Idera Pharmaceuticals, Inc. – ‘DEFR14A’ on 5/24/01

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Revised Definitive Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFR14A     Revised Notice and Proxy                              36    173K 

Document Table of Contents

DEFR14A
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DEF-14A 
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT 
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES 
EXCHANGE ACT OF 1934

FILED BY THE REGISTRANT [X]       FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]
--------------------------------------------------------------------------------

Check the appropriate box:                                                      
[ ] Preliminary Proxy Statement                                                 
[X] Definitive Proxy Statement                                                  
[ ] Definitive Additional Materials                                             
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12         
[ ] Confidential, for Use of the Commission Only (as permitted by Rule          
14a-6(e)(2))                                                                    

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

N/A 
(Name of Person(s) Filing Proxy Statement)

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):                              
[X] No fee required.                                                            
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.    

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

2) Aggregate number of securities to which transaction applies:           

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

4) Proposed maximum aggregate value of transaction:                       

5) Total fee paid:                                                        

[ ] Fee paid previously with preliminary materials.                             

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

1) Amount Previously Paid:                                                

2) Form, Schedule or Registration Statement No.:                          

3) Filing Party:                                                          

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

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HYBRIDON, INC.

NOTICE OF 2001 ANNUAL MEETING OF STOCKHOLDERS 
TO BE HELD ON JUNE 28, 2001 

The 2001 annual meeting of the stockholders (the "Annual Meeting") of 
Hybridon, Inc., a Delaware corporation (the "Company"), will be held on         
Thursday, June 28, 2001 at 10:00 A.M. at the Hyatt Hotel, 575 Memorial Drive,   
Cambridge, Massachusetts, for the purpose of considering and voting upon the    
following matters:                                                              

1.  To elect two Class III Directors to the Board of Directors for the
ensuing three years;                                          

2.  To approve certain amendments to the 1997 Stock Incentive Plan;   

    3.  To ratify the selection of Arthur Andersen LLP as independent auditors
of the Company for the year; and                              

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

The Board of Directors unanimously recommends that you vote FOR both  
nominees as directors, FOR the approval of the amendments to the 1997 Stock     
Incentive Plan and FOR the selection of Arthur Andersen LLP as independent      
public auditors of the Company for the fiscal year ending December 31, 2001.    

The Board of Directors has no knowledge of any other business to be   
transacted at the Annual Meeting.                                               

   The Board of Directors has fixed the close of business on Monday, May 21,
2001 as the record date (the "Record Date") for the determination of            
stockholders entitled to receive notice of and to vote at the Annual Meeting or 
any adjournment thereof.                                                        

    A copy of the Company's 2000 Annual Report to Stockholders, which contains
consolidated financial statements and other information of interest to          
stockholders, is being mailed with this Notice and the enclosed Proxy Statement 
on or about June 8, 2001 to all stockholders of record on the Record Date.      

                                       By order of the Board of Directors,

                                 ROBERT G. ANDERSEN, Assistant
             Secretary

Cambridge, Massachusetts                                                        
June 8, 2001                                                                    

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE PROMPTLY COMPLETE, DATE,  
SIGN AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE. NO POSTAGE NEED
BE AFFIXED IF THE PROXY IS MAILED IN THE UNITED STATES.                         

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HYBRIDON, INC.
345 VASSAR STREET 
CAMBRIDGE, MASSACHUSETTS 02139

PROXY STATEMENT 

FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 28, 2001 

     This proxy statement (the "Proxy Statement") and the enclosed form of proxy
are being furnished by the Board of Directors (the "Board of Directors" or      
"Board") of Hybridon, Inc. ("Hybridon" or the "Company"), in connection with the
Company's annual meeting of stockholders (the "Annual Meeting") to be held on   
Thursday, June 28, 2001 at 10:00 A.M. at the Hyatt Hotel, 575 Memorial Drive,   
Cambridge, Massachusetts or any adjournment or postponement thereof.            

All proxies will be voted in accordance with the instructions of the  
stockholder. If no choice is specified, the proxies will be voted in favor of   
the matters set forth in the accompanying Notice of Meeting. Any proxy may be   
revoked by a stockholder at any time before its exercise by delivery of a       
written revocation or a subsequently dated proxy to the Assistant Secretary of  
the Company or by voting in person at the Annual Meeting. Attendance at the     
Annual Meeting will not itself be deemed to revoke a proxy unless the           
stockholder gives affirmative notice at the Annual Meeting that the stockholder 
intends to revoke the proxy and vote in person.                                 

     On May 21, 2001, the record date for determination of stockholders entitled
to vote at the Annual Meeting, there were outstanding and entitled to vote an   
aggregate of 18,757,088 shares of Common Stock of the Company, $.001 par value  
per share (the "Common Stock"). Each share entitles the record holder to one    
vote on each of the matters to be voted upon at the Annual Meeting.             

    THE NOTICE OF THE ANNUAL MEETING, THIS PROXY STATEMENT, THE ENCLOSED PROXY
AND THE COMPANY'S 2000 ANNUAL REPORT TO STOCKHOLDERS ARE BEING MAILED TO        
STOCKHOLDERS ON OR ABOUT JUNE 8, 2001. THE COMPANY WILL, UPON WRITTEN REQUEST OF
ANY STOCKHOLDER, FURNISH WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2000, AS FILED WITH THE SECURITIES AND EXCHANGE 
COMMISSION, WITHOUT EXHIBITS. PLEASE ADDRESS ALL SUCH REQUESTS TO THE COMPANY,  
ATTENTION OF INVESTOR RELATIONS, 345 VASSAR STREET, CAMBRIDGE, MASSACHUSETTS    
02139. EXHIBITS WILL BE PROVIDED UPON WRITTEN REQUEST AND PAYMENT OF AN         
APPROPRIATE PROCESSING FEE.                                                     

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VOTES REQUIRED

The holders of a majority of the shares of Common Stock issued and    
outstanding and entitled to vote at the Annual Meeting shall constitute a quorum
for the transaction of business at the Annual Meeting. Shares of Common Stock   
present in person or represented by proxy (including shares which abstain or do 
not vote with respect to one or more of the matters presented for stockholder   
approval) will be counted for purposes of determining whether a quorum exists at
the Annual Meeting.                                                             

     The affirmative vote of the holders of a plurality of the votes cast by the
stockholders entitled to vote at the Annual Meeting is required for the election
of directors. The affirmative vote of the holders of a majority of the shares of
Common Stock present or represented by proxy and voting on the matter is        
required for the approval of the amendments to the Company's 1997 Stock         
Incentive Plan and for the ratification of the selection of the Company's       
independent auditors.                                                           

     Shares which abstain from voting as to a particular matter, and shares held
in "street name" by brokers or nominees who indicate on their proxies that they 
do not have discretionary authority to vote such shares as to a particular      
matter, will not be counted as votes in favor of such matter, and will also not 
be counted as votes cast or shares voting on such matter. Accordingly,          
abstentions and "broker non-votes" will have no effect on the voting on a matter
that requires the affirmative vote of a certain percentage of the votes cast or 
shares voting on a matter.                                                      

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 The following table sets forth certain information as of March 31, 2001
with respect to the beneficial ownership of shares of common stock by each      
person known to Hybridon to own beneficially more than 5% of the outstanding    
shares of common stock, assuming conversion of all convertible debt or preferred
stock and exercise of all warrants and stock options by such person and only by 
such person.                                                                    

                                                        [Enlarge/Download Table]

                                                                  AMOUNT AND NATURE     
                                                             OF BENEFICIAL OWNERSHIP(1) 
                                                             ---------------------------
                                                             NUMBER OF       PERCENT OF 
NAME AND ADDRESS OF BENEFICIAL OWNER                           SHARES           CLASS   
------------------------------------                         ----------      -----------
                                                                                        
5% STOCKHOLDERS                                                                         
Founders Financial Group, L.P. ............................. 7,580,686(2)       29.70%  
  53 Forest Avenue                                                                      
  Old Greenwich, CT 06870                                                               
Michael A. Boyd............................................. 7,580,686(3)       29.70%  
  c/o Founders Financial Group, L.P.                                                    
  53 Forest Avenue                                                                      
  Old Greenwich, CT 06870                                                               
Pecks Management Partners Ltd............................... 4,973,319(4)       21.01%  
  One Rockefeller Plaza                                                                 
  New York, New York 10020                                                              
General Motors Employees.................................... 4,637,678(5)       19.87%  
  Domestic Group Trust                                                                  
  c/o General Motors Investment Management                                              
  767 Fifth Avenue                                                                      
  New York, New York 10153                                                              
Yahia M. A. Bin Laden....................................... 3,353,977(6)       16.04%  
  2 rue Charles Bonnet                                                                  
  1206 Geneva, Switzerland                                                              
Nicris Limited.............................................. 3,340,644(7)       15.97%  
  c/o Magnin Dunand & Associates                                                        
  2 rue Charles Bonnet                                                                  
  1206 Geneva, Switzerland                                                              

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                                                        [Enlarge/Download Table]

                                                                  AMOUNT AND NATURE     
                                                             OF BENEFICIAL OWNERSHIP(1) 
                                                             ---------------------------
                                                             NUMBER OF       PERCENT OF 
NAME AND ADDRESS OF BENEFICIAL OWNER                           SHARES           CLASS   
------------------------------------                         ----------      -----------
                                                                                        
Guardian Life Insurance Company of America.................. 3,535,471(8)       15.90%  
  201 Park Avenue South, 7A                                                             
  New York, New York 10003                                                              
Delaware State Employees Retirement Fund.................... 3,058,732(9)       14.06%  
  c/o Pecks Management Partners Ltd.                                                    
  One Rockefeller Plaza                                                                 
  New York, New York 10020                                                              
Abdelah Bin Mahfouz......................................... 2,272,538(10)      11.88%  
  c/o SEDCO                                                                             
  P.O. Box 4384                                                                         
  Jeddah 21491 Saudi Arabia                                                             
Intercity Holdings Ltd...................................... 1,875,000(11)       9.83%  
  c/o Cuson Milner House                                                                
  18 Parliament Street                                                                  
  Hamilton, Bermuda                                                                     
Lincoln National Life Insurance Co. ........................ 1,871,818(12)       9.10%  
  c/o Lynch & Mayer                                                                     
  520 Madison Avenue                                                                    
  New York, New York 10022                                                              
Abdul Raof M. Abu Anza...................................... 1,582,301(13)       7.80%  
  P.O. Box 958                                                                          
  Jeddah 21421 Saudi Arabia                                                             
Darier Hentsch & Cie........................................ 1,444,288(14)       7.36%  
  4 rue de Saussure                                                                     
  1204 Geneva, Switzerland                                                              
Estate of E. Andrews Grinstead III.......................... 1,451,112(15)       7.22%  
  c/o Hybridon, Inc.                                                                    
  345 Vassar Street                                                                     
  Cambridge, MA 02139                                                                   
Oussama Salam............................................... 1,164,619(16)       5.92%  
  c/o Pillar Investment Ltd.                                                            
  28 Avenue de Messine                                                                  
  75008 Paris, France                                                                   
Declaration of Trust for the Defined Benefit Plan of ICI.... 1,146,423(17)       5.78%  
  American Holdings, Inc.                                                               
  c/o Pecks Management Partners Ltd.                                                    
  One Rockefeller Plaza                                                                 
  New York, New York 10020                                                              
Mohammed A. Bajrai.......................................... 1,029,287(18)       5.22%  
  P.O. Box 18487                                                                        
  Jeddah 21415 Saudi Arabia                                                             

---------------                                                                 
(1) The number of shares beneficially owned is determined under rules         
    promulgated by the Securities and Exchange Commission, and 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 also any shares which the individual has the right to acquire within 60
days after March 31, 2001, through the exercise of any stock option or
other right. The inclusion herein of such shares, however, does not   
    constitute an admission that the named stockholder is a direct or indirect
    beneficial owner of such shares Unless otherwise indicated, each person or
  entity named 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 or entity.               

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(2) Founders Financial Group, L.P. holdings include:                          

- 468,859 shares issuable upon exercise of Class A warrants,        

- 328,677 shares issuable upon exercise of Class B warrants,        

- 280,517 shares issuable upon the exercise of Class C warrants,    

- 25,818 shares issuable upon the exercise of Class D warrants,     

- 2,136,568 shares issuable upon exercise of other warrants,        

   - 1,250,000 shares issuable upon conversion of Founders' portion of the
$6,000,000 bank loan to Hybridon,                               

    - 1,870,965 shares issuable upon conversion of 79,516 shares of Series A
preferred stock owned by Founders and                           

      - 461,583 shares issuable upon conversion of $276,950 in convertible debt.

(3) Includes the following owned by Founders Financial Group, L.P.:           

- 757,699 shares of common stock,                                   

- 468,859 shares issuable upon exercise of Class A warrants,        

- 328,677 shares issuable upon exercise of Class B warrants,        

- 280,517 shares issuable upon the exercise of Class C warrants,    

- 25,818 shares issuable upon the exercise of Class D warrants,     

- 2,136,568 shares issuable upon exercise of other warrants,        

   - 1,250,000 shares issuable upon conversion of Founders' portion of the
$6,000,000 bank loan to Hybridon,                               

    - 1,870,965 shares issuable upon conversion of 79,516 shares of Series A
preferred stock, and                                            

      - 461,583 shares issuable upon conversion of $276,950 in convertible debt.

