Ph.D. (13) ........... 1,000 * -- -- *
------------ ------------ ------------ ------------ ------------
Directors and executive officers as a
group (8 persons) (14) ................. 1,978,630 10.71% 10.21%

----------

* Less than 1%

Except as otherwise indicated, each of the persons named has sole voting and
investment power with respect to the shares shown below.

(1) Except as otherwise indicated, the address of each beneficial owner is
c/o eXegenics Inc., 2110 Research Row, Dallas, Texas 75235.

(2) Calculated on the basis of 15,803,159 shares of Common Stock
outstanding (16,314,359 shares issued, less 511,200 held in treasury)
as of September 16, 2003 except that shares of Common Stock underlying
options and warrants exercisable within 60 days of the date hereof are
deemed to be outstanding for purposes of calculating the beneficial
ownership of securities of the holder of such options or warrants. This
calculation excludes shares of Common Stock issuable upon the
conversion of Preferred Stock.

(3) Calculated on the basis of 890,984 shares of Preferred Stock
outstanding.

(4) Calculated on the basis of an aggregate of 15,803,159 shares of Common
Stock and 890,984 shares of the Preferred Stock outstanding as of
September 16, 2003, except that shares of Common Stock underlying
options and warrants exercisable within 60 days of the date hereof are
deemed to be outstanding for purposes of calculating beneficial
ownership of securities of the holder of such options or warrants. This
calculation excludes shares of Common Stock issuable upon the
conversion of the Preferred Stock.

(5) Mr. Meyers' address is c/o Meyers Associates, L.P., 45 Broadway, New
York, New York 10004. Mr. Meyers is the sole stockholder, officer and
director of the corporate general partner of Meyers Associates, L.P.,
or "MA" (formerly, Roan/Meyers Associates, L.P. and Jansen-Meyers
Associates, L.P.). Mr. Meyers' beneficial ownership consists of 859,645
shares owned by Mr. Meyers, 4,740 shares owned by Bruce Meyers Keogh,
33,800 shares owned by the Joseph, Rita and Bruce Meyers Foundation for
Life, Inc., 35,433 shares of Common Stock issuable upon the conversion
of 35,433 shares of Preferred Stock, 76,092 owned by MA, and 250,000
shares of Common Stock issuable upon the exercise of currently
exercisable five-year warrants issued in 2002 to MA. Except with
respect to the warrants issued in 2001 and 2002, this information was
obtained from the Schedule 14A filed by the Meyers Group on September
15, 2003.

(6) Ownership consists of options to purchase 50,000 shares of Common Stock
currently exercisable.

(7) Ownership consists of options to purchase 125,000 shares of Common
Stock currently exercisable.

(8) Ownership consists of 111,700 shares of Common Stock and options to
purchase 633,330 shares of Common Stock that are currently exercisable
or exercisable within 60 days of September 16, 2003. Does not include
options to purchase 66,670 shares of Common Stock not exercisable
within 60 days of September 16, 2003.

(9) Ownership consists of 4,500 shares of Common Stock and options to
purchase 212,000 shares of Common Stock currently exercisable or
exercisable within 60 days of September 16, 2003. Does not include
options to purchase 24,500 shares of Common Stock not exercisable
within 60 days of September 16, 2003.

(10) Ownership consists of 7,200 shares of Common Stock and options to
purchase 75,000 shares of Common Stock currently exercisable or
exercisable within 60 days of September 16, 2003. Does not include
options to purchase 150,000 shares of Common Stock not exercisable
within 60 days of September 16, 2003.

(11) Ownership consists of 167,900 shares of Common Stock and options to
purchase 590,000 shares of Common Stock currently exercisable or
exercisable within 60 days of September 16, 2003.

(12) Ownership consists of 1,000 shares of Common Stock and all options to
purchase shares of Common Stock have expired.

(13) Ownership consists of 1,000 shares of Common Stock and all options to
purchase shares of Common Stock have expired.

(14) Ownership consists of 293,300 shares of Common Stock and options to
purchase an aggregate of 1,685,330 shares of Common Stock, which are
currently exercisable or exercisable within 60 days of September 16,
2003. Does not include options to purchase 241,170 shares of Common
Stock not exercisable within 60 days of September 16, 2003.

The following table sets forth information regarding all purchases and
sales of eXegenics' Common Stock since September 1, 2001 by each of eXegenics'
directors and executive officers:

NAME DATE PURCHASED OR SOLD NUMBER OF SHARES
----------------------------------------- ----------- -------------------- ----------------

Ronald L. Goode, Ph.D 02/04/2002 Purchased 2,500
12/20/2001 Purchased 4,400
12/04/2001 Purchased 5,000

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Easton Associates L.L.C.

In December 2000, we entered into an agreement with Easton Associates
L.L.C. for strategy and market planning services. Under this agreement, Easton
Associates was paid $62,500 for services rendered in 2002 and approximately
$100,000 for services rendered in 2003. Mr. Easton, one of our directors, is the
chairman of Easton Associates.

