<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  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 (Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]

Check the appropriate box:

[X]  Preliminary Proxy Statement             [_]  Confidential, For Use of the
[_]  Definitive Proxy Statement                   Commission Only (as permitted
[_]  Definitive Additional Materials              by Rule 14a-6(e)(2))
[_]  Soliciting Material Pursuant to
     Rule 14a-11(c) or Rule 14a-12

                         AVANT IMMUNOTHERAPEUTICS, INC.
--------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)


--------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)


Payment of Filing Fee (Check the appropriate box):

[X]  No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.


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

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

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

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

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

     [_] Fee paid previously with preliminary materials:

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

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

          1)   Amount previously paid:

          2)   Form, Schedule or Registration Statement No.:

          3)   Filing Party:

          4)   Date Filed:

<PAGE>


                                      AVANT
                                         IMMUNOTHERAPEUTICS, INC.


                                                                  March 30, 2001


Dear Stockholder:

     You are cordially invited to attend the annual meeting of stockholders of
AVANT Immunotherapeutics, Inc. This year's meeting will be held on Thursday, May
10, 2001 at 2:00 p.m., local time, at our offices located at 119 Fourth Avenue,
Needham, Massachusetts.

     The attached proxy statement, with formal notice of the meeting on the
first page, describes the matters expected to be acted upon at the meeting. We
urge you to review these materials carefully and to use this opportunity to take
part in the affairs of AVANT by voting on the matters described in this proxy
statement. We hope that you will be able to attend the meeting. At the meeting
we will review our operations, report on 2000 financial results and discuss our
plans for the future. Our directors and management team will be available to
answer questions.

     Your vote is important. Whether you plan to attend the meeting or not,
please complete the enclosed proxy card and return it as promptly as possible.
The enclosed proxy card contains instructions regarding voting. If you attend
the meeting, you may continue to have your shares voted as instructed in the
proxy or you may withdraw your proxy at the meeting and vote your shares in
person.

     We look forward to seeing you at the meeting.

                                                       Sincerely,

                                                       /s/ J. Barrie Ward, Ph.D

                                                       J. Barrie Ward, Ph.D
                                                       Chairman of the Board

<PAGE>

                                      AVANT
                                         IMMUNOTHERAPEUTICS,  INC.


                         AVANT Immunotherapeutics, Inc.
                                119 Fourth Avenue
                                Needham, MA 02494

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

                    Notice of Annual Meeting of Stockholders

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

     The annual meeting of stockholders of AVANT  Immunotherapeutics,  Inc. will
be held at 2:00 p.m.  on May 10,  2001,  at our  offices  located  at 119 Fourth
Avenue, Needham, Massachusetts, for the following purposes:

     1.   To amend the Third Restated Certificate of Incorporation, as amended,
          of AVANT to increase the number of authorized shares of common stock
          from 75,000,000 to 100,000,000.

     2.   To elect seven directors to serve until the 2002 annual meeting of
          stockholders and until their successors are duly elected and
          qualified.

     3.   To transact  any other  business  which may  properly  come before the
          meeting.

     Stockholders of record at the close of business on March 16, 2001 will be
entitled to notice of and to vote at the meeting and any adjournment or
postponement thereof. Stockholders who are unable to attend the meeting in
person are requested to complete, sign, date and return the enclosed form of
proxy in the envelope provided. No postage is required if mailed in the United
States. Any proxy may be revoked at any time prior to its exercise at the annual
meeting.

     A copy of our annual report to stockholders for the fiscal year ended
December 31, 2000 is being mailed to you with this notice and proxy statement.

                                      By Order of the Board of Directors

                                      /s/ Avery W. Catlin

                                      AVERY W. CATLIN
                                    Secretary

Needham, Massachusetts
March 30, 2001

                             YOUR VOTE IS IMPORTANT.
  WHETHER             OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE
                      URGED TO DATE, SIGN AND PROMPTLY RETURN YOUR PROXY.



<PAGE>



                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING.................................1
   What is the purpose of the annual meeting?..................................1
   Who is entitled to vote?....................................................1
   Can I attend the meeting?...................................................1
   What constitutes a quorum?..................................................1
   How do I vote?..............................................................2
   Will other matters be voted on at the annual meeting?.......................2
   Can I revoke my proxy instructions?.........................................2
   What other information should I review before voting?.......................2
PROPOSAL 1:  AMENDMENT TO THIRD RESTATED CERTIFICATE OF INCORPORATION,
     AS AMENDED, TO INCREASE THE NUMBER OF  SHARES OF COMMON STOCK
     AUTHORIZED FOR ISSUANCE THEREUNDER........................................3
   Proposal....................................................................3
   Reasons for Amendment.......................................................3
   Vote Required...............................................................4
   Recommendation..............................................................4
PROPOSAL 2:  ELECTION OF DIRECTORS.............................................4
   Introduction................................................................4
   Vote Required...............................................................4
   Recommendation..............................................................4
   Information Regarding the Nominees and Executive Officers...................5
   The Board of Directors and Its Committees...................................6
   Section 16(a) Beneficial Ownership Reporting Compliance.....................7
   Certain Relationships and Related Transactions..............................7
PRINCIPAL AND MANAGEMENT STOCKHOLDERS..........................................7
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS...............................9
   Director Compensation.......................................................9
   Executive Compensation.....................................................10
   Summary Compensation Table.................................................10
   Options Granted in Last Fiscal Year........................................10
   Aggregated Option Exercises in Last Fiscal Year and
      Fiscal Year End Option Values...........................................11
   Employment Contracts, Termination of Employment and
      Change-of-Control Arrangements..........................................11
REPORT OF THE COMPENSATION COMMITTEE..........................................12
   Compensation Committee Interlocks and Insider Participation................13
REPORT OF THE AUDIT COMMITTEE.................................................13
INDEPENDENT ACCOUNTANTS.......................................................14
   Audit Fees.................................................................14
   Financial Information Systems Design and Implementation Fees...............14
   All Other Fees.............................................................14
STOCK PERFORMANCE GRAPH.......................................................14
OTHER MATTERS.................................................................15
   Expenses of Solicitation...................................................15
   Stockholder Proposals for 2002 Annual Meeting..............................15
APPENDIX A...................................................................A-1


                                       (i)


<PAGE>


                                      AVANT
                                         IMMUNOTHERAPEUTICS,  INC.


                                                                  March 30, 2001

                         AVANT IMMUNOTHERAPEUTICS, INC.
                                119 Fourth Avenue
                          Needham, Massachusetts 02494

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

                                 PROXY STATEMENT

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


     This proxy statement is furnished to the holders of common stock, par value
$.001 per share, of AVANT Immunotherapeutics, Inc. in connection with the
solicitation of proxies by and on behalf of the Board of Directors of AVANT for
the 2001 annual meeting of stockholders to be held at our offices located at 119
Fourth Avenue, Needham, Massachusetts on May 10, 2001, and at any adjournments
or postponements thereof. This proxy statement and the accompanying notice of
annual meeting of stockholders and proxy card are first being mailed to
stockholders on or about March 30, 2001.

                 QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

What is the purpose of the annual meeting?

     At the annual meeting, stockholders will act upon the matters set forth in
the accompanying notice of meeting, including the amendment of the Third
Restated Certificate of Incorporation, as amended, of AVANT and the election of
directors.

Who is entitled to vote?

     If our records show that you are a stockholder as of the close of business
on March 16, 2001, which is referred to as the record date, you are entitled to
receive notice of the annual meeting and to vote the shares of common stock that
you held on the record date. Each outstanding share of common stock entitles its
holder to cast one vote for each matter to be voted upon.

Can I attend the meeting?

     All stockholders of record of shares of common stock of AVANT at the close
of business on the record date, or their designated proxies, are authorized to
attend the annual meeting. Each stockholder or proxy will be asked to present a
form of valid picture identification, such as a driver's license or passport.

What constitutes a quorum?

     The presence, in person or by proxy, of holders of at least a majority of
the total number of outstanding shares of common stock entitled to vote is
necessary to constitute a quorum for the transaction of business at the annual
meeting. As of the record date, there were 57,316,488 shares of common stock
outstanding and entitled to vote at the annual meeting. Shares that reflect
votes withheld for director nominees, abstentions or "broker non-votes" (i.e.,
shares represented at the meeting held by brokers or nominees as to which
instructions have not been received from the beneficial owners or persons
entitled to vote such shares and the broker or nominee does not have
discretionary voting power to vote such shares) will be counted for purposes of
determining whether a quorum is present for the transaction of business at the
annual meeting.

                                        1

<PAGE>

How do I vote?

     Voting by Proxy Holders for Shares Registered Directly in the Name of the
Stockholder. If you hold your shares in your own name as a holder of record, you
may instruct the proxy holders named in the enclosed proxy card how to vote your
common shares by signing, dating and mailing the proxy card in the postage-paid
envelope that has been provided to you by AVANT.