   Mr. Boyd is the sole director and shareholder of Michael A. Boyd, Inc.,
     which is the general partner of Founders Financial Group, L.P. Hence, Mr.
Boyd controls Founders Financial Group, L.P. and may be considered a
beneficial owner of the shares beneficially owned by such entity.   

(4) Includes 129,735 shares of Series A preferred stock owned by investment   
  advisory clients of Pecks, which clients would receive dividends and the
  proceeds from the sale of such shares. Two of these clients are Delaware
  State Employees Retirement Fund and Declaration of Trust for the Defined
Benefit Plan of ICI American Holdings, Inc. These shares of Series A  
  preferred stock are convertible into 3,052,588 shares of common stock of
     Hybridon. This amount also includes a total of 208,895 shares issuable upon
   the exercise of Class A warrants, a total of 394,348 shares issuable upon
 the exercise of Class D warrants and a total of 690,113 shares issuable
  upon the exercise of other warrants held by the foregoing entities. This
   number also includes 627,375 shares issuable upon conversion of a portion
  of the $6,000,000 bank loan to Hybridon owned by the foregoing entities.

(5) Includes 125,676 shares of Series A preferred stock which are convertible 
   into 2,957,082 shares of Hybridon common stock. This amount also includes
492,783 shares issuable upon the exercise of Class A warrants, 622,188
shares issuable upon the exercise of other warrants and 565,625 shares
     issuable upon conversion of a portion of a $6,000,000 bank loan to Hybridon
owned by this entity.                                                 

(6) Includes 9,900 shares of Series B preferred stock which are convertible   
   into 1,980,000 shares of Hybridon common stock held by Nicris Limited and
234,764 shares issuable upon the exercise of Class B warrants held by 
    Nicris Limited. Also includes 1,125,880 shares held by Nicris Limited. Mr.
Bin Laden, a controlling stockholder of Nicris, may be considered a   
beneficial owner of the shares beneficially owned by such entity.     

(7) Includes 9,900 shares of Series B preferred stock which are convertible   
   into 1,980,000 shares of Hybridon common stock. This amount also includes
234,764 shares issuable upon the exercise of Class B warrants held by 
Nicris Limited.                                                       
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(8) Includes 120,051 shares of Series A preferred stock which are convertible 
into 2,824,729 shares of common stock of Hybridon. This amount also   
    includes 353,316 shares issuable upon the exercise of Class A warrants and
    252,101 shares issuable upon the exercise of Class D warrants. This amount
  also includes the following holdings of the Guardian Pension Trust Fund:

 - 3,686 shares of Series A preferred stock which are convertible into
86,729 shares of Hybridon common stock and                      

- 18,596 shares issuable upon the exercise of Class A warrants.     

(9) Includes 80,942 shares of Series A preferred stock which are convertible  
into 1,904,518 shares of common stock of Hybridon. This amount also   
 includes 137,918 shares issuable upon the exercise of Class A warrants,
270,271 shares issuable upon the exercise of Class D warrants, 390,775
shares issuable upon the exercise of other warrants and 355,250 shares
issuable upon conversion of a portion of the $6,000,000 bank loan to  
Hybridon owned by this entity.                                        

(10) Includes 1,500,000 shares held by Intercity Holdings Ltd. and 341,666      
   shares held by HTI Investments Ltd. Also includes 375,000 shares issuable
 upon exercise of Class B warrants held by Intercity Holdings and 55,872
   shares issuable upon the exercise of warrants held by Global Investments.
     Mr. Bin Mahfouz, a controlling stockholder of the foregoing entities may be
considered a beneficial owner of the shares beneficially owned by such
entities.                                                             

(11) Includes 375,000 shares issuable upon the exercise of Class B warrants held
by Intercity Holdings Ltd.                                            

(12) Includes 47,197 shares of Series A preferred stock which are convertible   
into 1,110,518 shares of common stock of Hybridon. This amount also   
 includes 238,023 shares issuable upon the exercise of Class A warrants.
This amount also includes the following holdings of Lincoln National  
Convertible Securities Fund:                                          

  - 18,314 shares of Series A preferred stock which are convertible into
430,918 shares of Hybridon common stock and                     

- 92,359 shares issuable upon the exercise of Class A warrants.     

(13) Includes 6,128 shares of Series B preferred stock which are convertible    
   into 1,225,600 shares of Hybridon common stock. This amount also includes
 290,034 shares issuable upon the exercise of warrants and 66,667 shares
  issuable upon the conversion of $40,000 in convertible debt that Mr. Abu
Anza has the right to acquire upon the exercise of warrants.          

(14) Includes 3,966 shares of Series B preferred stock which are convertible    
 into 793,200 shares of Hybridon common stock. This amount also includes
140,636 shares issuable upon the exercise of Class B warrants held by 
Darier Hentsch.                                                       

(15) Includes 1,968 shares of Series B preferred stock which are convertible    
 into 393,600 shares of Hybridon common stock. This amount also includes
     1,010,919 shares subject to outstanding stock options which are exercisable
within the 60-day period following March 31, 2001.                    

(16) Includes 428,879 shares issuable upon the exercise of warrants and 2,046   
shares of Series B preferred stock which are convertible into 409,200 
     shares of Hybridon common stock. Also includes 148,882 shares issuable upon
    the conversion of $89,329 in convertible debt that Mr. Salam has the right
to acquire upon exercise of warrants.                                 

(17) Includes 29,223 shares of Series A preferred stock which are convertible   
    into 687,600 shares of common stock of Hybridon. This amount also includes
     42,153 shares issuable upon the exercise of Class A warrants, 74,265 shares
 issuable upon the exercise of Class D warrants, 179,355 shares issuable
upon the exercise of other warrants and 163,050 shares issuable upon  
  conversion of a portion of the $6,000,000 bank loan to Hybridon owned by
this entity.                                                          

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(18) Includes 2,479 shares of Series B preferred stock which are convertible    
     into 495,800 shares of Hybridon common stock. This amount also includes the
following holdings of Bajrai International Group Ltd:                 

 - 2,479 shares of Series B preferred stock which are convertible into
495,800 shares of Hybridon common stock and                     

- 37,687 Class B warrants.                                          

  The following table sets forth certain information as of March 31, 2001,
with respect to the beneficial ownership of shares of common stock and Series A 
and B preferred stock by each of Hybridon's directors and executive officers,   
individually, and the directors and executive officers of Hybridon as a group,  
assuming conversion of all convertible debt or preferred stock and exercise of  
all warrants and stock options by such person and only by such person.          

                                                        [Enlarge/Download Table]

                                                                       CONVERTIBLE PREFERRED STOCK           
                                                            -------------------------------------------------
                                        COMMON STOCK               SERIES A                  SERIES B        
                                  ------------------------  -----------------------   -----------------------
                                   BENEFICIAL     PERCENT    BENEFICIAL    PERCENT     BENEFICIAL    PERCENT 
NAME OF BENEFICIAL OWNER          OWNERSHIP(1)    OF CLASS  OWNERSHIP(1)   OF CLASS   OWNERSHIP(1)   OF CLASS
------------------------          ------------    --------  ------------   --------   ------------   --------
                                                                                                             
DIRECTORS AND EXECUTIVE OFFICERS                                                                             
C. Keith Hartley................   7,724,256(2)    30.10%      79,516(3)    12.97%          --           --  
Arthur W. Berry.................   5,428,919(4)    22.50%     129,735(5)    21.17%       2,203         2.90% 
Sudhir Agrawal, D. Phil.........   1,435,883(6)     7.14%          --          --           --           --  
Youssef El Zein.................   1,314,189(7)     6.60%          --          --        3,750         4.93% 
Paul C. Zamecnik, M.D...........   1,108,295(8)     5.73%          --          --        1,036         1.36% 
James B. Wyngaarden, M.D........     411,130(9)     2.15%          --          --           --           --  
Robert G. Andersen..............     341,080(10)    1.79%          --          --           --           --  
Nasser Menhall..................     225,059(11)    1.19%          --          --          159            *  
Camille A. Chebeir..............      39,000(12)       *           --          --           --           --  
All directors and executive                                                                                  
  officers as a group (9                                                                                     
  persons)......................  18,027,811       51.06%     209,251       34.14%       7,148         9.40% 

---------------                                                                 
*  Less than 1%                                                             

(1) The number of shares beneficially owned by each director and executive    
officer is determined under rules promulgated by the SEC, and the     
   information is not necessarily indicative of beneficial ownership for any
   other purpose. Under such rules, beneficial ownership includes any shares
  as to which the individual has sole or shared voting power or investment
 power and also any shares which the individual has the right to acquire
within 60 days after March 31, 2001, through the exercise of any stock
   option or other right. The inclusion herein of such shares, however, does
not constitute an admission that the named stockholder is a direct or 
    indirect beneficial owner of such shares. Unless otherwise indicated, each
  person or entity named 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 or entity.     

(2) C. Keith Hartley's holdings include the following owned by Founders       
Financial Group, L.P.:                                                

- 757,699 shares of common stock,                                     

- 468,859 shares issuable upon the exercise of Class A warrants,      

- 328,677 shares issuable upon the exercise of Class B warrants,      

- 280,517 shares issuable upon the exercise of Class C warrants,      

- 25,818 shares issuable upon the exercise of Class D warrants,       

- 2,136,568 shares issuable upon the exercise of other warrants,      

 - 1,250,000 shares issuable upon conversion of Founders' portion of the
$6,000,000 bank loan to Hybridon,                                 

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  - 1,870,965 shares issuable upon conversion of 79,516 shares of Series A
preferred stock and                                               

    - 461,583 shares issuable upon conversion of $276,950 in convertible debt.

     Mr. Hartley, an affiliate of Founders, may be considered a beneficial owner
    of the shares beneficially owned by such entity. This amount also includes
138,570 shares issuable upon the exercise of warrants and 5,000 shares
subject to outstanding stock options owned by Mr. Hartley.            

(3) Consists of 79,516 shares of Series A preferred stock owned by Founders.  
     Mr. Hartley, an affiliate of Founders, may be considered a beneficial owner
of the shares beneficially owned by Founders.                         

(4) Includes 129,735 shares of Series A preferred stock owned by investment   
  advisory clients of Pecks, which clients would receive dividends and the
  proceeds from the sale of such shares. Two of these clients are Delaware
  State Employees Retirement Fund and Declaration of Trust for the Defined
Benefit Plan of ICI American Holdings, Inc. These shares of Series A  
  preferred stock are convertible into 3,052,588 shares of common stock of
     Hybridon. This amount also includes a total of 208,895 shares issuable upon
   the exercise of Class A warrants, a total of 394,348 shares issuable upon
 the exercise of Class D warrants and a total of 690,113 shares issuable
  upon the exercise of other warrants held by the foregoing entities. This
   number also includes 627,375 shares issuable upon conversion of a portion
  of the $6,000,000 bank loan to Hybridon owned by the foregoing entities.
     Mr. Berry is an investment advisor to these companies and may be considered
a beneficial owner of the shares owned by such entities. Mr. Berry    
   disclaims beneficial ownership of these shares. This number also includes
     15,000 shares issuable upon the exercise of stock options held by Mr. Berry
 and 2,203 shares of Series B preferred stock which are convertible into
440,600 shares of Hybridon common stock owned by Mr. Berry.           

(5) Includes 129,735 shares of Series A preferred stock owned by investment   
 advisory clients of Pecks which clients would receive dividends and the
   proceeds from the sale of such shares. Mr. Berry is an investment advisor
   to these companies and may be considered a beneficial owner of the shares
   owned by such entities. Mr. Berry disclaims beneficial ownership of these
shares.                                                               

(6) Includes 1,418,123 shares subject to outstanding stock options which are  
exercisable within the 60-day period following March 31, 2001.        

(7) Youssef El Zein's holdings include:                                       

- 288,927 shares issuable upon the exercise of warrants,              

- 23,000 shares issuable upon the exercise of stock options,          

- 3,750 shares of Series B preferred stock which are convertible into 
750,000 shares of Hybridon common stock, and                      

 - 149,572 shares issuable upon the conversion of $89,743 in convertible
       debt that Mr. El Zein has the right to acquire upon exercise of warrants.

(8) Dr. Paul C. Zamecnik's holdings include the following:                    

     - 221,000 shares subject to outstanding stock options which are exercisable
within the 60-day period following March 31, 2001,                

- 230,793 shares issuable upon the exercise of warrants and           

- 1,036 shares of Series B preferred stock which are convertible into 
207,200 shares of Hybridon common stock.                          

(9) Includes 353,272 shares subject to outstanding stock options which are    
exercisable within the 60-day period following March 31, 2001, 27,737 
  shares issuable upon the exercise of warrants and 700 shares held by Dr.
Wyngaarden's children.                                                

(10) Includes 341,080 shares subject to outstanding stock options which are     
exercisable within the 60-day period following March 31, 2001.        

