SCHEDULE 14A INFORMATION

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

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Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))

[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

ANTARES PHARMA, INC.
(formerly Medi-Ject Corporation)
-----------------------------------------------------

(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

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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):

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was paid previously. Identify the previous filing by registration statement
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Notes:

ANTARES PHARMA, INC.
161 Cheshire Lane North, Suite 100
Minneapolis, Minnesota 55441
(763) 475-7700

May 11, 2001

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of
Antares Pharma, Inc. to be held at 10:00 a.m. (CDT) on Thursday, June 7, 2001,
at the Radisson Hotel and Conference Center located at 3131 Campus Drive,
Plymouth, Minnesota.

The Notice of Annual Meeting and the Proxy Statement, which follow, describe the
matters on which action will be taken. We will ask you to elect two members to
the Board of Directors, to approve the grants of time-based and performance-
based restricted stock available to me, pursuant to my Employment Agreement, to
approve a new Incentive Stock Option Plan for Employees, to approve a new Stock
Option Plan for Non-Employee Directors and Consultants, and to ratify the
appointment of KPMG LLP as our independent certified public accountants. During
the meeting we will also review the activities of the past year and items of
general interest about Antares Pharma. The Board of Directors unanimously
recommends that you vote for all proposals.

Only shareholders of record at the close of business on April 11, 2001, are
entitled to notice of and to vote at the Annual Meeting and any adjournment
thereof.

We hope you will join us on June 7, 2001, for our Annual Meeting, but we know
that every shareholder may not be able to do so. Whether or not you plan to
attend, please return your signed proxy card as soon as possible.

Sincerely,

/s/ Roger G. Harrison, Ph.D.

Roger G. Harrison, Ph.D.
Chief Executive Officer

ANTARES PHARMA, INC.
161 Cheshire Lane North, Suite 100
Minneapolis, MN 55441

NOTICE IS HEREBY GIVEN of the Annual Meeting of Shareholders of Antares Pharma,
Inc., a Minnesota corporation.

Date & Time: Thursday, June 7, 2001, at 10:00 a.m. (CDT)

Place: The Radisson Hotel and Conference Center
3131 Campus Drive
Plymouth, Minnesota 55441

Items of Business: 1. To elect two members to the Board of Directors.
2. To approve the grants of time-based and performance-based
restricted stock available to Dr. Roger Harrison pursuant
to his Employment Agreement.
3. To approve a new Incentive Stock Option Plan for
Employees.
4. To approve a new Stock Option Plan for Non-Employee
Directors and Consultants.
5. To ratify the appointment of KPMG LLP as our independent
certified public accountants for the year ending December
31, 2001.
6. To transact such other business as may properly come
before the meeting or any adjournment thereof.

Record Date: All shareholders of record on our transfer books as of the
close of business on Wednesday, April 11, 2001, will be
entitled to vote at the meeting.

Your attention is directed to the enclosed Proxy Statement. Whether or not you
intend to be present at the meeting, please complete, sign and return the proxy
card in the enclosed envelope.

By order of the Board of Directors,

/s/ Lawrence M. Christian

Lawrence M. Christian
Secretary

Dated: May 11, 2001

PROXY STATEMENT OF
ANTARES PHARMA, INC.
161 Cheshire Lane North, Suite 100
Minneapolis, MN 55441

_______________________

Annual Meeting of Shareholders to be held
June 7, 2001

This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Antares Pharma, Inc. (the "Company") to be used at
our Annual Meeting of Shareholders to be held on June 7, 2001. The approximate
date on which this Proxy Statement and accompanying proxy were first sent or
given to shareholders was May 11, 2001. Each shareholder who signs and returns
a proxy card in the form enclosed with this Proxy Statement may revoke the same
at any time prior to use by giving notice of such revocation to us in writing or
at the annual meeting. Unless so revoked, the shares represented by such proxy
will be voted at the meeting and at any adjournment or adjournments thereof in
the manner specified. If no direction is made, the proxy will be voted for the
election of the nominees for director named in this Proxy Statement, for the
approval of grants of restricted stock available to Dr. Roger Harrison pursuant
to his Employment Agreement, for the approval of the new Incentive Stock Option
Plan for Employees, for the approval of the new Stock Option Plan for Non-
Employee Directors and Consultants, and for the ratification of the appointment
of KPMG LLP as our independent certified public accountants. Presence at the
meeting of a shareholder who has signed a proxy does not alone revoke the proxy.
Only shareholders of record at the close of business on April 11, 2001, will be
entitled to vote at the meeting or any adjournment or adjournments thereof.