     Voting by Proxy Holders for Shares Registered in the Name of a Brokerage
Firm or Bank. If your common shares are held by a broker, bank or other nominee
(i.e., in "street name"), you will receive instructions from your nominee which
you must follow in order to have your common shares voted.

     Vote by Mail. If you would like to vote by mail, mark your proxy card, sign
and date it, and return it to ADP Financial  Services,  Inc. in the postage-paid
envelope provided.

     Vote in Person. If you are a registered stockholder and attend the annual
meeting, you may deliver your completed proxy card in person. "Street name"
stockholders who wish to vote at the meeting will need to obtain a proxy form
from the broker, bank or other nominee that holds their common shares of record.

Will other matters be voted on at the annual meeting?

     We are now not aware of any other matters to be presented at the annual
meeting other than those described in this proxy statement. If any other matters
not described in the proxy statement are properly presented at the meeting,
proxies will be voted in accordance with the best judgment of the proxy holders.

Can I revoke my proxy instructions?

     You may revoke your proxy at any time before it has been exercised by:

     o    filing a written revocation with the Secretary of AVANT at the address
          set forth below;

     o    filing a duly executed proxy bearing a later date; or

     o    appearing in person and voting by ballot at the annual meeting.

     Any stockholder of record as of the record date attending the annual
meeting may vote in person whether or not a proxy has been previously given, but
the presence (without further action) of a stockholder at the annual meeting
will not constitute revocation of a previously given proxy.

What other information should I review before voting?

     For your review, our 2000 annual report, including financial statements for
the fiscal year ended December 31, 2000, is being mailed to stockholders
concurrently with this proxy statement. The annual report, however, is not part
of the proxy solicitation material. For your further review, a copy of our
annual report filed with the Securities and Exchange Commission (the "SEC") on
Form 10-K, including the financial statements, may be obtained without charge by
writing to the Secretary of AVANT at the following address: 119 Fourth Avenue,
Needham, Massachusetts 02494-2725.

                                        2

<PAGE>

                     PROPOSAL 1: AMENDMENT TO THIRD RESTATED
       CERTIFICATE OF INCORPORATION, AS AMENDED, TO INCREASE THE NUMBER OF
            SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE THEREUNDER

Proposal

     The Board of Directors has approved, declares it advisable and in the best
interests of AVANT Immunotherapeutics, Inc. (the "Corporation") and its
stockholders, and recommends that the first paragraph of Article FOURTH of the
Third Restated Certificate of Incorporation, as amended, of the Corporation be
amended to increase the number of authorized shares of common stock from
75,000,000 to 100,000,000. The text of the amendment is as follows:

     "FOURTH: The total number of shares of capital stock which the Corporation
shall have the authority to issue is 103,000,000 shares of which (i) 100,000,000
shares shall be common stock, par value $.001 per share (the "Common Stock") and
(ii) 3,000,000 shares shall be preferred stock, par value $.01 per share, all of
which shall be designated Class C Preferred Stock ("Class C Stock") of which
350,000 shall be designated Series C-1 Junior Participating Cumulative Preferred
Stock (the "Series C-1 Preferred Stock")."

Reasons for Amendment

     AVANT's authorized capital stock currently consists of a total of
75,000,000 shares of common stock, 1,163,102 shares of Series B preferred stock,
par value $2.00 per share, and 3,000,000 shares of Series C preferred stock,
$.01 par value per share. All of the authorized shares of the Series B preferred
stock were redeemed and can never be reissued. The Series C preferred stock
includes 350,000 shares designated by the Board of Directors as Series C-1
Junior Participating Cumulative preferred stock, which shares are issuable upon
the exercise of Preferred Stock Purchase Rights issued pursuant to a Shareholder
Rights Agreement, dated as of November 10, 1994, by and between AVANT and State
Street Bank and Trust Company, as rights agent. There are no preemptive rights
associated with the common stock. As of the record date, there were issued and
outstanding 57,316,488 shares of common stock, options to purchase approximately
2,886,906 shares of common stock, warrants to purchase approximately 1,920,919
of common stock and performance share awards with respect to 100,000 shares of
common stock. There are no shares of Series B or Series C preferred stock issued
and outstanding.

     The Board of Directors believes that it is in our best interests to have
additional authorized shares of common stock available for issuance. AVANT
expends substantial funds on research and development and other
commercialization activities, including obtaining the rights to use
complementary technologies, marketing activities and administrative support of
these activities. Our Board of Directors believes that having the additional
shares authorized and available for issuance will give us greater flexibility in
considering potential future actions involving the issuance of stock which may
be desirable or necessary to accommodate AVANT's business plan, including
capital raising transactions and possible future acquisitions. We have no
current plans to issue any portion of the additional shares of common stock.

     The additional shares of common stock to be authorized by adoption of the
AVANT Share Increase proposal would have rights identical to the currently
issued and outstanding shares of common stock. Adoption of this proposal and the
issuance of common stock would not affect the rights of the holders of currently
issued and outstanding common stock, except for effects incidental to increasing
the number of shares of common stock issued and outstanding, including possible
dilution of the equity interests of existing stockholders or reduction of the
proportionate voting power of existing stockholders. In addition, the issuance
of additional shares could have the effect of making it more difficult for a
third party to acquire a majority of the outstanding voting stock of AVANT,
thereby delaying, deferring or preventing a change in control of AVANT, although
this is not the intention of the AVANT Share Increase proposal. If the AVANT
Share Increase proposal is adopted, it will become effective upon the filing of
a Certificate of Amendment to the AVANT Charter with the Secretary of State of
Delaware.

                                        3

<PAGE>

     The additional shares of common stock may be issued, subject to certain
exceptions, by our Board of Directors at such times, in such amounts, and upon
such terms as the Board may determine without further approval of the
stockholders. Stockholders have no preemptive rights to subscribe to additional
shares when issued.

Vote Required

     Under Section 242 of the General Corporation Law of the State of Delaware,
the affirmative vote of a majority of the outstanding shares of stock present in
person or represented by proxy at the meeting and entitled to vote on this
proposal is required for the approval of the amendment to the Third Restated
Certificate of Incorporation, as amended, of AVANT. Please note, however, that
brokers do not have discretionary authority to vote shares of common stock held
in street name. Therefore, the failure of beneficial owners of such shares to
give voting instructions to brokers will result in a broker non-vote. Broker
non-votes, abstentions and the failure to vote will have the same effect as
votes cast against approval of the proposal.

Recommendation

     OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE AMENDMENT OF
THE THIRD RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED. PROXIES SOLICITED
BY THE BOARD WILL BE VOTED FOR THIS PROPOSAL UNLESS INSTRUCTIONS TO THE CONTRARY
ARE GIVEN.

                        PROPOSAL 2: ELECTION OF DIRECTORS

Introduction

     Seven directors, constituting the entire Board of Directors, are to be
elected at the annual meeting. Each of the nominees listed below is currently a
director of AVANT and has consented to be nominated and to serve if elected. In
the event that a vacancy may occur during the year, such vacancy may be filled
by the Board of Directors for the remainder of the full term. All nominees will
be elected to serve until the next annual meeting of stockholders and until
their successors are duly elected and qualified. In the event any of these
nominees shall be unable to serve as a director, the shares represented by the
proxy will be voted for the person, if any, who is designated by the Board of
Directors to replace the nominee.

Vote Required

     Directors must be elected by a plurality of the votes of the shares of
common stock present in person or represented by proxy and entitled to vote on
the issue at the annual meeting. Votes may be cast for or withheld from each
nominee. Votes cast for the nominees will count as "yes votes"; votes that are
withhold from the nominees or broker non-votes will be excluded entirely from
the vote and will have no effect.

Recommendation

     THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THEIR NOMINEES.
PROXIES SOLICITED BY THE BOARD WILL BE VOTED FOR EACH OF THE NOMINEES UNLESS
INSTRUCTIONS TO WITHHOLD OR TO THE CONTRARY ARE GIVEN.

                                        4

<PAGE>

Information Regarding the Nominees and Executive Officers

     The following table sets forth the nominees for the Board of Directors,
their ages and the year in which each first became a director.

                                                                      Year First
                    Nominee                   Age             Became Director
                    -------                   ---             ---------------
      J. Barrie Ward, Ph.D.                    62                  1998
      Una S. Ryan, Ph.D.                       59                  1996
      Frederick W. Kyle                        68                  1998
      Thomas R. Ostermueller                   52                  1994
      Harry H. Penner, Jr.                     55                  1997
      Peter A. Sears                           62                  1999
      Karen Shoos Lipton                       47                  2001

     The following biographical descriptions set forth certain information with
respect to the nominees for election as directors at the annual meeting and the
executive officers who are not directors, based on information furnished to
AVANT by each nominee and executive officer. The following information is
correct as of March 1, 2001.