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(11) Nasser Menhall's holdings include the following:                           

- 23,000 shares issuable upon the exercise of stock options,          

- 114,662 shares issuable upon the exercise of warrants,              

    - 159 shares of Series B preferred stock which are convertible into 31,800
shares of Hybridon common stock and                               

     - 21,367 shares issuable upon the conversion of $12,820 in convertible debt
  that Mr. Menhall has the right to acquire upon exercise of warrants.

(12) Includes 14,000 shares subject to outstanding stock options, which are     
exercisable within the 60-day period following March 31, 2001.        

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PROPOSAL 1 -- ELECTION OF DIRECTORS 

The Board of Directors, consisting of eight directors, is divided into
three classes. Each class of directors is elected for a staggered three-year    
term.                                                                           

At the Annual Meeting, two directors will be elected as Class III     
directors, each of whose term will expire at the 2004 Annual Meeting of         
Stockholders and until his successor is elected and qualified. Both of the      
Company's existing Class III directors, Dr. Sudhir Agrawal and Youssef El Zein, 
have been nominated for re-election at the Annual Meeting. Each nominee has     
indicated his willingness to serve, if elected; however, if any nominee should  
be unable to serve, the person acting under the proxy may vote the proxy for a  
substitute nominee. The Board of Directors has no reason to believe that either 
of the nominees will be unable to serve if elected.                             

   The shares in the enclosed proxy will be voted FOR the persons nominated,
unless a vote is withheld for any or all of the individual nominees. Each member
of the Board of Directors, including those who are nominees for election as     
Class III Directors, has provided the following information concerning his      
respective name, age (as of March 31, 2001), length of service as a director of 
the Company, principal occupation and business experience for at least the past 
five years and the names of other publicly held companies of which he serves as 
a director.                                                                     

                                                        [Enlarge/Download Table]

NAME                                     AGE  SINCE                  POSITION               
----                                     ---  -----                  --------               
                                                                                            
DIRECTORS WHOSE TERMS EXPIRE IN 2002                                                        
(CLASS I DIRECTORS)                                                                         
Arthur W. Berry......................... 59   1998   Director                               
C. Keith Hartley........................ 58   2000   Director                               
Nasser Menhall.......................... 45   1992   Director                               

DIRECTORS WHOSE TERMS EXPIRE IN 2003                                                        
(CLASS II DIRECTORS)                                                                        
Camille A. Chebeir...................... 62   1999   Director                               
James B. Wyngaarden, M.D................ 76   1990   Chairman of the Board of Directors     
Paul C. Zamecnik, M.D................... 88   1990   Director                               

NOMINEES FOR TERMS EXPIRING IN 2004                                                         
(CLASS III DIRECTORS)                                                                       
Sudhir Agrawal, D. Phil................. 47   1993   President and Acting Chief Executive   
                                                     Officer, Chief Scientific Officer and  
                                                     Director                               
Youssef El Zein......................... 52   1992   Vice Chairman of the Board of Directors

  Dr. Sudhir Agrawal joined Hybridon in January 1992 as Principal Research
Scientist and served in various scientific positions, including Vice President  
of Discovery, Chief Scientific Officer, Senior Vice President of Discovery, and 
President and Acting Chief Executive Officer in February 2000. He has served on 
the Board of Directors since March 1993. Prior to joining Hybridon, Dr. Agrawal 
served as a Foundation Scholar at the Worcester Foundation from 1987 through    
1991. Dr. Agrawal served as a Research Associate at Research Council Laboratory 
of Molecular Biology in Cambridge, England from 1985 to 1986, studying synthetic
oligonucleotides. Dr. Agrawal received a B.Sc. in chemistry, botany and zoology 
in 1973, an M.Sc. in organic chemistry in 1975 and a D. Phil. in chemistry in   
1980 from Allahabad University in India.                                        

    Arthur W. Berry was appointed member of the Board of Directors of Hybridon
in 1998. He has been Chairman and Managing Partner of Pecks Management Partners,
from 1990 to 2000, and was Vice President and Co-Manager of the Alliance        
Convertible Securities Group and President of the Alliance Convertible Fund from
1985 to 1990. Prior to joining Alliance, he was Vice President and Head of      
Special Funds Section and Manager of the Harris Convertible Fund at Harris Bank 
and Senior Portfolio Manager in the bank's Individual Investment Management     
Group. He is also a member of the board of directors of Intellicorp, Inc.       

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Camille A. Chebeir was appointed member of the Board of Directors of  
Hybridon in 1999. Since 1995, he has been President of Sedco Services, Inc., a  
company which manages investments of the Bin Mafouz Saudi Arabian family. In    
that capacity, he serves on the boards of various entities in which Sedco       
Services, Inc. invests. Mr. Chebeir was previously the Executive Vice           
President/General Manager of National Commercial Bank, New York branch. Mr.     
Chebeir is a former President of the Arab Bankers Association of North America. 

    Youssef El Zein was appointed member of the Board of Directors of Hybridon
in 1992, and has been Vice Chairman of the Board of Directors of Hybridon since 
February 1997. He has been Chairman and Chief Executive Officer of Pillar S.A., 
a private investment and management consulting firm, since 1991; and member of  
the board of directors of Pillar Investment Limited ("Pillar Investment"), a    
private investment and management consulting firm, since 1991.                  

     C. Keith Hartley was appointed member of the Board of Directors of Hybridon
in 2000. Mr. Hartley is Managing Partner of Hartley Capital Advisors, Merchant  
Bankers and an affiliate of Founders Financial Group, L.P. He was Managing      
Partner of Forum Capital Markets LLC from August, 1995 to May 2000. Prior to    
that, Mr. Hartley was an independent financial consultant from May, 1991 to     
August, 1995. Mr. Hartley also serves as a Director of Comdisco, Inc., Swisher  
International Group, Inc. and Universal Display Corporation.                    

   Nasser Menhall was appointed member of the Board of Directors of Hybridon
in 1992. He has been a member of the board of directors and Chief Executive     
Officer of the WorldCare Ltd., a teleradiology company, since 1993; President of
Pillar Investment Limited, a private investment and management consulting firm, 
since 1990; and President of Biomedical Associates, a private investment firm,  
since 1990.                                                                     

   Dr. James B. Wyngaarden was appointed member of the Board of Directors of
Hybridon in 1990, was Vice Chairman of the Board of Directors from February 1997
to February 2000 at which time he was appointed Chairman of the Board of        
Directors. He is a principal in the Washington Advisory Group LLC which he      
founded in 1996. From 1995 to 1997 he was Senior Associate Dean, International  
Affairs, University of Pennsylvania Medical School. He was Foreign Secretary of 
the National Academy of Sciences and the Institute of Medicine from 1990 to     
1994; council member of the Human Genome Organization from 1990 to 1993 and     
Director from 1990 to 1991; and Director of the National Institutes of Health   
from 1982 to 1989. He is also a member of the board of directors of Human Genome
Sciences, Inc. and Genaera Corporation and the author of approximately 250      
scientific publications.                                                        

Dr. Paul C. Zamecnik was appointed member of the Board of Directors of
Hybridon in 1990. He was Principal Scientist at the Worcester Foundation for    
Biomedical Research, Inc. from 1979 to 1996, and has been Collis P. Huntington  
Professor of Oncologic Medicine Emeritus at the Harvard Medical School since    
1979. He is also currently Senior Scientist at Massachusetts General Hospital in
Boston.                                                                         

   Hybridon's restated certificate of incorporation provides for a staggered
Board of Directors consisting of three classes, with each class having          
approximately the same number of members. At each annual meeting of Hybridon's  
stockholders, the term of one class ends and the successors of the directors in 
that class are elected for a term of three years. Hybridon has currently        
designated three directors in each class, except for Class III which has two, as
indicated in the above table. They are to serve until the annual meeting of     
stockholders to be held in 2002, 2003 and 2004, respectively, and until their   
respective successors are elected and qualified, or until their earlier         
resignation or removal. The restated certificate of incorporation provides that 
directors may be removed only for cause by a majority of stockholders.          

 For information relating to shares of Common Stock owned by each of the
directors, see "Security Ownership of Certain Beneficial Owners and Management."

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EXECUTIVE OFFICERS

    The following table sets forth certain information regarding the executive
officers of Hybridon as of March 31, 2001.                                      

                                                        [Enlarge/Download Table]

NAME                                       AGE  POSITION                                  
----                                       ---  --------                                  
                                                                                          
Sudhir Agrawal, D. Phil................... 47   President and Acting Chief Executive      
                                                Officer, Chief Scientific Officer, and    
                                                Director                                  
Robert G. Andersen........................ 50   Chief Financial Officer, Vice President of
                                                Operations and Planning, Treasurer and    
                                                Assistant Secretary                       
R. Russell Martin, M.D.................... 64   Senior Vice President of Drug Development 
Jin-yan Tang, Ph.D........................ 56   Vice President of Chemistry               

Robert G. Andersen joined Hybridon in November 1996 and served as Vice
President of Systems Engineering and Management Information Systems prior to    
being appointed Vice President of Operations and Planning in 1997. Treasurer in 
March 1998, and Chief Financial Officer of Hybridon in February 2000. Mr.       
Andersen also serves as a director of Origenix Technologies, Inc., a Hybridon   
spin-off company based in Montreal, Canada. Prior to joining Hybridon, Mr.      
Andersen served in a variety of positions at Digital Equipment Corporation, a   
computer company, from 1986 to 1996, most recently as Group Manager of the      
Applied Objects Business Unit.                                                  

   Dr. R. Russell Martin joined Hybridon and was appointed Vice President of
Clinical Research in 1994. He became Vice President of Drug Development during  
1996 and Senior Vice President of Drug Development in 1998. Dr. Martin is also a
member of the Board of Directors of MethylGene, Inc., one of Hybridon's         
spin-offs.                                                                      

Dr. Jin-yan Tang has worked at Hybridon since 1991. Dr. Tang was Vice 
President of Process Research and Development from 1995 to 1997, followed by    
Vice President of Production from 1997 to 2000 and Vice President of Chemistry  
starting in 2000.                                                               

CERTAIN TRANSACTIONS

     Since January 1, 2000, Hybridon has entered into or has been engaged in the
following transactions with the following Hybridon directors, officers,         
stockholders who beneficially own more than 5% of the outstanding common stock  
of Hybridon and affiliates or immediate family members of those directors,      
officers and 5% Stockholders. Hybridon believes that the terms of the           
transactions described below were no less favorable than Hybridon could have    
obtained from unaffiliated third parties.                                       

TRANSACTIONS WITH PILLAR INVESTMENT LTD. AND CERTAIN OF ITS AFFILIATES          

    Hybridon and Pillar Investment Ltd. had entered into an advisory agreement
dated May 5, 1998, under which Pillar Investment acted as Hybridon's            
non-exclusive financial advisor. Under this agreement, Hybridon has paid Pillar 
Investment a variety of fees for services including a monthly retainer of       
$5,000. This advisory agreement expired on May 5, 2000, was not renewed and in  
that year Hybridon paid Pillar Investment the sum of $25,000.                   

Pursuant to a late 1999 private placement offering, completed in early
2000, Hybridon sold 8% notes to certain investors, including some investors that
Pillar Investment introduced to Hybridon. In connection with this offering, and 
in lieu of any compensation due under the financial advisory agreement between  
Hybridon and Pillar Investment, Hybridon agreed to pay Pillar Investment's      
reasonable expenses and to issue to Pillar Investment and its designees         
additional 8% notes in an aggregate principal amount equal to 9% of the         
aggregate principal amount of 8% notes purchased by those Pillar-introduced     
investors. Hybridon also agreed to issue to Pillar Investment and its designees 
warrants to purchase additional 8% notes in an aggregate principal amount equal 
to 10% of the aggregate principal amount of 8% notes purchased by those Pillar- 
introduced investors. These warrants have a strike price equal to 110% of the   
principal amount of the 8% notes                                                

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purchasable thereunder. Upon completion of the offering, Pillar Investment had  
earned $366,685 in 8% notes and warrants to purchase an additional $407,428 in  
8% notes. Mr. El Zein is a member of the Board of Directors of Pillar           
Investment.                                                                     

    In addition, in connection with the financing conducted in late 1999/early
2000, other Hybridon directors and certain affiliates of Hybridon directors     
purchased Hybridon 8% notes in the amounts set forth below:                     

                                                                [Download Table]
                                                                      
Nicris Limited is a 5% stockholder and affiliate of Mr. Bin           
  Ladin.....................................................  $600,000
Darier Hentsch & Cie is a 5% stockholder....................  $400,000
Founders Financial Group, L.P. is a 5% stockholder and                
  affiliate of Messrs. Hartley and Purkey...................  $250,000
Harold L. Purkey is a former Director.......................  $100,000
Arthur W. Berry is a Director...............................  $200,000
H.F. Powell is a former Director............................  $100,000
Paul C. Zamecnik, M.D. is a Director........................  $ 26,000

   Two other principals of Founders each purchased $100,000 of the 8% notes.