Gary E. Frashier

In December 2000, we entered into an agreement with Gary E. Frashier,
one of our former directors, for consulting services. Mr. Frashier was paid
$67,500 for his consulting services during fiscal 2002. This consulting
agreement terminated as of May 19, 2003.

Joan H. Gillett

Pursuant to her termination agreement, dated as of April 30, 2003, Joan
H. Gillett, the former Vice President, Controller and Principal Accounting
Officer of eXegenics, was paid a lump sum of $79,000, and is entitled to the
costs for the premiums associated with continuing her health insurance for a
period of six months commencing as of the date of said agreement.

Ronald L. Goode, Ph.D.

In May 2001, we sold 100,000 shares of Common Stock to our President
and Chief Executive Officer, Ronald L. Goode, Ph.D., for a purchase price of
$3.25 per share, the fair market value at the time of the transaction. Dr. Goode
paid the purchase price of $325,000 with $25,000 in cash and $300,000 by issuing
a five-year promissory note to us bearing interest at a rate of 4.71% per annum,
payable semi-annually. To date, Dr. Goode is current on all loan payments and
had made $22,325 in interest payments as of December 31, 2002.

Robert J. Rousseau, Ph.D.

Pursuant to his termination agreement, dated as of January 16, 2003,
Robert J. Rousseau, Ph.D., was paid a lump sum of $35,000, less applicable taxes
and withholding, and is entitled to the costs of the premiums associated with
continuing his health insurance for a period of ninety days commencing as of the
date of said agreement. Such amount was fully paid by January 31, 2003. Dr.
Rousseau's employment terminated on January 31, 2003.

Roan/Meyers Associates, L.P.

On August 13, 2002, we entered into an agreement with Roan/Meyers
Associates, L.P. (an entity controlled solely by Mr. Meyers) for financial
advisory services. Pursuant to the terms of this agreement, we paid Roan/Meyers
Associates a retainer of $50,000 and paid them $6,500 per month through July
2003. In addition, we issued them warrants to purchase 125,000 shares of our
Common Stock at a purchase price of $1.00 per share, with an expiration date of
August 13, 2007, and additional warrants to purchase 125,000 shares of our
Common Stock at a purchase price of $0.55 per share, with an expiration date of
August 13, 2007. Roan/Meyers Associates is also entitled to reimbursement for
reasonable out-of-pocket expenses.

STOCKHOLDER PROPOSALS

To be considered for inclusion in the proxy statement relating to our
Annual Meeting of Stockholders to be held in 2004, stockholder proposals must be
received not later than February 18, 2004 nor earlier than January 29, 2004.
Proposals received after February 18, 2004 will not be voted on at the 2004
Annual Meeting. If a proposal is received before that date, the proxies that
management solicits for the meeting may still exercise discretionary voting
authority on the proposal under circumstances consistent with the proxy rules of
the SEC. All stockholder proposals should be marked for the attention of
Secretary, eXegenics Inc., 2110 Research Row, Dallas, Texas 75235.

APPRAISAL RIGHTS

Stockholders of eXegenics are not entitled to appraisal rights in
connection with the Meyers Group Proposals or this Consent Revocation Statement.

SOLICITATION OF REVOCATIONS

The cost of the solicitation of revocations of consent will be borne by
eXegenics. eXegenics estimates that the total expenditures in connection with
such solicitation (including the fees and expenses of eXegenics' attorneys,
public relations advisers and solicitors, including the fees to be paid to
Georgeson, as set forth below, and advertising, printing, mailing, travel and
other costs, but excluding salaries and wages of officers and employees), will
be approximately $115,000, of which approximately $40,000 has been incurred to
date. Directors and executive officers of eXegenics may, without additional
compensation, solicit revocations by mail, in person or by telecommunication.

eXegenics has retained Georgeson, at an estimated fee of $40,000 plus
reasonable out-of-pocket expenses, to assist in the solicitation of revocations,
as well as to assist eXegenics with its communications with its stockholders
with respect to, and to provide other services to eXegenics in connection with,
eXegenics' opposition to the Meyers Group consent solicitation. Approximately 15
persons will be utilized by Georgeson in its efforts. eXegenics will reimburse
brokerage houses, banks, custodians and other nominees and fiduciaries for
out-of-pocket expenses incurred in forwarding eXegenics' consent revocation
materials to, and obtaining instructions relating to such materials from,
beneficial owners of Common Stock. eXegenics has agreed to indemnify Georgeson
against certain liabilities and expenses in connection with its engagement.

PARTICIPANTS IN THE SOLICITATION

Under applicable regulations of the Securities and Exchange Commission,
each member of the Board and each of the executive officers of eXegenics may be
deemed to be a "participant" in eXegenics' solicitation of revocations of
consent. The principal occupations and business addresses of each participant
are set forth under "Management." Information about the present ownership of
eXegenics' Common Stock by directors and executive officers is provided under
"Security Ownership of Certain Beneficial Owners and Management." Other than as
described in this document, there are no agreements or understandings between
eXegenics and any of its executive officers or directors relating to employment
with eXegenics or any future transactions.