     Nominees for Election as Directors

     J.  Barrie  Ward,  Ph.D.  Dr.  Ward has served as  Chairman of the Board of
Directors  of AVANT since  August 1998.  Currently  Dr. Ward is Chief  Executive
Officer of KuDOS Pharmaceuticals Ltd. in Cambridge,  England. Previously, he was
Chairman of the Board of Directors and Chief Executive Officer of Virus Research
Institute,  Inc. from July 1994 to August 1998.  From 1984 to 1994, Dr. Ward was
Director of the Microbiology  Division of Glaxo Research and Development Ltd. He
currently serves as Chairman of the Board of Directors of Sense Proteomics Ltd.

     Una S. Ryan, Ph.D. Dr. Ryan has been Chief Executive Officer of AVANT since
August 1996 and President, Chief Operating Officer and a director of AVANT since
May 1996. Dr. Ryan joined us as Vice  President,  Research and Chief  Scientific
Officer in May 1993. She is also Research  Professor of Medicine at the Whitaker
Cardiovascular  Institute of the Boston University School of Medicine.  Prior to
joining AVANT, Dr. Ryan was Director of Health Sciences at Monsanto Company from
January 1990 to November  1992 and Research  Professor of Surgery,  Medicine and
Cell Biology at Washington  University School of Medicine from 1990 to 1993. Dr.
Ryan is a member of the Governing Body of Biotechnology Industry  Organization's
(BIO) Emerging  Companies  Section and serves on the Board of the  Massachusetts
Biotechnology Council. She is currently a director of U.S. Biosystems,  Inc. and
IQUUM, Inc.

     Frederick W. Kyle. Mr. Kyle has been a director since August 1998. He was a
director of VRI from July 1996 to August 1998. He has been a consultant to
companies in the healthcare field since January 1994. From December 1991 until
January 1994 he was Senior Vice President of the American Red Cross. For eleven
years prior to that he was with SmithKline Beecham Pharmaceuticals (now
GlaxoSmithKline), most recently as President of Worldwide Pharmaceutical
Operations and as a member of the Board of Directors of SmithKline Beecham plc.
He is currently a director of Computerized Medical Systems, Inc., Arrail Dental
Limited and Cytometrics, Inc.

     Thomas R.  Ostermueller.  Mr.  Ostermueller  has been a director  since May
1994. He is currently a Management  Consultant with A.T.  Kearney,  Inc. and has
held that position since March 1998. Previously,  he served as President,  Chief
Executive Officer and a director of V.I.  Technologies,  Inc. from February 1995
to September  1997, and Executive Vice President,  Chief  Operating  Officer and
member of the Board of Trustees of the New York Blood Center from  February 1993
to 1995. He was Executive Vice President of the Mead Johnson  Nutritional Group,
Bristol-Myers Squibb from 1990 to 1993, and Vice President of Bristol-Myers from
July 1988 until 1990.

                                        5

<PAGE>

     Harry H. Penner,  Jr. Mr. Penner has been a director since January 1997. He
is  currently  President,  Chief  Executive  Officer  and a director of Neurogen
Corporation  and has held that position  since  December  1993.  Previously,  he
served as Executive  Vice  President  of Novo Nordisk A/S and  President of Novo
Nordisk  of North  America,  Inc.  from  1988 to 1993.  From 1985 to 1988 he was
Executive Vice President and General  Counsel of Novo Nordisk A/S. He has served
as Chairman of the Board of Directors for the  Connecticut  Technology  Council,
Co-Chairman of Connecticut United for Research  Excellence,  and Director of the
Connecticut Business and Industry Associates.  He currently serves on the Boards
of  Genaissance  Pharmaceuticals,  Inc,  PRA  International,  Inc.  and  Packard
Bioscience Company.

     Peter A. Sears.  Mr. Sears has been a director  since May 1999. He recently
retired as Vice President, Business Investments,  SmithKline Beecham Corporation
(now  GlaxoSmithKline),   and  President  and  Founder  of  S.R.  One,  Limited,
SmithKline's  venture capital fund. He was with SmithKline and S.R. One, Limited
from  1985 to 1999.  Since  1997,  Mr.  Sears  has  been  Adjunct  Professor  of
Management,  Johnson  School of  Management,  Cornell  University.  He currently
serves on the Board of  Directors  of Annovis,  Inc.,  Clareds,  Inc.  and Alere
Medical, Inc.

     Karen Shoos Lipton. Ms. Lipton was appointed Chief Executive Officer of the
American  Association  of Blood Banks in October 1994.  Previously  she has held
senior  positions at the American Red Cross since 1984,  including Acting Senior
Vice  President,  Biomedical  Services  (1993-1994)  and  Secretary  and General
Counsel (1990-1993). Prior to the American Red Cross, Ms. Lipton was a lawyer in
private  practice.  Ms. Lipton  currently serves on the Department of Health and
Human Services, Advisory Committee on Blood Safety and Availability.

     Executive Officers

     The following persons are executive officers who are not directors of
AVANT. Officers are elected annually by the Board of Directors until their
successors are duly elected and qualified.


<TABLE>
<CAPTION>
            Name of Individual                Age                Position and Office
            ------------------                ---                -------------------
<S>                                           <C>    <C>
Avery W. Catlin.........................      52     Senior Vice President,
                                                        Chief Financial Officer and Secretary
Henry C. Marsh, Jr., Ph.D...............      51     Vice President, Research
Alistair W.E. Wheeler, M.D..............      42     Vice President, Medical Affairs
</TABLE>


     Avery W. Catlin.  Mr. Catlin joined AVANT in January 2000. Prior to joining
us, he served as Vice  President,  Operations and Finance,  and Chief  Financial
Officer of Endogen,  Inc., a public life science research products company, from
1996 to 1999. From 1992 to 1996, Mr. Catlin held various financial  positions at
Repligen Corporation,  a public biopharmaceutical  company, serving the last two
years as Chief  Financial  Officer.  Earlier in his career,  Mr. Catlin held the
position of Chief Financial  Officer at MediSense,  Inc., a  Massachusetts-based
medical device company.

     Henry C. Marsh,  Jr., Ph.D.  Dr. Marsh joined AVANT as Senior  Scientist in
1986 and has been Vice President,  Research since May 1998. Prior to joining us,
he was employed as a scientist at Abbott  Laboratories  of North Chicago and the
Research Triangle Institute in North Carolina.

     Alistair  W.E.  Wheeler,  M.D.  Dr.  Wheeler  joined  AVANT  in July  1999.
Previously,  Dr. Wheeler was an independent  consultant to major  pharmaceutical
companies and clinical  research  organizations  from 1997 to 1999. From 1994 to
1997, Dr. Wheeler was employed by Astra USA as Director of Clinical Research and
Senior  Director,  Clinical  Operations.  From  1991 to 1994,  Dr.  Wheeler  was
employed by Hoffman-La Roche as Director,  Respiratory Medicine.  Prior to that,
Dr. Wheeler was Clinical Research Physician at Glaxo Group Research.

The Board of Directors and Its Committees

     Board of Directors. AVANT is managed by a seven member Board of Directors,
a majority of whom are independent of our management. Our Board of Directors met
eight times in 2000. Each of the Directors attended at least 75% of the
aggregate of (i) the total number of meetings of our Board of Directors (held
during the period for

                                        6

<PAGE>

which such directors served on the Board of Directors) and (ii) the total number
of meetings of all committees of our Board of Directors on which the Director
served (during the periods for which the director served on such committee or
committees).

     Audit Committee. The Board of Directors has established an Audit Committee
consisting of Harry H. Penner, Jr., Frederick W. Kyle and Peter A. Sears. The
Audit Committee makes recommendations concerning the engagement of independent
public accountants, reviews with the independent public accountants the scope
and results of the audit engagement, approves professional services provided by
the independent public accountants, reviews the independence of the independent
public accountants, considers the range of audit and non-audit fees, and reviews
the adequacy of our internal accounting controls. Our Board has adopted an Audit
Committee Charter, a copy of which is attached to this statement as Appendix A.
Each member of the audit committee is "independent" as that term is defined in
the rules of the Securities and Exchange Commission and the applicable listing
standards of Nasdaq. The Audit Committee met four times during 2000.

     Compensation Committee. The Board of Directors has established a
Compensation Committee consisting of Thomas R. Ostermueller and John W.
Littlechild. The primary function of the Compensation Committee is to assist the
Board in the establishment of compensation for the Chief Executive Officer and,
upon her recommendation, to approve the compensation of other officers and
senior employees and to approve certain other personnel and employee benefit
matters. The Compensation Committee met twice during 2000.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
AVANT's officers and directors, and persons who are beneficial owners of more
than 10% of a registered class of our equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
(the "SEC"). Officers, directors and greater than 10% beneficial owners are
required by SEC regulations to furnish AVANT with copies of all Section 16(a)
forms they file. To our knowledge, based solely on review of the copies of such
reports furnished to us, and written representations that no other reports were
required during the fiscal year ended December 31, 2000, all Section 16(a)
filing requirements applicable to such persons were satisfied.