FINANCING AND CONSULTING TRANSACTIONS                                           

   In March 1999, Hybridon entered into consulting arrangements with each of
Mr. Powell, Dr. Zamecnik and Dr. Wyngaarden providing that each of them will act
as a consultant to Hybridon for a two-year period and will receive a consulting 
fee of $20,000 per year for general consulting services. In addition, each      
agreement provides that each will receive a consulting fee of $1,500 per day of 
on-site consulting services provided at Hybridon's corporate offices, or at an  
alternative site agreed upon by the parties, and at Hybridon's prior request.   
Additional fees for special projects will be negotiated separately between the  
parties. Dr. Zamecnik has received $26,000 in convertible notes for his 1999    
consulting services and board fees, which he exchanged for 286 shares of Series 
B preferred stock in March 2001. Mr. Powell's consulting agreement terminated   
when Mr. Powell resigned from the Board of Directors of Hybridon in February    
2000. Dr. Wyngaarden's Consulting Agreement was replaced with a quarterly       
stipend of $15,000 upon Dr. Wyngaarden's appointment to Chairman of the Board of
Directors in February 2000. Dr. Zamecnik and the company are presently          
discussing how much cash or, at his option, shares of common stock he will      
receive for his services in 2000.                                               

   Certain persons and entities, including Dr. Zamecnik, Pillar S.A., Pillar
Investment Limited, Founders, the entities advised by Pecks, Intercity Holdings,
Mr. Bin Laden and Nicris Limited, are entitled to certain rights with respect to
the registration under the Securities Act of 1933, as amended, of certain shares
of Hybridon's common stock, including shares of common stock that may be        
acquired pursuant to the exercise of options or warrants, under the terms of    
agreements among Hybridon and the stockholders. The registration rights         
agreements were entered into in connection with certain equity investments and  
generally provide that in the event Hybridon proposes to register any of its    
securities under the Securities Act at any time, with certain exceptions, the   
stockholders, including Pillar S.A., Pillar Investment Limited, Intercity       
Holdings, Mr. Bin Ladin and Nicris Limited, but excluding, among others, Dr.    
Zamecnik, have the additional right under certain registration agreements to    
require Hybridon to prepare and file registration statements under the          
Securities Act, if stockholders holding specified percentages of the registrable
shares so request. Hybridon is required to use its best efforts to effect that  
registration, subject to certain conditions and limitations.                    

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YEAR 2000 CREDIT FACILITY                                                       

    On May 30, 2000 Hybridon entered into a Line of Credit Agreement to obtain
a $2,000,000 credit facility. The lenders included directors and major          
stockholders of Hybridon set forth below:                                       

                                                                [Download Table]

                                                             AMOUNT OF  NUMBER OF
NAME OF LENDER                                                 LOAN     WARRANTS 
--------------                                               ---------  ---------
                                                                                 
Oussama Salam individually.................................. $111,000    185,746 
Paul C. Zamecnik, M.D. ..................................... $200,000    199,543 
Global Investments Enterprises, Ltd. ....................... $ 56,000     55,872 
James Wyngaarden, M.D. ..................................... $ 27,800     27,737 
Keith Hartley............................................... $138,888    138,570 
Abdul Raof M. Abu Anza...................................... $110,500    110,249 

The $2.0 million credit facility was intended to provide Hybridon with
working capital pending the closing of the sale of Hybridon Specialty Products  
business, which manufactured and sold synthetic DNA. Hybridon was permitted to  
draw upon the facility at any time prior to the earlier of September 30, 2000,  
and the date the Hybridon Specialty Products sale was consummated. On July 10,  
2000, Hybridon drew down approximately $500,000 under the $2.0 million credit   
facility and on August 10, 2000 another $500,000 was drawn down.                

     Loans made under the $2.0 million credit facility matured and became due on
the earlier of September 30, 2000 or the date the Hybridon Specialty Products   
sale was consummated. At the maturity date, each lender could elect either (a)  
conversion of its portion of the loan into shares of Hybridon's common stock at 
the rate of one share for each $1.08 of principal and interest then accrued, the
$1.08 conversion price being equal to the closing price of the Hybridon common  
stock at the time the lenders expressed their willingness to extend the $2.0    
million credit facility, or (b) repayment of its portion of the $2.0 million    
credit facility. The outstanding balance of this credit facility has been repaid
from the proceeds of the Hybridon Specialty Products sale. The lenders also     
received warrants to purchase shares of the Company common stock at $1.08 per   
share.                                                                          

AGREEMENT WITH $6.0 MILLION NOTE HOLDERS                                        

   On March 28, 2001, Hybridon entered into an agreement with the holders of
its $6.0 million notes whereby it would pay, out of the proceeds of the sale of 
its MethylGene shares, $3.0 million to the holders in partial satisfaction of   
the notes. On April 27, 2001, $1.8 million of the $3.0 million was paid upon    
receipt of the proceeds from the sale of 60% of the Company's holdings in       
MethylGene. The remaining $1.2 million was paid upon the sale of the 40% balance
of the Company's holdings in MethylGene on May 14, 2001. In addition, it agreed 
that it would deposit the sum of $821,250 in a money market fund for the purpose
of securing payment of the balance remaining on notes held by a particular      
lender group upon closing of the MethylGene transactions. This arrangement was  
made to encourage the holders of these notes to release their security interest 
in the shares of MethylGene, Inc. Lenders holding the $6,000,000 loan include   
companies which are holders of 5% or more of Hybridon's common stock. The loans 
held by these entities were paid down by $3.0 million, which was distributed    
proportionately. The sum of $821,250 will be deposited to secure the loans held 
by clients of Pecks Management Partners.                                        

OTHER TRANSACTION                                                               

  On November 20, 2000, Hybridon entered into a severance arrangement with
Mr. Grinstead, whose employment with Hybridon terminated effective as of April  
30, 2000. See "Compensation of Executive Officers and Directors -- Employment   
Agreements, Termination of Employment and Change in Control Arrangements."      

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE                         

Section 16(a) of the Securities Exchange Act of 1934, as amended (the 
"Exchange Act"), requires each director and each executive officer of the       
Company and each holder of more than 10% of the outstanding                     

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shares of the Company's Common Stock to file with the Commission an initial     
statement of ownership and, as required, a statement of changes in ownership of 
equity securities of the Company. Each such person is required by Commission    
regulations to furnish the Company with a copy of each Section 16(a) statement  
it files with respect to the Company.                                           

     Based solely on its review of copies of filed Section 16(a) statements, the
Company believes that during 2000 all directors and executive officers of the   
Company and all holders of more than 10% of the outstanding shares of Common    
Stock complied with the requirements of Section 16(a) of the Exchange Act,      
except that each of the following persons failed to timely file (quantity)      
Statements of Changes of Beneficial Ownership of Securities on Form 4 in        
connection with transactions effected during 2000: Arthur W. Berry (5), Harold  
L. Purkey (2), Youssef El Zein (9), Nasser Menhall (10), E. Andrews Grinstead,  
III (2), Dr. Sudhir Agrawal (1), Dr. Paul C. Zamecnik (7), Dr. James B.         
Wyngaarden (5), Camille A. Chebeir (1), C. Keith Hartley (6), Robert G. Andersen
(1), Founders Financial Group, L.P. (3), Pecks Management Partners Ltd. (1),    
General Motors Employees Domestic Group Trust (1), Delaware State Employees     
Retirement Fund (1), Yahia M.A. Bin Laden (5), Nicris Ltd. (5), Abdelah Bin     
Mahfouz (3), Michael A. Boyd (3), and Pillar Investment Limited (6).            

BOARD OF DIRECTORS AND COMMITTEE MEETINGS                                       

    The Board of Directors held 15 meetings (including by telephone conference
and by written consent) in 2000. The directors attended an average of 90% of the
Board meetings and 100% of their committee meetings. Nasser Menhall attended    
less than 75% of the total of the Board meetings and meetings of the committees 
upon which he served.                                                           

  The Board of Directors has an Audit Committee, which reviews the results
and scope of the audit and other services provided by the Company's independent 
public accountants. The Audit Committee held one meeting during 2000. The       
members of the Audit Committee are Messrs. Chebeir, Menhall and Dr. Wyngaarden. 

The Board of Directors has a Compensation Committee, which reviews the
salaries, benefits and any other compensation of the Company's senior executive 
officers, to make recommendations to the Board of Directors with respect to     
these matters and to administer the Company's stock option plans. In 2000, the  
Compensation Committee held one meeting. The members of the Compensation        
Committee are Messrs. Berry, El Zein and Dr. Wyngaarden.                        

   The Board of Directors does not have a standing nominating committee. The
function customarily performed by a nominating committee is undertaken by the   
Board of Directors, as a whole, which entertains nominations made by any Board  
member. In the past, the Board of Directors has established special nominating  
committees to identify and propose potential new Board members, and the Board   
may do so again in the future.                                                  

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COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

COMPENSATION OF EXECUTIVE OFFICERS                                              

    The following table sets forth the compensation for the fiscal years ended
December 31, 2000, 1999 and 1998 for Hybridon's former Chief Executive Officer, 
President and Chief Scientific Officer and Chief Financial Officer, who were    
serving as Executive Officers at December 31, 2000 as well as the Company's     
Senior Vice President, Drug Development and Vice President, Chemistry whose     
total annual salary and bonus exceeded $100,000 in fiscal 2000:                 

SUMMARY COMPENSATION TABLE

                                                        [Enlarge/Download Table]

                                                                                         LONG-TERM   
                                                                                        COMPENSATION 
                                                   ANNUAL COMPENSATION                     AWARDS    
                                     -----------------------------------------------    ------------ 
                                                             OTHER        SECURITIES        ALL      
                                                             ANNUAL       UNDERLYING       OTHER     
NAME AND PRINCIPAL POSITION           SALARY     BONUS    COMPENSATION     OPTIONS      COMPENSATION 
---------------------------          --------   -------   ------------    ----------    ------------ 
                                                                                                     
E. Andrews Grinstead, III..... 2000  $125,000         0     $31,250(1)            0       $333,317(2)
  Former Chief Executive                                                                             
     Officer                   1999  $375,000         0     $93,750(1)    1,763,319(3)    $ 42,548(2)
  and former Director          1998  $375,000         0     $93,750(1)      500,000       $ 44,832(2)
Sudhir Agrawal, D. Phil....... 2000  $293,750         0     $58,750(1)      500,000       $ 28,846(5)
  President and Acting Chief   1999  $250,000         0     $50,000(1)    1,618,263(3)    $ 25,962(5)
  Executive Officer, Chief     1998  $250,000         0     $50,000(1)      500,000       $ 22,115(5)
  Scientific Officer and                                                                             
  Director                                                                                           
Robert G. Andersen............ 2000  $225,625         0     $10,640(4)      450,000       $  8,846(5)
  Chief Financial Officer,                                                                           
     Vice                      1999  $187,500         0     $ 8,633(4)      288,350(3)           0   
  President of Operations and  1998  $170,000   $20,000     $ 7,891(4)      175,000              0   
  Planning, Treasurer and                                                                            
  Assistant Secretary                                                                                
R. Russell Martin, M.D........ 2000  $230,876         0     $12,808(4)            0       $  7,328(5)
  Senior Vice President of     1999  $227,500         0     $11,632(4)      388,540(3)           0   
  Drug Development             1998  $227,500         0     $12,112(4)      250,000              0   
Jin-yan Tang, Ph.D............ 2000  $195,192         0     $ 8,963(4)            0       $  6,482(5)
  Vice President of Chemistry  1999  $175,000         0     $ 7,695(4)      193,872(3)           0   
                               1998  $175,000         0     $ 7,627(4)      100,000              0   

---------------                                                                 
(1) Other annual compensation paid, or to be paid, by Hybridon to, or for the   
benefit of, the named executive officers is as follows:                 

                                                                [Download Table]

                                                         2000     1999     1998  
                                                        -------  -------  -------
                                                                                 
E. Andrews Grinstead, III                                                        
Paid in lieu of employee benefits.....................  $22,285  $79,288  $79,903
Purchase of life insurance and other payments to third                           
  parties.............................................    8,965   14,462   13,487
                                                        -------  -------  -------
     Total............................................  $31,250  $93,750  $93,750
                                                        =======  =======  =======

                                                                [Download Table]

                                                         2000     1999     1998  
                                                        -------  -------  -------
                                                                                 
Sudhir Agrawal, D. Phil                                                          
Paid in lieu of employee benefits.....................  $44,475  $36,789  $37,462
Purchase of life insurance and other payments to third                           
  parties.............................................   14,275   13,211   12,538
                                                        -------  -------  -------
     Total............................................  $58,750  $50,000  $50,000
                                                        =======  =======  =======

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(2) All other compensation paid, or to be paid, by Hybridon to, or for the      
benefit of, the named executive officer is as follows:                  

                                                                [Download Table]

                                                        2000     1999     1998  
                                                      --------  -------  -------
                                                                                
E. Andrews Grinstead, III                                                       
Loan forgiven per termination contract............... $273,850                  
Other termination benefits...........................   45,044                  
Surrender of unused vacation days....................   14,423  $42,548  $28,832
Additional payments..................................       --       --   16,000
                                                      --------  -------  -------
     Total........................................... $333,317  $42,548  $44,832
                                                      ========  =======  =======

(3) During 1999 Hybridon reduced the exercise price of all employee stock       
  options to $.50 per share. The number of repriced stock options amounts to
1,263,319 for Mr. Grinstead, 1,118,263 for Dr. Agrawal, 225,455 for Mr. 
 Andersen, 319,330 for Dr. Martin and 150,451 for Dr. Tang. These repriced
stock options are included in the "Summary Compensation Table."         