ADDITIONAL INFORMATION

If you have any questions about the Meyers Group Proposals or this
Consent Revocation Statement, please contact our information agent:

GEORGESON SHAREHOLDER COMMUNICATIONS INC.
17 STATE STREET - 10TH FLOOR
NEW YORK, NEW YORK 10004
CALL TOLL FREE: (888) 964-0733
BANKS & BROKERS CALL: (212) 440-9800

[_____________, 2003]

IMPORTANT

1. If your shares are registered in your own name, please sign, date and mail
the enclosed WHITE Revocation of Consent Card to Georgeson in the postage-paid
envelope provided.

2. If you have previously signed and returned a blue consent card to the Meyers
Group, you have every right to change your vote. Only your latest dated card
will count. You may revoke any blue consent card already sent to the Meyers
Group by signing, dating and mailing the enclosed WHITE Revocation of Consent
Card in the postage-paid envelope provided.

3. If your shares are held in the name of a brokerage firm, bank nominee or
other institution, only it can sign a consent revocation with respect to your
shares and only after receiving your specific instructions. Accordingly, please
sign, date and mail the enclosed WHITE Revocation of Consent Card in the
postage-paid envelope provided. To ensure that your shares are voted, you should
also contact the person responsible for your account and give instructions for a
WHITE Revocation of Consent Card to be issued representing your shares.

4. After signing the enclosed WHITE Revocation of Consent Card, do not sign or
return the blue consent card. Do not even use the Meyers Group's blue consent
card to indicate your opposition to the Meyers Group Proposals.

If you have any questions about giving your revocation of consent or
require assistance, please call:

GEORGESON SHAREHOLDER COMMUNICATIONS INC.
17 STATE STREET - 10TH FLOOR
NEW YORK, NEW YORK 10004
CALL TOLL FREE: (888) 964-0733
BANKS & BROKERS CALL: (212) 440-9800

[FORM OF REVOCATION OF CONSENT CARD - WHITE]

EXEGENICS INC.

THIS REVOCATION OF CONSENT IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
EXEGENICS INC. IN OPPOSITION TO THE SOLICITATION BY BRUCE MEYERS, THE M AND B
WEISS FAMILY LIMITED PARTNERSHIP OF 1996, MELVYN I. WEISS AND MICHAEL STONE (THE
"MEYERS GROUP").

The undersigned, a holder of shares of common stock, $0.01 par value
(the "Common Stock") and/or Series A Convertible preferred stock, $0.01 par
value (the "Preferred Stock" and, together with the Common Stock, the "Shares"),
of eXegenics Inc. ("eXegenics"), acting with respect to all of the Shares held
by the undersigned, hereby revokes any and all consents that the undersigned may
have given with respect to each of the following proposals:

THE BOARD OF DIRECTORS OF EXEGENICS UNANIMOUSLY RECOMMENDS THAT YOU "REVOKE
CONSENT" ON EACH PROPOSAL SET FORTH BELOW. PLEASE SIGN, DATE AND MAIL THIS
REVOCATION OF CONSENT CARD TODAY.

1. Proposal made by the Meyers Group to remove all directors of eXegenics.

[ ] REVOKE CONSENT [ ] DO NOT REVOKE CONSENT [ ] ABSTAIN

2. Proposal made by the Meyers Group to elect the following five nominees to
fill the vacancies on eXegenics' Board of Directors which would be created
if Proposal 1 is approved: Robert A. Baron, Robert Benou, John J. Huntz,
Jr., John A. Paganelli. David Lee Spencer (collectively, the "Meyers Group
Nominees").

[ ] REVOKE CONSENT [ ] DO NOT REVOKE CONSENT [ ] ABSTAIN

INSTRUCTIONS: To revoke consent, withhold revocation of consent or abstain from
consenting to the election of the Meyers Group Nominees, check the appropriate
box. If you wish to revoke the consent to the election of certain of such
nominees, but not all of them, check the "REVOKE CONSENT" box and write the name
of each such person as to whom you do not wish to REVOKE CONSENT in the
following space:

If no direction is made with respect to one or more of the foregoing proposals,
or if you mark either the "REVOKE CONSENT" or "ABSTAIN" box with respect to one
or more of the foregoing proposals, this revocation card will revoke all
previously executed consents with respect to such proposals.

Please sign your name below exactly as it appears hereon. If shares are
held jointly, each stockholder should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by the president or other
authorized officer. If a partnership, please sign in partnership name by an
authorized person.

Dated: ___________________________, 2003

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Signature:
Title:

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Signature: (if held jointly)
Title:

PLEASE SIGN, DATE AND RETURN THIS REVOCATION OF CONSENT CARD IN THE
POSTAGE-PAID ENVELOPE PROVIDED.