Certain Relationships and Related Transactions

     Mr. Sears, a director since May 1999 and current nominee for director
purchased 50,000 shares of common stock of AVANT at $1.92 per share, having an
aggregate value of $96,000, in connection with our private placement of stock in
September 1999 and purchased an additional 12,739 shares of common stock of
AVANT at $7.85 per share, having an aggregate value of $100,001, in connection
with our private placement of stock in July 2000. See "Principal and Management
Stockholders."

                      PRINCIPAL AND MANAGEMENT STOCKHOLDERS

     The following table sets forth the amount of common stock beneficially
owned as of March 1, 2001 by the following people:

     o    each director and nominee for director;

     o    the Chief Executive Officer and the four other most highly compensated
          executive officers whose total salary and bonus exceeded $100,000
          during 2000;

     o    all directors and officers as a group; and

     o    each person known by AVANT to hold more than 5% of our outstanding
          common stock.

                                        7

<PAGE>


<TABLE>
<CAPTION>
                                                                             Amount and
                                                                             Nature of
                    Name and Business Address of                             Beneficial            Percentage of
                         Beneficial Owners*                                 Ownership(1)          Common Stock(2)
                         -----------------                                  ------------          ---------------
<S>                                                                        <C>                          <C>
Directors and Executive Officers
J. Barrie Ward, Ph.D............................................             561,364(3)                 1.0%
Una S. Ryan, Ph.D...............................................             648,138(4)                 1.1%
Frederick W. Kyle...............................................              31,000(5)                  **
John W. Littlechild.............................................           2,765,402(6)                 4.8%
Thomas R. Ostermueller..........................................              52,500(7)                  **
Harry H. Penner, Jr.............................................              45,000(8)                  **
Peter A. Sears..................................................              82,739(9)                  **
Karen Shoos Lipton, J.D.........................................                  --                     **
Henry C. Marsh, Jr., Ph. D......................................              95,739(10)                 **
Avery W. Catlin.................................................              50,500(11)                 **
Alistair W.E. Wheeler, M.D......................................              10,780(12)                 **

5% Holders
Dresdner RCM Global Investors LLC...............................           3,311,700(13)                5.8%

All Directors and executive officers as a group.................           4,343,162(14)                7.4%
(Consisting of 11 persons)
</TABLE>


----------
*    Unless otherwise  indicated,  the address is c/o AVANT  Immunotherapeutics,
     Inc., 119 Fourth Avenue, Needham Massachusetts 02494-2725.

** Less than 1%.

(1)  Unless otherwise indicated, the persons shown have sole voting and
     investment power over the shares listed.

(2)  Common stock includes all outstanding common stock plus, as required for
     the purpose of determining beneficial ownership (in accordance with Rule
     13d-3(d)(1) of the Securities Exchange Act of 1934, as amended), all common
     stock subject to any right of acquisition, through exercise or conversion
     of any security, within 60 days of the record date.

(3)  Includes 450,974 shares of common stock issuable upon exercise of options
     which are vested or will vest within 60 days of the record date and 4,616
     shares issuable with respect to immediately exercisable warrants.

(4)  Includes  609,095  shares of common stock issuable upon exercise of options
     which are vested or will vest within 60 days of the record  date.  Includes
     options to purchase  288,218 shares of common stock held by the Una S. Ryan
     Grantor  Retained Annuity Trust. The trust was created in January 2001, for
     the benefit of Dr. Ryan's children. Dr. Ryan is the trustee of the trust.

(5)  Consists of 26,600 shares of common stock issuable upon exercise of options
     which are vested or will vest within 60 days of the record date and 2,400
     shares issuable with respect to immediately exercisable warrants. The
     business address of Mr. Kyle is 1900 Rittenhouse Square, 15B, Philadelphia,
     Pennsylvania 19103.

(6)  On February 7, 2001, HealthCare Ventures II, L.P. filed an amended Schedule
     13G with the Securities and Exchange Commission ("SEC"). This amendment was
     filed  jointly with  HealthCare  Partners II, L.P.  ("HCP II"),  HealthCare
     Ventures III, L.P. ("HCV III"),  HealthCare Partners III, L.P. ("HCP III"),
     HealthCare Ventures IV, L.P. ("HCV IV"), HealthCare Partners IV, L.P. ("HCP
     IV"), John W. Littlechild,  James H. Cavanaugh, Ph.D., Harold R. Werner and
     William Crouse. In this amended filing the following  beneficial  ownership
     was reported as of December 31, 2000: (i) HCV II and HCP II reported shared
     voting and  dispositive  power with respect to 117,395  shares all of which
     are immediately  exercisable

                                        8

<PAGE>

     warrants to purchase the same number of shares of common stock of AVANT;
     (ii) HCV III and HCP III reported shared voting and dispositive power with
     respect to 2,046,908 shares of common stock, consisting of 1,753,971 shares
     of common stock and 292,937 immediately exercisable warrants to purchase
     the same number of shares of common stock of AVANT; (iii) HCV IV and HCP IV
     reported shared voting and dispositive power with respect to 601,099 shares
     of common stock, consisting of 515,074 shares of common stock and 86,025
     immediately exercisable warrants to purchase the same number of shares of
     common stock of AVANT; and (iv) Messrs. Littlechild, Cavanaugh, Werner and
     Crouse reported shared voting and dispositive power with respect to
     2,765,402 shares of common stock, consisting of 2,269,045 shares of common
     stock and 496,357 immediately exercisable warrants to purchase the same
     number of shares of common stock of AVANT. Messrs. Littlechild, Cavanaugh,
     Werner and Crouse are general partners of HCP II, which is the general
     partner of HCV II. Messrs. Littlechild, Cavanaugh, Werner and Crouse are
     general partners of each of HCP III and HCP IV, which are the general
     partners of HCV III and HCV IV, respectively. The business address of all
     parties other than Mr. Littlefield is 44 Nassau Street, Princeton, New
     Jersey 08542. The business address of Mr. Littlechild is One Kendall
     Square, Building 300, Cambridge, Massachusetts 02139.

(7)  Includes  50,000  shares of common stock  issuable upon exercise of options
     which are  vested  or will vest  within  60 days of the  record  date.  The
     business address of Mr.  Ostermueller is c/o A.T.  Kearney,  Inc., 153 East
     53rd Street, New York, New York 10022.

(8)  Includes 40,000 shares of common stock issuable upon exercise of options
     which are vested or will vest within 60 days of the record date. The
     business address of Mr. Penner is Neurogen Corporation, 35 Northeast
     Industrial Road, Branford, Connecticut 06405.

(9)  Includes  20,000  shares of common stock  issuable upon exercise of options
     which are  vested  or will vest  within  60 days of the  record  date.  The
     business  address of Mr.  Sears is 9 Paul Road,  St.  Davids,  Pennsylvania
     19087.

(10) Includes 89,904 shares of common stock issuable upon exercise of options
     which are vested or will vest within 60 days of the record date.

(11) Includes 50,000 shares of common stock issuable upon exercise of options
     which are vested or will vest within 60 days of the record date.

(12) Includes 5,000 shares of common stock issuable upon exercise of options
     which are vested or will vest within 60 days of the record date.

(13) On February 7, 2001, Dresdner RCM Global Investors LLC ("Dresdner RCM")
     filed a Schedule 13G with the SEC reporting its beneficial ownership of
     common stock of AVANT. This Schedule 13G was filed jointly with Dresdner
     RCM Global Investors US Holdings LLC ("DRCM Holdings") and Dresdner Bank AG
     ("Dresdner"). Each of the three entities reported beneficial ownership as
     of December 31, 2000 of 3,311,700 shares of common stock consisting of: (i)
     sole voting power with respect to 2,816,200 shares of common stock; (ii)
     sole dispositive power with respect to 3,155,000 shares of common stock and
     (iii) shared dispositive power with respect to 156,700 shares of common
     stock. The business address of Dresdner RCM and DRCM Holdings is Four
     Embarcadero Center, San Francisco, California 94111 and the business
     address of Dresdner is Jurgen-Ponto-Platz 1, 60301 Frankfurt, Germany.

(14) Includes 1,341,573 shares of Common Stock issuable upon exercise of options
     which are vested or will vest within 60 days of the Record Date and 503,373
     shares issuable with respect to immediately exercisable warrants.

                COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Director Compensation

     Directors who are not employees of AVANT are each entitled to receive a
retainer fee of $5,000 each fiscal year. Each Board committee Chairman receives
an additional retainer fee of $5,000. In addition, each non-employee director is
entitled to receive $1,000 for attendance at each meeting of the Board of
Directors and $500 for

                                        9

<PAGE>

attendance at each meeting of a Board committee. The AVANT 1999 Stock Option and
Incentive Plan provides for annual automatic grants to each independent director
of an option to purchase  10,000  shares of common stock with vesting  after one
year, a ten year term and with an exercise  price equal to the fair market value
of the common  stock on the day of grant.  As of the record  date,  the  current
independent directors had the following stock options outstanding:  Frederick W.
Kyle--36,600;  Thomas R.  Ostermueller--62,500;  Harry H.  Penner,  Jr.--50,000;
Peter A. Sears--30,000, and Karen S. Lipton--10,000.

Executive Compensation

     Summary Compensation Table. The following table shows, for the fiscal years
ended December 31, 2000, December 31, 1999 and December 31, 1998, the cash
compensation paid by AVANT, as well as other compensation paid or accrued for
these fiscal years, to the Chief Executive Officer and the four other most
highly compensated officers whose total compensation for 2000 exceeded $100,000.

                           Summary Compensation Table


<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
                                                                                  Long-Term
                                                                                Compensation
                                                   Annual Compensation             Awards
                                            ---------------------------------- ---------------- ---------------------
  Name and Principal Position       Year         Salary            Bonus         Securities
                                                                                 Underlying          All Other
                                                                                   Options        Compensation(1)
                                                  ($)               ($)              (#)                ($)
---------------------------------------------------------------------------------------------------------------------
<S>                                 <C>          <C>                <C>            <C>                 <C>
Una S. Ryan, Ph.D.                  2000         278,066            55,057         245,000             2,100
President and Chief                 1999         269,535            60,000         350,000             2,000
  Executive Officer                 1998         263,194                --         150,000               995
---------------------------------------------------------------------------------------------------------------------
Fritz Casselman (2)                 2000         173,077            50,000          200,000               --
Senior Vice President,  Strategy    1999              --                --               --               --
  and Corporate Development         1998              --                --               --               --
---------------------------------------------------------------------------------------------------------------------
Avery W. Catlin                     2000         178,615            23,760         200,000             1,518
Senior Vice President and Chief     1999              --                --               --               --
  Financial Officer                 1998              --                --               --               --
---------------------------------------------------------------------------------------------------------------------
Henry C. Marsh, Jr., Ph.D.          2000         150,835            19,910          35,000             1,334
Vice President, Research            1999         146,152            20,000              --             1,258
                                    1998         138,865                --          39,000             1,250
---------------------------------------------------------------------------------------------------------------------
Alistair W.E. Wheeler, M.D.         2000         146,577            20,122          40,000               704
Vice President, Medical Affairs     1999          53,365                --          50,000               470
                                    1998              --                --              --                --
---------------------------------------------------------------------------------------------------------------------
</TABLE>


(1)  Includes only AVANT's matching cash contribution to the 401(k) Savings Plan
     of each named executive officer. Premiums paid for life insurance under the
     Company's nondiscriminatory group plan are not included.

(2)  Mr. Casselman resigned from AVANT as of February 5, 2001.


Options Granted in Last Fiscal Year

     The following table sets forth each grant of stock options made during the
2000 fiscal year to each of the executive officers named in the Summary
Compensation Table above:

                                       10

<PAGE>


<TABLE>
<CAPTION>
  -------------------------------------------------------------------------------------------------------------------
                                                                                              Potential Realizable
                                                                                            Value at Assumed Annual
                                                                                                   Rates of
                                                                                              Price Appreciation
                                     Individual Grants                                           for Option Term
  -------------------------------------------------------------------------------------------------------------------
                                Number of       Percent of
                                Securities    Total Options     Exercise
                                Underlying      Granted to      Per Share
                                 Options       Employees in       Price      Expiration
                                Granted (#)   Fiscal Year (1)   ($/Sh)(2)       Date          5% ($)       10% ($)
  ---------------------------- ------------- ----------------- ------------ -------------- ------------ -------------
<S>                               <C>             <C>              <C>        <C>            <C>         <C>
  Una S. Ryan, Ph.D.              165,000         15.6%            2.4065     01/06/10       249,717       632,831
                                   80,000          7.5%            8.5310     11/17/10       429,208     1,087,697
  ---------------------------- ------------- ----------------- ------------ -------------- ------------ -------------
  Fritz Casselman                 200,000         18.7%            4.0625     01/14/10       510,977     1,294,916
  ---------------------------- ------------- ----------------- ------------ -------------- ------------ -------------
  Avery W. Catlin                 200,000         18.7%            2.2815     01/05/10       286,965       727,225
  ---------------------------- ------------- ----------------- ------------ -------------- ------------ -------------
  Henry C. Marsh, Jr., Ph.D.       25,000          2.4%            2.4065     01/06/10        37,836        95,884
                                   10,000          0.9%            8.5310     11/17/10        53,651       135,962
  ---------------------------- ------------- ----------------- ------------ -------------- ------------ -------------
  Alistair W.E. Wheeler, M.D.      20,000          1.9%            2.4065     01/06/10        30,269        76,707
                                   20,000          1.9%            8.5310     11/17/10       107,302       271,924
  ---------------------------- ------------- ----------------- ------------ -------------- ------------ -------------
</TABLE>


(1)  During 2000, a total of 1,060,350 options were granted to employees of
     AVANT. The percentages were calculated as if those options granted in 2000,
     which were subsequently canceled, remained outstanding as of the end of
     2000. For a description of each option grant, see "Report of the
     Compensation Committee."

(2)  Equal to the average of the high and low market prices of the common stock
     on the grant date.


Aggregated  Option  Exercises  in Last  Fiscal  Year and Fiscal  Year End Option
Values

     The following table sets forth, for each of the executive officers named in
the Summary Compensation Table above, the shares of common stock acquired and
the value realized in each exercise of stock options during the 2000 fiscal year
and the fiscal year end number and value of unexercised options:


<TABLE>
<CAPTION>
  ----------------------------------------- -------------------------------------------------------------------------
                                                             Number of Securities
                                  Shares                   Underlying Unexercised          Value of Unexercised
                                 Acquired                 Options at Fiscal Year End        In-the-Money Options
                                   on          Value                 (#)                at Fiscal Year End (1) ($)
                                 Exercise     Realized  ------------------------------ ------------------------------
             Name                  (#)          ($)      Exercisable   Unexercisable   Exercisable    Unexercisable
  ----------------------------- ----------- ----------- -------------- --------------- ------------- ----------------
<S>                               <C>        <C>           <C>             <C>           <C>            <C>
   Una S. Ryan, Ph.D.                --          --        462,845         612,500       1,846,143      2,667,176
  ----------------------------- ----------- ----------- -------------- --------------- ------------- ----------------
  Fritz Casselman                    --          --             --         200,000             --         562,400
  ----------------------------- ----------- ----------- -------------- --------------- ------------- ----------------
  Avery W. Catlin                    --          --             --         200,000             --         918,600
  ----------------------------- ----------- ----------- -------------- --------------- ------------- ----------------
  Henry C. Marsh, Jr., Ph.D.      1,150       8,050         74,404          47,750        316,990         226,048
  ----------------------------- ----------- ----------- -------------- --------------- ------------- ----------------
  Alistair W.E. Wheeler, M.D.     7,500      52,578             --          77,500             --         270,410
  ----------------------------- ----------- ----------- -------------- --------------- ------------- ----------------
</TABLE>


(1)  Based on the $6.875 per share closing price of AVANT's common stock on
     December 29, 2000.


Employment   Contracts,   Termination   of  Employment   and   Change-of-Control
Arrangements

     Dr. Ryan entered into an agreement with AVANT on August 20, 1998 providing
for an annual base salary of at least $259,584 and under which, in the event
that she terminates her employment for good reason (as defined in the agreement)
within one year of a change in control (as defined in the AVANT
Immunotherapeutics, Inc. 1999 Stock Option and Incentive Plan) or she is
terminated by AVANT other than for cause (as defined by the agreement), she is
eligible for a lump sum payment of one year's salary, at the rate then in
effect, and continuation of health insurance benefits for a period of up to
twelve (12) months.

     Mr. Catlin has an agreement with AVANT under which he is eligible for a
severance payment of six month's base salary, continuation of health insurance
benefits and 100% vesting of all stock option grants in the event of his
termination following a change-of-control, as defined in the AVANT
Immunotherapeutics, Inc. 1999 Stock Option and Incentive Plan.