(4) Purchase of life, disability and health insurance.                          

(5) Compensation paid, or to be paid, to the named officer in exchange for the  
surrender of unused vacation days.                                      

OPTION GRANTS TABLE                                                             

 The following table sets forth certain information concerning grants of
stock options made during fiscal 2000 to each of the named executive officers:  

OPTION GRANTS IN LAST FISCAL YEAR 

                                                        [Enlarge/Download Table]

                                        INDIVIDUAL GRANTS                                                     
                              --------------------------------------                                          
                                NUMBER     PERCENTAGE OF                           POTENTIAL REALIZABLE VALUE 
                                  OF           TOTAL                                AT ASSUMED ANNUAL RATES   
                              SECURITIES      OPTIONS                             OF STOCK PRICE APPRECIATION 
                              UNDERLYING    GRANTED TO     EXERCISE                   FOR OPTIONS TERM(2)     
                                OPTION     EMPLOYEES IN    PRICE PER  EXPIRATION  ----------------------------
NAME                            GRANTS      FISCAL YEAR      SHARE     DATE(1)        5%               10%    
----                          ----------   -------------   ---------  ----------  -----------      -----------
                                                                                                              
Sudhir Agrawal, D. Phil                                                                                       
  01/01/00 grant.............  500,000         49.4%        $1.063     01/01/10    $295,653         $785,602  
Robert G. Andersen                                                                                            
  06/13/00 grant.............  450,000         44.4%        $ 1.25     06/13/10    $353,753         $896,480  

---------------                                                                 
(1) The expiration date of each option is the tenth anniversary of the date on  
which the option was originally granted.                                

(2) The amounts shown on this table represent hypothetical gains that could be  
 achieved for the respective options if exercised at the end of the option
term. These gains are based on assumed rates of stock increase of 5% and
  10%, compounded annually from the date the respective options were granted
to their expiration date. The gains shown are net of the option exercise
   price, but do not include deductions for taxes or other expenses associated
with the exercise. Actual gains, if any, on stock option exercises will 
depend on future performance of the common stock, the optionholder's    
 continued employment through the option period, and the date on which the
options are exercised. As of May 22, 2001, the last sale price of common
stock of Hybridon was $1.21.                                            

(3) Dr. Agrawal and Mr. Andersen had 1,196,524 and 281,816 exercisable options, 
    respectively, at December 31, 2000. The remaining options become exercisable
over various periods through March 13, 2003.                            

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AGGREGATED OPTION EXERCISES AND YEAR-END OPTION TABLE 

  The following table sets forth certain information concerning the number
and value of unexercised options held by each of the named executive officers on
December 31, 2000:                                                              

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

                                                        [Enlarge/Download Table]

                                                      NUMBER OF SHARES        VALUE OF UNEXERCISED IN 
                                                    UNDERLYING OPTIONS AT      THE MONEY OPTIONS AT   
                                                       FISCAL YEAR-END          FISCAL YEAR-END(1)    
                                                  -------------------------  -------------------------
                                                  EXERCISABLE/UNEXERCISABLE  EXERCISABLE/UNEXERCISABLE
                                                  -------------------------  -------------------------
                                                                                                      
E. Andrews Grinstead, III........................     1,010,919/0                      $0/$0          
Sudhir Agrawal, D. Phil..........................     1,196,524/421,739                $0/$0          
Robert G. Andersen...............................       281,816/418,639                $0/$0          
R. Russell Martin, M.D...........................       235,799/108,531                $0/$0          
Jin-yan Tang, Ph.D...............................       120,193/55,258                 $0/$0          

---------------                                                                 
(1) The closing price for the common stock as reported by The NASDAQ OTC        
 Bulletin Board on December 29, 2000 was $0.42. Value is calculated on the
basis of the difference between the option exercise price and $0.42,    
 multiplied by the number of shares of common stock underlying the option.

DIRECTOR COMPENSATION                                                           

  Hybridon directors who are not full-time employees of the Company, i.e.,
outside directors, may be paid up to $1,500 for personal or telephonic          
attendance at Board of Directors and committee meetings. Directors who are      
full-time employees are not entitled to compensation in their capacities as     
directors. All of the directors are reimbursed for their expenses incurred in   
connection with their attendance at Board of Directors and committee meetings.  

     In October 1995, Hybridon adopted the 1995 Director Stock Option Plan which
provides for the issuance of up to 400,000 shares of common stock after giving  
effect to a 350,000 share increase approved by stockholders at the Annual       
Meeting held on June 8, 1999. Only outside directors are eligible to receive    
options under the Director Plan. Accordingly, Mr. Grinstead and Dr. Agrawal have
not been granted stock options under this plan.                                 

  The 1995 Director Stock Option Plan originally provided for the grant of
options to purchase 5,000 shares of common stock to each outside director upon  
his or her election to the Board of Directors and for automatic annual grants of
options to purchase an additional 5,000 such shares, in each case at the market 
value of the stock at the time of grant. Upon the Company's one-for-five reverse
stock split in 1997, the number of shares represented by each of these director 
options was retroactively adjusted downwards to 1,000.                          

   At the 1999 Annual Meeting, the stockholders approved an amendment to the
1995 Director Stock Option Plan effective prospectively which increased to 5,000
the number of shares which a director could purchase pursuant to options granted
at the time of election and for each successive year of service. At the same    
time, the stockholders approved a one-time grant of an option for 8,000 shares  
to extend the benefit of the 1995 Director Stock Option Plan amendment          
retroactively to directors holding options granted during 1998 and 1999.        

   Annual options to directors under the 1995 Director Stock Option Plan are
granted on May 1 of each year. All options vest on the first anniversary of the 
date of grant or, in the case of options granted automatically each year, on    
April 30 of the year following the date of the grant; provided, that the        
exercisability of these options will be accelerated upon the occurrence of a    
change in control, as defined in the 1995 Director Stock Option Plan.           

     As of December 31, 2000, options to purchase an aggregate of 120,000 shares
of common stock were outstanding under the 1995 Director Stock Option Plan.     

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    Non-employee directors also have received options to purchase common stock
of Hybridon under Hybridon's 1997 Stock Incentive Plan and Hybridon's 1995 Stock
Option Plan. In particular, in 1998, the Board of Directors voted to grant an   
option to purchase 50,000 shares of common stock at $2.00 per share to Dr.      
Wyngaarden and Mr. El Zein, in recognition of their services as Vice Chairmen of
the Board of Directors during the previous twelve months. Mr. El Zein declined  
this grant. In addition, in 1998, the Board of Directors voted to grant 50,000  
shares of common stock of Hybridon to Dr. Zamecnik in recognition of his        
outstanding contributions to Hybridon.                                          

   In March 1999, Hybridon entered into consulting arrangements with each of
Mr. Powell, Dr. Zamecnik and Dr. Wyngaarden providing that each of them will act
as a consultant to Hybridon for a two-year period and will receive a consulting 
fee of $20,000 per year for general consulting services. In addition, the       
agreements provide that each of these directors will receive a consulting fee of
$1,500 per day for on-site consulting services that they provide at Hybridon's  
corporate offices, or at an alternative site agreed upon by the parties, and at 
Hybridon's prior request. Additional fees for special projects will be          
negotiated separately between the parties. Each of Mr. Powell, Dr. Zamecnik and 
Dr. Wyngaarden also received options to purchase 150,000 shares of Hybridon's   
common stock at $2.00 per share; such options will vest over a two-year period. 
Mr. Powell's consulting agreement terminated when he resigned form the Board of 
Directors in February 2000.                                                     

Dr. Zamecnik received compensation in the amount of $83,995 in 1998,  
$20,000 in 1999 and $7,556 in 2000 for consulting services to Hybridon. Of these
amounts, Dr. Zamecnik received 25,000 shares of common stock and warrants to    
purchase 6,250 shares of common stock in lieu of $50,000 in cash and he received
$20,000 in convertible debt in lieu of $20,000 in cash, which Dr. Zamecnik has  
converted into 33,333 shares of common stock during 2000. The remaining $41,551 
was paid in cash. Dr. Zamecnik also received $6,000 in convertible debt in lieu 
of $6,000 in cash for board fees. The $6,000 in convertible debt was also       
converted into 10,000 shares of common stock during 2000.                       

   Dr. Wyngaarden received compensation for consulting and Board of Director
fees of $47,000 during 1998, $6,667 during 1999 and $51,882 during 2000.        

    Mr. Powell received compensation for consulting and Board of Director fees
of $74,667 during 1999 and $66,667 during 2000.                                 

Hybridon is also a party to other consulting, advisory and other      
arrangements with various directors and their affiliates. For a description of  
these arrangements and certain other transactions between Hybridon and          
affiliates of certain directors, see "Certain Transactions."                    

EMPLOYMENT AGREEMENTS, TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL          
ARRANGEMENTS                                                                    

  Hybridon was a party to an employment agreement with Mr. Grinstead for a
term commencing July 1, 1996 and ending June 30, 2001. On February 15, 2000,    
Hybridon announced that Mr. Grinstead had taken an unexpected medical leave of  
absence of indefinite duration due to a serious illness. Dr. Agrawal assumed the
position of President and Acting Chief Executive Officer. Mr. Grinstead's       
agreement was terminated effective April 30, 2000. Ultimately, Hybridon and Mr. 
Grinstead entered into a severance arrangement (the "Severance Arrangement") on 
November 20, 2000, whereby Mr. Grinstead received his current salary through    
April 30, 2000, health benefits, unused vacation allowance, payments toward     
Cobra obligations, loan forgiveness, acceleration of stock options and payment  
of legal fees associated with his severance. Under this agreement, Mr. Grinstead
had been entitled to receive an annual base salary of $375,000. Mr. Grinstead   
also was eligible to receive (a) a cash bonus each year related to the          
attainment of management objectives specified by the board of directors and (b) 
additional payments of $16,000 in years 1996 through 1998.                      

In accordance with the terms of Mr. Grinstead's previous employment   
agreement, Hybridon loaned $190,000 to Mr. Grinstead in December 1992 pursuant  
to the terms of a promissory note bearing simple interest at a rate of 6% per   
year, which originally provided for the payment of principal and all interest on
the earlier of December 23, 1995 or the expiration or termination of Mr.        
Grinstead's employment by Hybridon, but later became payable on demand. This    
loan remained outstanding as of May 1, 2000, at which date the                  

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total unpaid balance of principal and interest was $273,850. Under the terms of 
the Severance Arrangement Hybridon forgave this loan obligation.                

Hybridon was party to an employment agreement with Dr. Agrawal for the
period July 1, 1996 and ending June 30, 2000. Although this agreement has       
expired, Hybridon continues to honor the material components of this agreement  
until a new agreement is negotiated. Under this agreement, Dr. Agrawal serves as
Senior Vice President of Discovery and Chief Scientific Officer of Hybridon and 
is entitled to receive an annual base salary of $250,000. When Dr. Agrawal was  
appointed President and Acting Chief Executive Officer in February 2000, he     
received an increase in salary to $300,000 per year. In April 2001, his salary  
was increased to $360,000 per year. Otherwise the terms of his employment       
remained unchanged. Dr. Agrawal is eligible to receive a cash bonus each year   
for achieving management objectives specified by the Chief Executive Officer and
the board of directors. In the event Dr. Agrawal's employment is terminated by  
Hybridon without cause or by him for good cause, Hybridon will pay Dr. Agrawal  
during the 24-month period following his termination a monthly amount equal to  
one-twelfth of the sum of Dr. Agrawal's annual base salary as of the date of    
termination and the average bonus paid to him during the three years preceding  
his termination. Hybridon will also continue Dr. Agrawal's benefits for such    
period, subject to earlier termination under certain circumstances. If his      
employment is terminated by Hybridon for failure to perform his assigned duties,
he will continue to receive his annual base salary and benefits during the      
six-month period following such termination. Notwithstanding the foregoing, in  
the event that Dr. Agrawal's employment is terminated for any of the above      
reasons within 12 months following a change in control of Hybridon, Dr. Agrawal 
will be entitled to receive, in lieu of the payments described above, a lump sum
payment equal to 300% of the sum of his annual base salary and his average bonus
amount.                                                                         

The employment agreement entered into between Hybridon and Dr. Agrawal
provides that all stock options, including existing options and options to be   
granted in the future, shall include the following terms:                       

  - that in the event he is terminated by Hybridon without cause or by him
for good cause the exercisability of such stock options will be   
       accelerated by two years and such stock options will be exercisable for a
two-year period following termination.                            

- that in the event of certain changes in control of Hybridon, its    
    liquidation or the sale of all or substantially all of its assets, all
      such stock options not then exercisable will vest and become immediately
exercisable.                                                      

    Mr. Andersen, Dr. Martin and Dr. Tang have employment agreements providing
that in the event their employment is terminated by Hybridon without cause or by
them for good cause, Hybridon will continue to pay them, during the six-month   
period following termination, a monthly amount equal to one-twelfth of the sum  
of their annual base salary as of the date of termination and the average bonus 
paid to them during the three years preceding termination. These payments may   
continue for up to an additional six months until the employee has found other  
employment. Hybridon will also continue the employee's benefits for such period,
subject to earlier termination under some circumstances.                        

Hybridon is also a party to registration rights agreements with Mr.   
Grinstead that provide that in the event Hybridon proposes to register any of   
its securities under the Securities Act, at any time, with certain exceptions,  
Mr. Grinstead shall be entitled to include the shares of common stock held by   
him in such registration, subject to the right of the managing underwriter of   
any underwritten offering to exclude from such registration for marketing       
reasons some or all of such shares. Hybridon also is a party to indemnification 
agreements with Mr. Grinstead pursuant to which Hybridon has agreed to indemnify
him for certain liabilities, including liabilities arising under the Securities 
Act.                                                                            

  Stock options to purchase an aggregate of 207,513 shares of common stock
granted to the Named Executive Officers pursuant to the 1990 Plan provide that, 
upon a change in control, all options granted thereunder will become fully      
exercisable. In addition, pursuant to the terms of the employment agreements    
entered into between Hybridon and each of them as described above, in April     
1997, stock options to purchase an aggregate of 156,069 shares of common stock  
granted to the Named Executive Officers under Hybridon's 1995 plan were amended 
to provide that such options will become fully exercisable upon a change in     
control of                                                                      

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Hybridon, and all stock options granted to the Named Executive Officers after   
March 1, 1997 will provide that such options will become fully exercisable upon 
a change of control of Hybridon.                                                

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION                     

On June 16, 1998 the board of directors re-established a Compensation 
Committee consisting of Messrs. Berry, El Zein and Dr. Wyngaarden. None of the  
directors or executive officers of Hybridon had any "interlock" relationships to
report during Hybridon's fiscal year ended December 31, 2000.                   

    Since January 1, 2000, Hybridon has entered into or is involved in certain
ongoing transactions with the following:                                        

   - Pillar S.A. and Pillar Investments Limited entities of which Messrs. El
Zein and Menhall are affiliates,                                  

    - entities advised by Pecks, an entity of which Mr. Berry is an affiliate,

   - Founders Financial Group, an entity of which Messrs. Purkey and Hartley
are affiliates and                                                

- each of Drs. Wyngaarden and Zamecnik and Mr. Powell.                

For further details of these transactions, see "Certain Transactions."

INDEPENDENT AUDITORS FEES                                                       

- AUDIT FEES                                                          

    Arthur Andersen LLP billed the Company an aggregate of $65,000 in fees for
professional services rendered in connection with the audit of the Company's    
financial statements for the most recent fiscal year and the reviews of the     
financial statements included in each of the Company's Quarterly Reports on Form
10-Q during the fiscal year ended December 31, 2000.                            

- ALL OTHER FEES                                                      

    Arthur Andersen LLP billed the Company an aggregate of $73,750 in fees for
other services rendered to the Company and its affiliates for the fiscal year   
ended December 31, 2000.                                                        

REPORT OF THE AUDIT COMMITTEE                                                   

The Audit Committee of the Board of Directors is composed entirely of 
nonemployee directors, all of whom are independent as defined under the National
Association of Securities Dealers listing standards. The Board of Directors has 
adopted a charter for the Audit Committee, which is included as Exhibit A to    
this Proxy Statement. The Audit Committee's responsibilities are described under
the caption Board of Directors and Committee Meetings in this proxy statement.  
The Audit Committee held one meeting during 2000.                               

The Company's management is responsible for preparing the Company's   
financial statements. The Company's independent auditors are responsible for    
auditing the financial statements. The activities of the Committee are in no way
designed to supersede or alter these traditional responsibilities. Membership on
the Committee does not call for the professional training and technical skills  
generally associated with career professionals in the field of accounting and   
auditing. In addition, the Company's independent auditors have more available   
time and information than does the Committee. Accordingly, the Committee's role 
does not provide any special assurances with regard to the Company's financial  
statements, nor does it involve a professional evaluation of the quality of the 
audits performed by the independent auditors.                                   

     In this context, the Audit Committee has reviewed and discussed the audited
2000 financial statements with management. The Audit Committee also has received
from the independent auditors the matters in the written disclosures and the    
letter required by Independent Standards Board Standard No. 1 (Independent      
Discussions with Audit Committees). In addition, the Audit Committee discussed  
with the independent auditors their independence from the Company. In assessing 
the independence of the independent auditors, the Audit Committee considered    
fees paid to Arthur Andersen LLP for non-auditing activities.                   

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Based upon the reviews and discussions referred to above, the Audit   
Committee recommended to the Board of Directors, and the Board of Directors     
authorized, the inclusion of the audited financial statements in Hybridon's     
Annual Report on Form 10-K for the year ended December 31, 2000, for filing with
the Securities and Exchange Commission. The Audit Committee also recommended to 
the Board, subject to shareholder ratification, the selection of Hybridon's     
independent auditors.                                                           

                   AUDIT COMMITTEE

                      Camille A. Chebeir
                  Nasser Menhall
                           Dr. James B. Wyngaarden

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REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

The Company's Compensation Committee is responsible for establishing  
compensation policies with respect to the Company's executive officers,         
including the Chief Executive Officer and the other executive officers named in 
the Summary Compensation Table, and setting the compensation for these          
individuals.                                                                    

     The Compensation Committee seeks to achieve three broad goals in connection
with the Company's executive compensation programs and decisions regarding      
individual compensation. First, the Compensation Committee structures executive 
compensation programs in a manner that it believes will enable the Company to   
attract and retain key executives. In order to ensure continuity of certain key 
members of management, the Board of Directors has historically approved         
multi-year employment contracts for its executives. Second, the Compensation    
Committee establishes compensation programs that are designed to reward         
executives for the achievement of business objectives of the Company and/or the 
individual executive's particular area of responsibility. By linking            
compensation in part to achievement, the Compensation Committee believes that a 
performance-oriented environment is created for the Company's executives.       
Finally, the Company's executive compensation programs are intended to provide  
executives with an equity interest in the Company so as to link a portion of the
compensation of the Company's executives with the performance of the Company's  
common stock.                                                                   

   The compensation programs for the Company's executives established by the
Compensation Committee generally consist of three elements based upon the       
foregoing objectives: base salary; cash bonuses and a stock-based equity        
incentive in the form of participation in the Company's stock option plans. The 
Compensation Committee did not consider cash bonuses in 2000 due to the         
Company's cash position.                                                        

 In establishing base salaries for the executive officers, including the
Chief Executive Officer, which base salaries have been fixed in the executive   
officers' employment agreements, the Board of Directors monitors salaries at    
other companies, particularly those that are in the same industry as the Company
or related industries and/or located in the same general geographic area as the 
Company, considers historic salary levels of the individual and the nature of   
the individual's responsibilities and compares the individual's base salary with
those of other executives at the Company. The Compensation Committee also       
considers the challenges involved in retaining first-rate managerial personnel  
in the antisense field because of the new nature of this technology. To the     
extent determined to be appropriate, the Compensation Committee also considers  
general economic conditions, the Company's financial performance and the        
individual's performance.                                                       

   The Compensation Committee uses stock options as a significant element of
the compensation package of the Company's executive officers, including the     
Chief Executive Officer, because they provide an incentive to executives to     
maximize stockholder value and because they reward the executives only to the   
extent that stockholders also benefit. The timing and amounts of such grants    
depends upon a number of factors, including new hires of executives, the        
executives' current stock and option holdings and such other factors as the     
Compensation Committee deems relevant. In granting stock options in 2000 to the 
Company's executives, the Compensation Committee considered a variety of        
factors, including the Company's accomplishments in the areas of product        
development and, enhancement of the Company's patent and licensing position.    
Likewise, the grant of stock options to Dr. Agrawal and Mr. Andersen in 2000 was
based on the Compensation Committee's judgment as to the leadership role these  
executives played with respect to these accomplishments. When granting stock    
options, it has generally been the policy of the Compensation Committee to fix  
the exercise price of such options at 100% of the fair market value of the      
Common Stock on the date of grant.                                              

Section 162(m) of the Internal Revenue Code of 1986, as amended (the  
"Code"), enacted in 1993, generally disallows a tax deduction to public         
companies for compensation over $1,000,000 paid to its chief executive officer  
and its four other most highly compensated executive officers. Qualifying       
performance-based compensation will not be subject to the deduction limit if    
certain requirements are met. In this regard, the Company has limited the number
of shares subject to stock options which may be granted to Company employees in 
a manner that complies with the performance-based requirements of Section       
162(m).                                                                         

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The Committee intends to take all necessary actions to qualify its incentive    
awards as performance based to the extent necessary to comply with Section      
162(m).                                                                         

                          COMPENSATION COMMITTEE

                   Arthur W. Berry
                   Youssef El Zein
                           Dr. James B. Wyngaarden

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COMPARATIVE STOCK PERFORMANCE                                                   

The comparative stock performance graph below compares the cumulative 
stockholder return on the Company's Common Stock for the period from January 25,
1996 (the effective date of the initial public offering of the Company's Common 
Stock) through December 31, 2000 with the cumulative total return on (i) the    
Nasdaq Market Index and (ii) a peer group index (the "SIC Code Index") selected 
by the Company which is comprised of the 91 publicly traded companies, that are 
currently grouped under the Standard Industrial Code pertaining to businesses   
engaged in the manufacture or development of biological products other than     
diagnostic substances (assuming the investment of $100 in the Company's Common  
Stock, the Nasdaq Market Index and the SIC Code Index on January 25, 1996 and   
reinvestment of all dividends). Measurement points are on January 25, 1996,     
December 31, 1996, December 31, 1997, December 31, 1998, December 31, 1999,     
March 31, 2000, June 30, 2000, September 30, 2000 and December 31, 2000. Prior  
to January 25, 1996, the Company's Common Stock was not registered under the    
Exchange Act.                                                                   

Performance Graph 

                                                        [Enlarge/Download Table]

--------------------------------------------------------------------------------------------------------------------------
                              1/25/96   12/31/96   12/31/97   12/31/98   12/31/99   3/31/00   6/30/00   9/30/00   12/31/00
--------------------------------------------------------------------------------------------------------------------------
                                                                                                                          
 Hybridon Inc                 100.00      55.95       5.71       3.10       1.94      4.64      2.26      1.85        .80 
 Nasdaq Market Index          100.00     120.16     146.98     207.31     365.63    416.02    357.82    330.20     221.89 
 SIC Code Index               100.00      94.51     102.28     160.58     358.37    421.59    455.46    483.07     416.73 

   THE BOARD OF DIRECTORS BELIEVES THAT THE ELECTION OF EACH OF THE NOMINEES
LISTED ABOVE IS IN THE BEST INTERESTS OF THE COMPANY AND THE STOCKHOLDERS AND   
THEREFORE, UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THEIR ELECTION.  

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PROPOSAL 2 -- APPROVAL OF AMENDMENTS TO THE 1997 STOCK INCENTIVE PLAN 

 On March 28, 2001, the Compensation Committee of the Board of Directors
voted to amend the Company's 1997 Stock Incentive Plan, subject to stockholder  
approval, and to re-name and restate the plan as the Company's Amended and      
Restated 1997 Stock Incentive Plan (the "1997 Plan"). If approved by the        
Company's stockholders, the amendments to the 1997 Plan would increase the      
number of shares authorized for issuance thereunder by 5,000,000 shares and the 
calendar year per share limitation per participant for "covered employees" from 
500,000 to that number of shares determined by dividing 1,500,000 by the market 
value of a share of the Company's Common Stock on the date of grant and not to  
exceed 5,000,000 shares to any single participant in a calendar year.           