                                       11

<PAGE>

                      REPORT OF THE COMPENSATION COMMITTEE

     The Compensation Committee of the Board of Directors, which is comprised of
non-employee directors, is responsible for establishing and administering the
policies governing the compensation of AVANT's employees, including salary,
bonus and stock option grants. The policy of the Compensation Committee is to
compensate our employees with competitive salaries based on their level of
experience and job performance. All permanent employees, including executive
officers, are eligible for annual bonus awards based on achievement of AVANT's
strategic corporate goals, and participation in our stock option program. The
bonus awards and stock option grants are made in accordance with the AVANT
Performance Plan and 1999 Stock Option and Incentive Plan. The Compensation
Committee is also responsible for the administration of our 1994 Employee Stock
Purchase Plan, in which employees participate on a voluntary basis.

     In order to both attract and retain experienced and qualified executives to
manage AVANT, the Compensation Committee's policy on executive compensation is
to (i) pay salaries which are competitive with the salaries of executives in
comparable positions in the biotechnology industry, and (ii) allow for
additional compensation upon achievement of goals under the Performance Plan and
through the appreciation of stock-based incentive awards. This policy is
designed to have a significant portion of each executive's total compensation be
tied to AVANT's progress in order to incentivize the executive to fully dedicate
himself or herself to achievement of corporate goals, and to align the
executive's interest with those of our stockholders through equity incentive
compensation.

     Each executive officer (except the Chief Executive Officer whose
performance is reviewed by the Compensation Committee) has an annual performance
review with the Chief Executive Officer who makes recommendations on salary
increases, promotions and stock option grants to the Compensation Committee. The
recommended salary increases are based on the average salary increases expected
in the biotechnology industry in the Boston, Massachusetts area, with the
salaries in 2000 either at or slightly above the average of the salaries paid to
persons in comparable positions using an independently prepared 2000 employee
compensation survey of approximately 400 biotechnology companies.

     The bonus award is based on achievement of AVANT's strategic goals which
are set at the beginning of each fiscal year and measured against performance at
the end of the year by AVANT in accordance with the Performance Plan. For 2000
two sets of goals were applicable to all employees, including the executive
officers: (i) overall corporate goals and (ii) goals applicable to the
therapeutic programs. Both sets of goals were allocated between specific product
and financial performance targets. The Compensation Committee determined that,
based on AVANT's performance compared to the stated goals, 66% of the eligible
cash payout would be made under the Performance Plan for 2000. In 2000, the
stock option awards for the executive officers other than the Chief Executive
Officer consisted of grants made in conjunction with a review of the executives'
performance during the year. The Compensation Committee believes the number of
underlying shares are consistent with the stock option grant practices of other
companies in the biotechnology industry.

     Dr. Una Ryan, our President and Chief Executive Officer, received a salary
increase of 3% in 2000. Dr. Ryan's current base salary, which reflects the
salary increase, is within the range of base salaries paid to other Chief
Executive Officers in similar sized, publicly traded companies in the
biotechnology industry, based on the previously referenced 2000 employee
compensation survey. As discussed above, the Compensation Committee determined
that Dr. Ryan had met certain milestones in 2000 and that a cash payout of
$55,057 would be made to Dr. Ryan under the Performance Plan for 2000.

     On January 5, 2000, Mr. Catlin was granted an option to purchase 200,000
shares of common stock at an exercise price of $2.2815. These options vest over
four years and have a ten year term. On January 6, 2000, Drs. Ryan, Marsh and
Wheeler were granted options to purchase 165,000 shares, 25,000 shares and
20,000 shares, respectively, of AVANT common stock at an exercise price of
$2.4065. These options vest over four years and have a ten year term. On January
14, 2000, Mr. Casselman was granted an option to purchase 200,000 shares of
common stock at an exercise price of $4.0625. These options vest over four years
and have a ten year term. On November 17, 2000, Drs. Ryan, Marsh and Wheeler
were granted options to purchase 80,000 shares, 10,000 shares and 20,000

                                       12

<PAGE>

shares, respectively, of AVANT common stock at an exercise price of $8.5310.
These options vest over four years and have a ten year term.

                                                  Compensation Committee

                                                  Thomas Ostermueller, Chairman
                                                  John W. Littlechild

Compensation Committee Interlocks and Insider Participation

     During 2000, the Compensation Committee of the Board of Directors was
composed of two non-employee directors, Messrs. Thomas R. Ostermueller and John
W. Littlechild. None of these Compensation Committee members has been an officer
or employee of AVANT. No Compensation Committee interlocks between AVANT and
another entity exist.


                          REPORT OF THE AUDIT COMMITTEE

     The undersigned members of the Audit Committee of the Board of Directors of
AVANT submit this report in connection with the committee's review of the
financial reports for the fiscal year ended December 31, 2000 as follows:

     1.   The Audit Committee has reviewed and discussed with management the
          audited financial statements for AVANT for the fiscal year ended
          December 31, 2000.

     2.   The Audit Committee has discussed with representatives of
          PricewaterhouseCoopers LLP the matters which are required to be
          discussed with them under the provisions of SAS 61. That Statement of
          Accounting Standards requires the auditors to ensure that the Audit
          Committee received information regarding the scope and results of the
          audit.

     3.   The Audit Committee has discussed with PricewaterhouseCoopers LLP, the
          independent auditors, the auditors' independence from management and
          AVANT including the matters in the written disclosures and the letter
          from the independent auditors required by the Independence Standards
          Board, Standard No. 1.

     In addition, the Audit Committee considered whether the provision of
information technology services or other non-audit services by
PricewaterhouseCoopers LLP is compatible with maintaining its independence. In
reliance on the reviews and discussions referred to above, the Audit Committee
recommended to the Board of Directors (and the Board has approved) that the
audited financial statements be included in AVANT's Annual Report on Form 10-K
for the fiscal year ended December 31, 2000 for filing with the Securities and
Exchange Commission.

                                                  Audit Committee

                                                  Harry H. Penner, Jr., Chairman
                                                  Frederick W. Kyle
                                                  Peter A. Sears

                                       13

<PAGE>

                             INDEPENDENT ACCOUNTANTS

     On February 10, 1994, our Board of Directors approved the engagement of
PricewaterhouseCoopers, LLP as its independent accountants. We expect that a
representative from PricewaterhouseCoopers, LLP will be present at the annual
meeting to make a statement if he or she desires to do so and to respond to
appropriate questions.

Audit Fees

     Fees for the fiscal year 2000 audit and the review of Forms 10-Q are
$60,000, of which an aggregate amount of $14,000 has been billed through
December 31, 2000.

Financial Information Systems Design and Implementation Fees

     PricewaterhouseCoopers LLP did not render any services related to financial
information systems design and implementation for the fiscal year ended December
31, 2000.

All Other Fees

     Aggregate fees billed for all other services rendered by
PricewaterhouseCoopers LLP for the fiscal year ended December 31, 2000 are
$10,000.

                             STOCK PERFORMANCE GRAPH

     The graph below represents a comparison of the cumulative shareholder
return on the common stock for AVANT's last five fiscal years, including the
fiscal year ended December 29, 2000, with the cumulative total stockholder
return of the Nasdaq Stock Market (U.S.) Index and Nasdaq Pharmaceutical Stock
Index (which is made up of companies quoted on the Nasdaq National Market whose
Primary Industrial Classification Code is 283, Pharmaceutical Companies). The
graph assumes an investment of $100 made on December 31, 1995 in AVANT's common
stock and in the two indexes.

                                   LINE GRAPH


<TABLE>
<CAPTION>
  -------------------------------------------- ----------- ---------- ----------- ---------- ----------- ----------
                                                12/29/95   12/31/96    12/31/97   12/31/98    12/31/99   12/29/00
  -------------------------------------------- ----------- ---------- ----------- ---------- ----------- ----------
<S>                                               <C>        <C>         <C>        <C>         <C>        <C>
  AVANT Immunotherapeutics, Inc.                  $100       $ 52        $ 78       $ 56        $ 79       $220
  Nasdaq Stock Market (U.S.) Index                $100       $123        $151       $213        $395       $238
  Nasdaq Pharmaceutical Stock Index               $100       $100        $104       $132        $248       $308
  -------------------------------------------- ----------- ---------- ----------- ---------- ----------- ----------
</TABLE>


                                       14

<PAGE>

                                  OTHER MATTERS

Expenses of Solicitation

     The expense of preparing, printing and mailing the notice of annual meeting
of stockholders and proxy material, and all other expenses of soliciting proxies
will be borne by AVANT. We expect to retain ADP Financial Services, Inc. as
agent for soliciting proxies. Officers or other employees of AVANT may, without
additional compensation therefor, solicit proxies in person, by telephone,
facsimile, mail or the Internet. We may also reimburse brokerage firms, banks,
trustees, nominees and other persons for their expenses in forwarding proxy
material to the beneficial owners of shares held by them of record.