   The 1997 Plan was adopted by the Board of Directors on March 20, 1997 and
approved by the Company's stockholders on April 21, 1997. Currently, the 1997   
Plan provides for the issuance of up to 8,500,000 shares of Common Stock. The   
Compensation Committee of the Board of Directors believes that the continued    
growth and profitability of the Company depends, in large part, upon the ability
of the Company to maintain a competitive position in attracting, retaining and  
motivating key personnel. As of March 28, 2001, 452,840 shares were available   
for future awards under the Company's 1997 Plan. Accordingly, the Board of      
Directors authorized, subject to stockholder approval, amendments to the 1997   
Plan which increase the number of shares of Common Stock available for issuance 
from 8,500,000 shares to 13,500,000 shares (subject to a proportionate          
adjustment for certain changes in the Company's capitalization, such as a stock 
split).                                                                         

  Under Section 162(m) of the Code, a publicly held corporation can deduct
compensation paid to its key executives, essentially "covered employees" under  
the Code, in excess of $1,000,000 only if such compensation was                 
performance-based. For options to qualify as "performance based" compensation,  
Section 162(m) of the Code requires that the options be issued under a plan     
which was approved by the Company's stockholders and sets forth a limit on the  
number of shares which could be the subject of an option grant to any "covered  
employee" in any particular period. When the 1997 Plan was originally adopted,  
the Board of Directors provided for a 500,000 share per participant annual limit
in order to meet the requirements of Section 162(m). The 500,000 share limit was
based, in part, on the market price of the stock at the time that the 1997 Plan 
was adopted by the Board. Based on the market price of the Company's Common     
Stock prevailing at the time of the Compensation Committee's March 28, 2001     
meeting, the Compensation Committee decided that this annual limit per          
participant had become an undue constraint on its ability to grant options to   
key executives as a means of encouraging their continued efforts to restore the 
Company's financial strength, exploit its existing patent estate and enhance    
that estate through research. Specifically, the Compensation Committee believed 
that this limit prevented it from adequately rewarding its President, Acting    
Chief Executive Officer and Chief Scientific Officer, Sudhir Agrawal, and its   
Chief Financial Officer, Robert Andersen, for their outstanding performance and 
achievements on the Company's behalf. Accordingly, the Compensation Committee   
approved, subject to stockholders approval, an amendment to the 1997 Plan       
changing the per participant per share limit from 500,000 shares annually to a  
number determined by dividing 1,500,000 by the market price of the Company's    
shares at the time of the grant and not to exceed 5,000,000 shares in any       
calendar year. This amendment is intended by the Compensation Committee to have 
retroactive effect to April 27, 1997.                                           

 On March 28, 2001, the Compensation Committee approved option grants to
purchase shares of Common Stock of the Company to Messrs. Agrawal and Andersen. 
The Company granted Mr. Agrawal an option to purchase 1,950,000 shares of Common
Stock and Mr. Andersen an option to purchase 400,000 shares of Common Stock,    
each at $0.5625 per share.                                                      

    The major features of the 1997 Plan are summarized below, which summary is
qualified in its entirety by the actual text of the 1997 Plan. The text of the  
amendments, subject to your approval, appear as Exhibit B to the Proxy          
Statement. The Company will furnish without charge a copy of the 1997 Plan to   
any stockholder of the Company upon receipt from any such person of an oral or  
written request for the 1997 Plan. Such request                                 

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should be sent to the Company, Attention of Investor Relations, 345 Vassar      
Street, Cambridge, Massachusetts 02139, or made by telephone at 617-679-5500.   

DESCRIPTION OF AWARDS                                                           

The 1997 Plan provides for the grant of options that are intended to  
qualify as incentive stock options within the meaning of Section 422 of the Code
("incentive stock options"), options not intended to qualify as incentive stock 
options ("nonstatutory stock options"), restricted stock awards and other       
stock-based awards, including the grant of shares based upon certain conditions,
the grant of securities convertible into Common Stock and the grant of stock    
appreciation rights (collectively "Awards").                                    

INCENTIVE STOCK OPTIONS AND NONSTATUTORY STOCK OPTIONS                          

 Optionees receive the right to purchase a specified number of shares of
Common Stock at some time in the future at a specified option price and subject 
to such other terms and conditions as are specified in connection with the      
option grant. Options may be granted at an exercise price which may be less     
than, equal to or greater than the fair market value of the Common Stock on the 
date of grant. Under present law, however, incentive stock options and options  
intended to qualify as performance-based compensation under Section 162(m) of   
the Code may not be granted at an exercise price less than 110% of the fair     
market value in the case of incentive stock options granted to Optionees holding
10% or more of the voting power of the Company). The 1997 Plan permits the Board
of Directors to determine the manner of payment of the exercise price of        
options, including through payment by cash, check or in connection with a       
"cashless exercise" through a broker, by surrender to the Company of shares of  
Common Stock, by delivery to the Company of a promissory note, or by any other  
lawful means.                                                                   

Restricted Stock Awards entitle recipients to acquire shares of Common
Stock, subject to the right of the Company to repurchase all or part of such    
shares from the recipient in the event that the conditions specified in the     
applicable Award are not satisfied prior to the end of the applicable           
restriction period established for such Award.                                  

OTHER STOCK-BASED AWARDS                                                        

  Under the 1997 Plan, the Board has the right to grant other Awards based
upon the Common Stock having such terms and conditions as the Board may         
determine, including the grant of shares based upon certain conditions, grant of
securities convertible into Common Stock and the grant of such stock            
appreciation rights.                                                            

ELIGIBILITY TO RECEIVE AWARDS                                                   

     Officers, employees, directors, consultants and advisors of the Company and
its subsidiaries are eligible to be granted Awards under the 1997 Plan. Under   
present law, however, incentive stock options may only be granted to employees. 
The maximum number of shares with respect to which an Award may be granted to   
any "covered employee" as defined in Section 162(m) of the Code under the 1997  
Plan may not exceed 5,000,000 shares per calendar year.                         

As of May 15, 2001, approximately 26 persons were eligible to receive 
Awards under the 1997 Plan, including all of the Company's employees and        
consultants, and the Company's 4 executive officers and 7 non-employee          
directors. The granting of Awards under the 1997 Plan is discretionary, and the 
Company cannot now determine the number or type of Awards to be granted in the  
future to any particular person or group.                                       

ADMINISTRATION                                                                  

    The 1997 Plan is administered by the Board of Directors. The Board has the
authority to adopt, amend and repeal the administrative rules, guidelines and   
practices relating to the 1997 Plan and to interpret the provisions of the 1997 
Plan. Pursuant to the terms of the 1997 Plan, the Board of Directors may        
delegate authority under the 1997 Plan to one or more committees of the Board,  
and subject to certain limitations, to                                          

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one or more executive officers of the Company. Subject to any applicable        
limitations contained in the 1997 Plan, the Board of Directors, or any committee
or executive officer to whom the Board delegates authority, as the case may be, 
selects the recipients of Awards and determines (i) the number of shares of     
Common Stock covered by options and the dates upon which such options become    
exercisable, (ii) the exercise price of options, (iii) the duration of options, 
and (iv) the number of shares of Common Stock subject to any restricted stock or
other stock-based Awards and the terms and conditions of such Awards, including 
conditions for repurchase, issue price and repurchase price.                    

The Board of Directors is required to make appropriate adjustments in 
connection with the 1997 Plan and any outstanding Awards to reflect stock       
dividends, stock splits and certain other events. In the event of a merger,     
liquidation or other Acquisition Event (as defined in the 1997 Plan), the 1997  
Plan provides that the vesting of all outstanding Options or other stock-based  
Awards will accelerate, making them fully exercisable prior to or upon          
consummation of the Acquisition Event.                                          

    If any Award expires or is terminated, surrendered, canceled or forfeited,
the unused shares of Common Stock covered by such Award will again be available 
for grant under the 1997 Plan.                                                  

  The 1997 Plan provides that the Board of Directors may delegate, and the
Board has delegated, all of its authority with respect to the 1997 Plan to a    
Compensation Committee composed, for as long as the Company's shares of Common  
Stock are registered under the Securities Exchange Act of 1934, of not less than
two members each of which shall be an outside director within the meaning of    
Section 162(m) of the Code and a "non-employee director" as defined in Rule     
16b-3 promulgated under the Exchange Act.                                       

AMENDMENT OR TERMINATION                                                        

   No Award may be made under the 1997 Plan after March 20, 2007, but Awards
previously granted may extend beyond that date. The Board of Directors may at   
any time amend, suspend or terminate the 1997 Plan, except that no outstanding  
Award designated as subject to Section 162(m) of the Code by the Board of       
Directors after the date of such amendment shall become exercisable, realizable 
or vested (to the extent such amendment was required to grant such Award) unless
and until such amendment shall have been approved by the Company's stockholders.

FEDERAL INCOME TAX CONSEQUENCES                                                 

The following is a summary of the United States federal income tax    
consequences that generally will arise with respect to Awards granted under the 
1997 Plan and with respect to the sale of Common Stock acquired under the 1997  
Plan.                                                                           

INCENTIVE STOCK OPTIONS                                                         

    In general, a participant will not recognize taxable income upon the grant
or exercise of an incentive stock option. Instead, a participant will recognize 
taxable income with respect to an incentive stock option only upon the sale of  
Common Stock acquired through the exercise of the option ("ISO Stock"). The     
exercise of an incentive stock option may, however, subject the participant to  
the alternative minimum tax. Generally, the tax consequences of selling ISO     
Stock will vary with the length of time that the participant has owned the ISO  
Stock at the time it is sold. If the participant sells ISO Stock after having   
owned it for at least two years from the date the option was granted (the "Grant
Date") and one year from the date the option was exercised (the "Exercise       
Date"), then the participant will recognize long-term capital gain in an amount 
equal to the excess of the sale price of the ISO Stock over the exercise price. 

   If the participant sells ISO Stock for more than the exercise price prior
to having owned it for at least two years from the Grant Date and one year from 
the Exercise Date (a "Disqualifying Disposition"), then all or a portion of the 
gain recognized by the participant will be ordinary compensation income and the 
remaining gain, if any, will be a capital gain. This capital gain will be a     
long-term capital gain if the participant has held the ISO Stock for more than  
one year prior to the date of sale.                                             

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     If a participant sells ISO Stock for less than the exercise price, then the
participant will recognize capital loss equal to the excess of the exercise     
price over the sale price of the ISO Stock. This capital loss will be a         
long-term capital loss if the participant has held the ISO Stock for more than  
one year prior to the date of sale.                                             

NONSTATUTORY STOCK OPTIONS                                                      

As in the case of an incentive stock option, a participant will not   
recognize taxable income upon the grant of a nonstatutory stock option. Unlike  
the case of an incentive stock option, however, a participant who exercises a   
nonstatutory stock option generally will recognize ordinary compensation income 
in an amount equal to the excess of the fair market value of the Common Stock   
acquired through the exercise of the option ("NSO Stock") on the Exercise Date  
over the exercise price.                                                        

     With respect to any NSO Stock, a participant will have a tax basis equal to
the exercise price plus any income recognized upon the exercise of the option.  
Upon selling NSO Stock, a participant generally will recognize capital gain or  
loss in an amount equal to the excess of the sale price of the NSO Stock over   
the participant's tax basis in the NSO Stock. This capital gain or loss will be 
a long-term gain or loss if the participant has held the NSO stock for more than
one year prior to the date of the sale.                                         

RESTRICTED STOCK AWARDS                                                         

A participant will not recognize taxable income upon the grant of a   
restricted stock Award, unless the participant makes an election under Section  
83(b) of the Code (a "Section 83(b) Election"). If the participant makes a      
Section 83(b) Election within 30 days of the date of the grant, then the        
participant will recognize ordinary income, for the year in which the Award is  
granted, in an amount equal to the difference between the fair market value of  
the Common Stock at the time the Award is granted and the purchase price paid   
for the Common Stock. If a Section 83(b) Election is not made, the participant  
will recognize ordinary income, at the time that the forfeiture provisions or   
restrictions on transfer lapse, in an amount equal to the difference between the
fair market value of the Common Stock at the time of such lapse and the original
purchase price paid for the Common Stock. The participant will have a basis in  
the Common Stock acquired equal to the sum of the price paid and the amount of  
ordinary compensation income recognized.                                        

    Upon the disposition of the Common Stock acquired pursuant to a restricted
stock Award, the participant will recognize a capital gain or loss equal to the 
difference between the sale price of the Common Stock and the participant's     
basis in the Common Stock. The gain or loss will be a long-term gain or loss if 
the shares are held for more than one year. For this purpose, the holding period
shall begin just after the date on which the forfeiture provisions or           
restrictions lapse if a Section 83(b) Election is not made, or just after the   
Award is granted if a Section 83(b) Election is made.                           

OTHER STOCK-BASED AWARDS                                                        

  The tax consequences associated with any other stock-based Award granted
under the 1997 Plan will vary depending on the specific terms of such Award,    
including whether or not the Award has a readily ascertainable fair market      
value, whether or not the Award is subject to forfeiture provisions or          
restrictions on transfer, the nature of the property to be received by the      
participant under the Award, the applicable holding period and the participant's
tax basis.                                                                      

TAX CONSEQUENCES TO THE COMPANY                                                 

    The grant of an Award under the 1997 Plan will have no tax consequences to
the Company. Moreover, in general, neither the exercise of an incentive stock   
option nor the sale of any Common Stock acquired under the 1997 Plan will have  
any tax consequences to the Company. The Company generally will be entitled to a
business-expense deduction, however, with respect to any ordinary compensation  
income recognized by a participant under the 1997 Plan, including as a result of
the exercise of a nonstatutory stock option, a Disqualifying Disposition or a   
Section 83(b) Election. Any such deduction will be subject to the limitations of
Section 162(m) of the Code. The Company will have a withholding obligation with 
respect to any ordinary                                                         

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compensation income recognized by participants under the 1997 Plan who are      
employees or otherwise subject to withholding in connection with the exercise of
a nonstatutory stock option or a Section 83(b) Election.                        

     THE BOARD OF DIRECTORS BELIEVES THAT APPROVAL OF THE AMENDMENTS TO THE 1997
PLAN IS IN THE BEST INTERESTS OF THE COMPANY AND THE STOCKHOLDERS AND THEREFORE,
UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" APPROVAL.                   

PROPOSAL 3 -- RATIFICATION OF THE SELECTION OF AUDITORS 

    The Board of Directors has selected Arthur Andersen LLP as auditors of the
Company for the year ending December 31, 2001, subject to ratification by       
stockholders at the Annual Meeting. If the stockholders do not ratify the       
selection of Arthur Andersen LLP, the Board of Directors will reconsider the    
matter. A representative of Arthur Andersen LLP, which served as auditors for   
the year ended December 31, 2000, is expected to be present at the Annual       
Meeting to respond to appropriate questions, and to make a statement if he or   
she so desires.                                                                 

  THE BOARD OF DIRECTORS BELIEVES THAT APPROVAL TO RATIFY THE SELECTION OF
AUDITORS IS IN THE BEST INTERESTS OF THE COMPANY AND THE STOCKHOLDERS AND       
THEREFORE, UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" APPROVAL OF THE  
AUDITORS.                                                                       

STOCKHOLDER PROPOSALS FOR 2002 ANNUAL MEETING 

Any proposal that a stockholder intends to present at the 2002 Annual 
Meeting of Stockholders must be submitted to the Assistant Secretary of the     
Company at its offices, 345 Vassar Street, Cambridge, Massachusetts 02139, no   
later than January 21, 2002 in order to be considered for inclusion in the Proxy
Statement relating to that meeting.                                             

OTHER MATTERS 

   The Board of Directors knows of no other business which will be presented
for consideration at the Annual Meeting other than that described above.        
However, if any other business should come before the Annual Meeting, it is the 
intention of the persons named in the enclosed Proxy to vote, or otherwise act, 
in accordance with their best judgment on such matters.                         

The Company will bear the costs of soliciting proxies. In addition to 
solicitations by mail, the Company's directors, officers and regular employees  
may, without additional remuneration, solicit proxies by telephone, telegraph,  
facsimile and personal interviews. The Company will also request brokerage      
houses, custodians, nominees and fiduciaries to forward copies of the proxy     
material to those persons for whom they hold shares and request instructions for
voting the proxies. The Company will reimburse such brokerage houses and other  
persons for their reasonable expenses in connection with this distribution.     

 THE BOARD OF DIRECTORS ENCOURAGES ALL STOCKHOLDERS TO ATTEND THE ANNUAL
MEETING. WHETHER OR NOT YOU PLAN TO ATTEND. YOU ARE URGED TO COMPLETE, DATE,    
SIGN AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE. PROMPT RESPONSE
WILL GREATLY FACILITATE ARRANGEMENTS FOR THE ANNUAL MEETING AND YOUR COOPERATION
IS APPRECIATED. STOCKHOLDERS WHO ATTEND THE ANNUAL MEETING MAY VOTE THEIR STOCK 
PERSONALLY EVEN THOUGH THEY HAVE SENT IN THEIR PROXIES.                         
                                       By Order of the Board of Directors,

                                 ROBERT G. ANDERSEN, Assistant
             Secretary
June 8, 2001                                                                    
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                                                                       EXHIBIT A

HYBRIDON, INC.
AUDIT COMMITTEE 
CHARTER 

1)  INTRODUCTION:                                                               

   This charter, approved by the Board of Directors on June 29, 2000, and by
   the Audit Committee of the Board on June 29, 2000, is intended to lay out
the purposes, responsibilities and duties of the Audit Committee,     
consistent with the applicable rules of the NASD and the SEC.         

2)  ORGANIZATION:                                                               

a)  The Audit Committee shall consist of at least three members.      

b)  Each member shall be independent, and not a current employee or   
immediate family member of any employee.                      

    c)  Each member shall be able to read and understand fundamental financial
    statements, or become able to do so within a reasonable time after
appointment.                                                  

    d)  At least one member shall have financial sophistication as a result of
   past employment experience in finance or accounting, professional
certification in accounting, or other comparable experience.  

3)  PURPOSE:                                                                    

a)  The Audit Committee is formed and continues for the purpose of    
 providing independent oversight of the accounting and reporting
practices of the Company, and                                 

     b)  The independence and professional performance of the external auditors.

4) RESPONSIBILITIES:                                                            

   a)  The Audit Committee shall be responsible for requesting and obtaining
       from outside auditors a formal written statement of all relationships
        between the auditor and the Company, for reviewing this statement, and
       for discussing with the auditor any disclosed relationship or service
      that may impact the objectivity and independence of the auditor, and
      for taking or recommending to the full Board any appropriate action.

     b)  The Audit Committee shall also be responsible for providing a report to
be included in the Company's Proxy Statement as to whether the
Committee                                                     

      i)  reviewed and discussed the audited financial statements with the
Company's Management,                                 

      ii)  reviewed the independent auditors letter and has discussed with
the independent auditor its independence and        

     iii)  based on these reviews and discussions, recommended to the full
          Board that the audited financial statements be included in the
Annual Report on Form 10-K for filing with the SEC. 

5)  DUTIES:                                                                     

     a)  The Audit Committee shall elect a Chairman, if none has been designated
by the Full Board.                                            

b)  The Audit Committee shall meet at least once a year.              

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c)  The Audit Committee shall meet in the executive session with the  
      Company's outside auditors at least once a year. The Committee shall
review with the outside auditors:                             

1)  The independence of the outside auditors.                   

        2)  The progress and results of the most recent audit, and plans for the
next one.                                               

3)  Any changes in accounting principles.                       

    4)  The Company's internal control procedures, and their adequacy to
            expose any payments, transactions or procedures that might be deemed
improper or illegal.                                    

    d)  The Audit Committee may meet in executive session with representatives
    of the Company's internal auditing and financial staff, to receive
         their report on the Company's internal control procedures, and hear any
comments they may have.                                       

    e)  The Audit Committee shall review all of the Company's reports on Forms
       10-K and 10-Q before filing. The Committee may delegate this function
to its Chairman with respect to any Form 10-Q.                

f)  The Audit Committee shall report to the full Board at least once a
year.                                                         

g)  The Audit committee shall investigate any matter brought to its   
  attention that is within the scope of its duties, and may retain
         outside counsel for this purpose, if the Committee deems it appropriate
to do so.                                                     

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                                                                       EXHIBIT B

HYBRIDON, INC.

AMENDMENT NO. 3 TO THE 1997 STOCK INCENTIVE PLAN OF HYBRIDON, INC.

   The first sentence of Subsection 4(a) of the 1997 Stock Incentive Plan of
Hybridon, Inc. will be amended and restated in its entirety to provide as       
follows, subject to stockholder approvals:                                      

     "Subject to adjustment under Subsection (c) below, Awards may be made under
the Plan for up to 13,500,000 shares of Common Stock"; and                      

   The first sentence of Subsection 4(b) of the 1997 Stock Incentive Plan of
Hybridon, Inc. will be amended and restated in its entirety to provide as       
follows, subject to stockholder approvals:                                      

 "Subject to adjustment under Section 4(c), the maximum number of shares
with respect to which an Award or Awards may be granted to any Participant under
the Plan in any calendar year shall be determined by dividing 1,500,000 by the  
fair market value of a share of the Company's common stock at the time of grant 
provided that under no circumstances shall any Award to any Participant exceed  
5,000,000 shares per calendar year."                                            

                                         Adopted by the Compensation Committee
          of the
                                         Board of Directors on March 28, 2001.

                                       Approved by the stockholders of the
                               Company on                .

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This Proxy when properly executed will be voted in the manner directed by the   
undersigned stockholder(s). If no other indication is made, the proxies shall   
vote "For" proposal numbers 1 and 2.                                            

Please mark your votes as indicated in this example: [X]                        

Mark this box at right if comments or address change have been noted on the     
reverse side of this card [ ]                                                   

A vote FOR the director nominees and FOR proposal number 2 is recommended by the
Board of Directors.                                                             

1) Election of Class III Directors                                              

         For            Withhold            For All Except
   [ ]              [ ]                    [ ]

Nominees: Sudhir Agrawal, D. Phil and Youssef El Zein                           

If you do not wish your shares voted "FOR" a particular nominee, mark the "For  
All Except" box and strike a line through the nominee(s) name as listed above.  
Your shares will be voted for the remaining nominee(s).                         

2) Approval of certain amendments to the 1997 Stock Incentive Plan.             

     For            Against                Abstain
   [ ]              [ ]                    [ ]

3) Ratification of selection of Arthur Andersen LLP as independent auditors of  
the Company for the current year.                                               

     For            Against                Abstain
   [ ]              [ ]                    [ ]

And to transact such other business as may properly come before the Annual      
Meeting or any adjournment thereof.                                             

Please be sure to sign and date this Proxy.                                     

Please sign this proxy exactly as your name appears hereon. Joint Owners should 
each sign personally. Trustees and other fiduciaries should indicate the        
capacity in which they sign. If a corporation or partnership, this signature    
should be that of an authorized officer who should state his or her title.      

Date: ___________________________                                               

---------------------------------                                               
Stockholder Signature                                                           

PLEASE VOTE, DATE AND SIGN ON                                                   
OTHER SIDE AND RETURN                                                           
PROMPTLY IN ENCLOSED                                                            
ENVELOPE.                                                                       

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HYBRIDON, INC.

Dear Stockholder:                                                               

Please take note of the important information enclosed with this Proxy Ballot.  
There are a number of issues related to the management and operation of your    
Company that require your immediate attention and approval. These are discussed 
in the enclosed proxy materials.                                                

Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.                                                                    

Please mark the boxes on the proxy card to indicate how your shares shall be    
voted. Then sign and date the card, detach it and return your proxy vote in the 
enclosed postage paid envelope.                                                 

Your vote must be received prior to the Annual Meeting of Stockholders to be    
held on June 28, 2001.                                                          

Thank you in advance for your prompt consideration of these matters.            

Sincerely,                                                                      

Hybridon, Inc.                                                                  

HYBRIDON, INC.

PROXY SOLICITED BY THE BOARD OF DIRECTORS   
Annual Meeting of Stockholders - June 28, 2001

Those signing on the reverse side, revoking prior proxies, hereby appoint(s) Dr.
Sudhir Agrawal, Robert G. Andersen and John M. Naples, or each or any of them   
with full power of substitution, as proxies for those signing on the reverse    
side to act and vote all shares of stock of Hybridon, Inc. (the "Company") which
the undersigned would be entitled to vote if personally present at the 2001     
Annual Meeting of Stockholders of the Company and at any adjournments thereof as
indicated upon all matters referred to on the reverse side and described in the 
Proxy Statement for the Meeting, and, in their discretion, upon any other       
matters which may properly come before the Meeting. Attendance of the           
undersigned at the Meeting or at any adjournment thereof will not be deemed to  
revoke this proxy unless those signing on the reverse side shall revoke this    
proxy in writing.                                                               

HAS YOUR ADDRESS CHANGED?                     DO YOU HAVE ANY COMMENTS?         

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

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

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

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEFR14A’ Filing		Date		First		Last			Other Filings
		3/20/07		29
		3/13/03		18					4
		1/21/02		31
		12/31/01		2		31			10-K,  10-K/A,  5
		6/30/01		20					10-Q,  NT 10-Q,  NT 10-Q/A
		6/28/01		2		36			DEF 14A
		6/8/01		2		31			8-K
Filed as of:		5/25/01
Filed on:		5/24/01							8-K
		5/22/01		18
		5/21/01		2		3
		5/15/01		28					10-Q
		5/14/01		15					8-K
		4/27/01		15
		3/31/01		4		13			10-Q
		3/28/01		15		34
		12/31/00		3		31			10-K,  NT 10-K
		12/29/00		19					S-1/A
		11/20/00		15		20
		9/30/00		15		26			10-Q
		8/10/00		15
		7/10/00		15
		6/30/00		21		26			10-Q,  8-K
		6/29/00		32					8-K,  DEF 14A
		5/30/00		15
		5/5/00		13
		5/1/00		20
		4/30/00		15		20
		3/31/00		26					10-Q
		2/15/00		20					5,  8-K,  S-1/A,  SC 13G
		1/1/00		13		22
		12/31/99		17		26			10-K,  10-K/A,  NTN 10K
		6/8/99		19					DEF 14A
		12/31/98		17		26			10-K,  NT 10-K
		6/16/98		22
		5/5/98		13					8-K
		12/31/97		26					10-K
		4/27/97		27
		4/21/97		27
		3/20/97		27
		3/1/97		22
		12/31/96		26					10-K
		7/1/96		20		21
		1/25/96		26
		12/23/95		20
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