Stockholder Proposals for 2002 Annual Meeting

     Any stockholder proposals submitted pursuant to Exchange Act Rule 14a-8 for
inclusion in AVANT's proxy statement and form of proxy for our 2002 annual
meeting must be received by AVANT on or before November 30, 2001 in order to be
considered for inclusion in our proxy statement and form of proxy. Such
proposals must also comply with the requirements as to form and substance
established by the SEC if such proposals are to be included in the proxy
statement and form of proxy. Any such proposal should be mailed to: AVANT
Immunotherapeutics, Inc., 119 Fourth Avenue, Needham, Massachusetts 02494-2725,
Attn.: Secretary.

     Stockholder proposals to be presented at AVANT's 2002 annual meeting, other
than stockholder proposals submitted pursuant to Exchange Act Rule 14a-8, must
be received in writing at the principal executive office of AVANT
Immunotherapeutics, Inc., 119 Fourth Avenue, Needham, Massachusetts 02494-2725
not earlier than January 9, 2002, nor later than February 23, 2002 unless our
2002 annual meeting of stockholders is scheduled to take place before April 10,
2002 or after July 9, 2002. Our by-laws state that the stockholder must provide
timely written notice of such nomination or proposal and supporting
documentation as well as be present at such meeting, either in person or by a
representative. A stockholder's notice shall be timely received by AVANT at our
principal executive office not less than seventy-five (75) days nor more than
one hundred twenty (120) days prior to the anniversary date of the immediately
preceding annual meeting (the "Anniversary Date"); provided, however, that in
the event the annual meeting is scheduled to be held on a date more than thirty
(30) days before the Anniversary Date or more than sixty (60) days after the
Anniversary Date, a stockholder's notice shall be timely if received by AVANT at
our principal executive office not later than the close of business on the later
of (1) the seventy-fifth (75th) day prior to the scheduled date of such annual
meeting or (2) the fifteenth (15th) day following the day on which public
announcement of the date of such annual meeting is first made by AVANT. Proxies
solicited by our Board of Directors will confer discretionary voting authority
with respect to these proposals, subject to SEC rules and regulations governing
the exercise of this authority. Any such proposals shall be mailed to: AVANT
Immunotherapeutics, Inc., 119 Fourth Avenue, Needham, Massachusetts 02494-2725,
Attn.: Secretary.

                                       15

<PAGE>
                                                                      APPENDIX A

                             Audit Committee Charter

I.   INTRODUCTION

The Audit Committee is a committee of the Board of Directors. Its primary
function is to assist the Board in fulfilling its oversight responsibilities by
reviewing the financial information which will be provided to the shareholders
and others, the systems of internal controls which management and the Board of
Directors have established, and the audit process. The Audit Committee will also
ensure:

     o Effective oversight of the audit process.

     o    That management properly develops and adheres to a sound system of
          internal control.

     o    Independent communication and information flow between the Audit
          Committee and the internal audit function.

     o    Independent communication and information flow between the Audit
          Committee and the outside auditors.

     o    Candid discussions with management, the internal auditor, and outside
          auditors regarding issues implicating judgment and impacting quality.

     o Maintenance of an effective and efficient audit.

     o Diligent and knowledgeable Audit Committee membership.

II.  STRUCTURE

The membership of the Audit Committee shall consist of at least three
independent members of the Board of Directors who shall serve at the pleasure of
the Board of Directors. A minimum of three of the Audit Committee directors must
be financially literate, or must become financially literate within a reasonable
period of time after his or her appointment to the Audit Committee, and at least
one member of the Audit Committee must have accounting or related financial
management expertise. Such "literacy" signifies the ability to read and
understand fundamental financial statements, including a company's balance
sheet, income statement, and cash flow statement.

The Audit Committee will be comprised solely of independent directors. Under
exceptional and limited circumstances, one director who is not independent may
be appointed to the Audit Committee if the Board determines that membership on
the committee by the individual is required by the best interests of the
corporation and its shareholders. In such a case the Board will disclose in the
next annual proxy statement subsequent to such a determination, the nature of
the relationship and the reasons for that determination.

Members of the Audit Committee shall be considered independent if they have no
relationship to the corporation that may interfere with the exercise of their
independence from management and the corporation.

The following persons shall not be considered independent:

     a)   A director who is employed by the corporation or any of its affiliates
          for the current year or any of the past three years;

     b)   A director who accepts any compensation from the corporation or any
          its affiliates in excess of $60,000 during the previous fiscal year,
          other than compensation for board service, benefits under a
          tax-qualified retirement plan, or non-discretionary compensation;

     c)   A director who is a member of the immediate family of an individual
          who is, or has been in any of the past three years, employed by the
          corporation or any of its affiliates as an executive officer.
          Immediate family includes a person's spouse, parents, children,
          siblings, mother-in-law, father-in-law, brother-in-law, sister-in-law,
          and anyone who resides in such person's home;

                                       A-1

<PAGE>

     d)   A director who is a partner in, or a controlling shareholder or an
          executive officer of, any for-profit business organization to which
          the corporation made, or from which the corporation received, payments
          (other than those arising solely from investments in the corporation's
          securities) that exceed 5% of the corporation's or business
          organization's consolidated gross revenues for that year, or $200,000,
          whichever is more, in any of the past three years;

     e)   A director who is employed as an executive of another entity where any
          of the company's executives serve on that entity's compensation
          committee.

Audit Committee members and the Committee Chairman shall be designated by the
full Board of Directors. The duties and responsibilities of a member of the
Audit Committee are in addition to those duties set out for a member of the
Board of Directors.

III. AUTHORITY

The Board authorizes the Audit Committee within the scope of its
responsibilities to:

     o Seek any information it requires from:

          o    Any employee;  and all  employees are directed to cooperate  with
               any request made by the Audit Committee; and

          o    External parties.

     o    Ensure the attendance of external parties with relevant experience and
          expertise.

     o Conduct or authorize investigations.

     o    Retain independent counsel, accountants, or others to assist in the
          conduct of any investigation.

IV.  RESPONSIBILITIES AND DUTIES

In meeting its responsibilities, the Audit Committee is expected to:

     1.   Provide an open avenue of communication between the internal auditors,
          the independent accountant, and the Board of Directors.

     2.   Review and reassess the Audit Committee  Charter on an annual basis to
          ensure its adequacy.

     3.   Recommend to the Board of Directors the independent  accountants to be
          nominated, approve the compensation of the independent accountant, and
          review and approve the discharge of the independent  accountants.  The
          outside  auditor is ultimately  accountable  to the Board of Directors
          and the Audit Committee,  as  representatives  of shareholders.  These
          shareholder   representatives   have  the   ultimate   authority   and
          responsibility to select, evaluate, and where appropriate, replace the
          outside auditor (or to nominate the outside auditor to be proposed for
          shareholder approval in any proxy statement).

     4.   Confirm and assure the  independence  of the internal  audit group and
          the   independent   accountant,   including  a  review  of  management
          consulting  services  and related  fees  provided  by the  independent
          accountant.  The audit  committee  will  ensure its  receipt  from the
          outside  auditors  of a  formal,  written  statement  delineating  all
          relationships  between the auditor and the  company,  consistent  with
          Independence  Standards  Board Standard 1. The Audit Committee is also
          responsible for actively  engaging in a dialogue with the auditor with
          respect to any disclosed relationships or services that may impact the
          objectivity  and  independence  of the  auditor  and  for  taking,  or
          recommending  that the full Board take, any action they consider to be
          appropriate in response to such communications and discussions.

     5.   Review and  concur  the  appointment,  replacement,  reassignment,  or
          dismissal of the chief audit executive.

     6.   Meet with the chief audit executive, the independent accountant, and
          management in separate executive sessions to discuss any matters that
          the committee or these groups believe should be discussed privately
          with the Audit Committee.

     7.   Meet at least four times per year, or more frequently as circumstances
          require. The Committee may ask members of management or others to
          attend the meeting and provide pertinent information as necessary.

                                       A-2

<PAGE>

     8.   Report  committee   actions  to  the  Board  of  Directors  with  such
          recommendations  as the Committee may deem appropriate.

     9.   Inquire of management, the chief audit executive, and the independent
          accountant about significant risks or exposures and assess the steps
          management has taken to minimize such risk to the company.

     10.  Consider, in consultation with the independent accountant and the
          chief audit executive, the audit scope and plan of the internal audit
          group and the independent accountant.

     11.  Inquire of management and the independent accountant the rationale for
          employing audit firms other than the principal independent accountant.

     12.  Review with the chief audit executive and the independent accountant
          the coordination of audit effort to assure completeness of coverage,
          reduction of redundant efforts, and the effective use of audit
          resources.

     13.  Consider  and review  with the  independent  accountant  and the chief
          audit executive:

               a.   The adequacy of the company's  internal  controls  including
                    computerized information system controls and security.

               b.   Any related significant findings and recommendations of the
                    independent accountant and internal auditing together with
                    management's responses thereto.

     14.  Review with the independent accountant at the completion of the annual
          examination:

               a.   The auditor's judgments about the quality, not just the
                    acceptability, of the company's accounting principles as
                    applied in its financial reporting. The discussion should
                    include such issues as:

                    o    The   consistency   of   application  of  the  entity's
                         accounting policies;

                    o    The clarity, consistency, and completeness of the
                         entity's accounting information contained in the
                         financial statements and related disclosures;

                    o    Items that have a significant impact on the
                         representational faithfulness, verifiability,
                         neutrality and consistency of the accounting
                         information included in the financial statements.

               b.   The  company's  annual  financial   statements  and  related
                    footnotes.

               c.   The   independent   accountant's   audit  of  the  financial
                    statements and his or her report thereon.

               d.   Any   significant   changes   required  in  the  independent
                    accountant's audit plan.

               e.   Any  serious   difficulties   or  disputes  with  management
                    encountered during the course of the audit.

               f.   Other matters  related to the conduct of the audit which are
                    to be communicated to the Committee under generally accepted
                    auditing standards.

     15.  Consider and review with the chief audit executive:

               a.   Significant   findings  during  the  year  and  management's
                    responses thereto.

               b.   Any difficulties encountered in the course of their audits,
                    including any restrictions on the scope of their work or
                    access to required information.

               c.   Any changes  required  in the  planned  scope of their audit
                    plan.

               d.   The internal audit group's budget and staffing.

               e.   The internal audit charter.

               f.   Internal audit group's  compliance  with The IIA's Standards
                    for  the   Professional   Practice  of   Internal   Auditing
                    (Standards).

     16.  Require that the company's independent auditors review the financial
          information included in the Quarterly Reports on Form 10-Q or 10-QSB
          prior to filing such forms with the SEC.

     17.  Review with management, the independent accountant, and the chief
          audit executive the interim financial report before it is filed with
          the SEC or other regulators.

     18.  Review legal and regulatory matters that may have a material impact on
          the financial statements, related company compliance policies, and
          programs and reports received from regulators.

                                       A-3

<PAGE>

     19.  Include  in the  company's  proxy  statement  a  report  of the  Audit
          Committee that states

          a.   whether the Audit  Committee  has:

               a.   Reviewed and discussed the audited financial statements with
                    management,

               b.   Discussed with the independent auditors the matters required
                    to be discussed by Statement on Auditing  Standards  No. 61,
                    as maybe modified or supplemented; and

               c.   Received certain disclosures from the auditors regarding the
                    auditors'  independence  as  required  by  the  Independence
                    Standards  Board  Standard  No.  1,  as may be  modified  or
                    supplemented, and

               d.   Discussed with the auditors the auditors' independence.

     20.  Include in the report of the Audit Committee a statement by the Audit
          Committee whether, anything has come to the attention of the members
          of the Audit Committee that caused the Audit Committee to believe that
          the audited financial statements included in the company's annual
          report for the year then ended contain an untrue statement of material
          fact or omit to state a material fact necessary to make the statements
          made, in light of the circumstances under which they were made, not
          misleading.

     21.  Disclose in the proxy statement whether the Audit Committee has
          adopted a written charter, and to include a copy of the charter as an
          appendix to the company's proxy or information statement at least once
          every three years.

     22.  Disclose in the proxy statement whether the Audit Committee members
          are "independent' and disclose the nature of the relationship that
          makes any Audit Committee member not "independent" and the reasons for
          the Board's determination.

     23.  Prepare a letter from the Audit Committee in the company's annual
          report to shareholders and Form 10-K Annual Report. The letter will
          also disclose whether or not, with respect to the prior fiscal year.

               a.   Management  has  reviewed the audited  financial  statements
                    with the Audit  Committee,  including  a  discussion  of the
                    quality  of  the   accounting   principles  as  applied  and
                    significant  judgments  affecting  the  company's  financial
                    statements;

               b.   The outside auditors have discussed with the Audit Committee
                    the  outside  auditors'  judgments  of the  quality of those
                    principles as applied and  judgments  referenced in a) above
                    under the circumstances;

               c.   The  members of the Audit  Committee  have  discussed  among
                    themselves,  without  management  or  the  outside  auditors
                    present,  the  information  disclosed to the Audit Committee
                    described in a) and b) above; and

               d.   The Audit Committee believes that the company's financial
                    statements provide for full and fair disclosure of financial
                    information.

     24.  The Committee will perform such other functions as assigned by law,
          the company's charter or bylaws or the Board of Directors.

                                       A-4


<PAGE>

AVANT IMMUNOTHERAPEUTICS, INC.
C/0 PROXY SERVICES
P.O. BOX 9142
FARMINGDALE, NY 11735


VOTE BY INTERNET -  www.proxyvote.com  
Use the  Internet  to  transmit  your  voting  instructions  and for  electronic
delivery  of  information  up until 11:59 P.M.  Eastern  Time the day before the
cut-off date or meeting  date.  Have your proxy card in hand when you access the
web site.  You will be prompted to enter your 12-digit  Control  Number which is
located  below to  obtain  your  records  and to  create  an  electronic  voting
instruction form.

VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59
P.M.  Eastern  Time the day before the cut-off date or meeting  date.  Have your
proxy card in hand when you call.  You will be prompted  to enter your  12-digit
Control  Number which is located  below and then follow the simple  instructions
the Vote Voice provides you.

VOTE BY MAIL - 
Mark, sign, and date your proxy card and return it in the postage-paid  envelope
we have  provided or return it to Avant  Immunotherapeutics,  Inc.,  c/o ADP, 51
Mercedes  Way,  Edgewood,  NY 11717.  


TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS                AVANT1
                                              KEEP THIS PORTION FOR YOUR RECORDS
--------------------------------------------------------------------------------
                                             DETACH AND RETURN THIS PORTION ONLY
              THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

AVANT IMMUNOTHERAPEUTICS, INC.

<TABLE>
                                            For     Withhold   For All    To withhold authority to vote, mark "For All Except"
1.   Election of Directors.                 All        All     Except     and write the nominee's number on the line below.
<S>                                         <C>     <C>        <C>        <C>             
     (01) J. Barrie Ward                        
     (02) Una S. Ryan
     (03) Frederick W. Kyle                 / /        / /       / /      ----------------------------------
     (04) Peters A. Sears
     (05) Karen Shoos Lipton
     (06) Thomas R. Ostermueller
     (07) Harry H. Penner, Jr.
</TABLE>



Vote On Proposals
                                           
2.   Increase Authorized Shares.
                                                        For    Against   Abstain
     A proposal to approve an amendment to the 
     Third Restated Certificate of Incorporation,       / /      / /       / /
     as amended, of AVANT to increase the number 
     of authorized shares of common stock from 
     75,000,000 to 100,000,000.                        



          Mark box at right if an address change 
          or comment has been noted on the reverse 
          side of this card.                         / /


Please sign exactly as your name(s) appear(s) on the books of the Company. Joint
owners  should  each sign  personally.  Trustees  and other  fiduciaries  should
indicate the capacity in which they sign,  and where more than one name appears,
a majority  must sign. If a  corporation,  this  signature  should be that of an
authorized officer who should state his or her title.

Please be sure to sign and date this Proxy.


-------------------------------------     ----------   
Signature [PLEASE SIGN WITHIN BOX]        Date 


-------------------------------------     ----------
Signature (Joint Owners)                  Date
                                        


<PAGE>

                         AVANT IMMUNOTHERAPEUTICS, INC.
                Proxy Solicited by the Board of Directors for the
                         Annual Meeting of Stockholders
                                 on May 10, 2001

The  undersigned  hereby appoints J. Barrie Ward  and Una S. Ryan,  and  each of
them, as the true and lawful  attorneys,  agents and proxies of the undersigned,
with full power of substitution,  and hereby authorizes them to represent and to
vote, as designated on the reverse, all shares of Common Stock held of record by
the  undersigned on March 16, 2001, at the Annual Meeting of  Stockholders  (the
"Meeting")  to be held at 2:00 p.m.  on May 10,  2001 at the  Company's  offices
located  at  119  Fourth  Avenue,  Needham,   Massachusetts  02494,  or  at  any
adjournment or postponement thereof. When properly executed,  this proxy will be
voted in the manner  directed herein by the  undersigned  stockholder(s).  If no
direction  is given,  this proxy will be voted FOR the  election of the nominees
for  director  listed in Proposal 1, FOR the  amendment  to the  Certificate  of
Incorporation  which would  allow for an  increase  in the number of  authorized
shares in Proposal 2 and, in their  discretion,  the proxies are each authorized
to vote upon such other business as may properly come before the Meeting and any
adjournments  or  postponements  thereof.  Any  stockholders  wishing to vote in
accordance with the Board of Directors'  recommendations need only sign and date
this proxy and return it in the postage paid envelope provided.

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

ADDRESS CHANGE/COMMENTS:
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