Each item of business properly presented at a meeting of shareholders generally
must be approved by the affirmative vote of the holders of a majority of the
shares present, in person or by proxy, and entitled to vote on that item of
business. However, if the shares present and entitled to vote on that item of
business would not constitute a quorum for the transaction of business at the
meeting, then the item must be approved by a majority of the voting power of the
minimum number of shares that would constitute such a quorum. Votes cast by
proxy or in person at the Annual Meeting of Shareholders will be tabulated by
the election inspector appointed for the meeting and such inspector will
determine whether or not a quorum is present. The election inspector will treat
abstentions as shares that are present and entitled to vote for purposes of
determining the presence of a quorum and in tabulating votes cast on proposals
presented to shareholders for a vote but as unvoted for purposes of determining
the approval of the matter from which the shareholder abstains. Consequently,
an abstention will have the same effect as a negative vote. If a broker
indicates on the proxy that it does not have discretionary authority as to
certain shares to vote on a particular matter, those shares will not be
considered as present and entitled to vote with respect to that matter.

As of the close of business on the record date, April 11, 2001, 8,789,039 shares
of Common Stock, $0.01 par value, were outstanding. Each share of Common Stock
is entitled to one vote. Cumulative voting for the election of directors is not
permitted.

ELECTION OF DIRECTORS
(Item 1 on the Proxy Card)

The Company's Second Amended and Restated Articles of Incorporation, as amended,
provide that the Board of Directors be divided into three classes of directors
as of nearly equal size as possible. The members of each class are elected to
serve a three-year term and the terms are staggered. The terms of Dr. Jacques
Gonella and Dr. Thomas Rinderknecht will expire at the 2001 Annual Meeting of
Shareholders; the terms of Dr. Philippe Dro, Franklin Pass, M.D., and James L.
Clark will expire at the 2002 Annual Meeting of Shareholders; and the terms of
Professor Ubaldo Conte, Kenneth Evenstad, and Roger G. Harrison, Ph.D., will
expire at the 2003 Annual Meeting of Shareholders. Vacancies on the Board of
Directors and newly created directorships can be filled by the vote of a
majority of the directors then in office.

The Board of Directors has nominated and recommended that Dr. Jacques Gonella
and Dr. Thomas Rinderknecht be elected as Directors at the 2001 Annual Meeting
of Shareholders, each to hold office until the Annual Meeting of Shareholders in
the year 2004 or until his respective successor is duly elected and qualified.

Each of the nominees is currently a member of our Board of Directors and has
indicated a willingness to serve as a director if elected. In case any nominee
is not a candidate for any reason, the proxies named in the enclosed form of
proxy may vote for a substitute nominee in their discretion, unless an
instruction to the contrary is indicated on the proxy. We have no reason to
believe that any nominee will be unable to serve as a director if elected.

The accompanying proxy will be voted in favor of the election of the nominees of
directors, unless the shareholder giving the proxy indicates to the contrary on
the proxy.

The Board of Directors recommends a vote FOR the election of the director
nominees.

Certain information concerning the nominees and other directors follows:

Nominations for Election at the 2001 Annual Meeting of Shareholders

Age
---

Dr. Jacques Gonella 59 Dr. Gonella joined the Board of Directors in January
2001 as its Chairman. He is the founder of Permatec
and has served as the Chairman of the Board of
Directors of Permatec since its founding in June
1997. Prior to founding Permatec, Dr. Gonella
founded JAGO Pharma AG in 1983 and served as the
President and Chief Executive Officer from its
founding until its acquisition in May 1996 by
SkyePharma, a United Kingdom company listed on the
London Stock Exchange. Dr. Gonella was recently a
non-executive member of the Board of Directors of
SkyePharma. Prior to founding JAGO, Dr. Gonella
occupied various positions with Roche and Pfizer
between 1968 and 1979. Dr. Gonella currently also
sits on the board of directors of several private
pharmaceutical companies

and pharmaceutical investment funds. He holds a
doctorate in analytical chemistry from the
Polytechnic Institute of Lausanne, Switzerland.

Dr. Thomas Rinderknecht 47 Dr. Rinderknecht joined the Board of Directors in
January 2001 and serves on its Audit Committee. He
has also been a director of Permatec since its
founding in June 1997. Dr. Rinderknecht has been a
partner in the firm of Rinderknecht Klein &
Stadelhofer in Zurich, Switzerland since 1985, and
has been practicing commercial law in Europe since
1982. He holds law degrees from the University of
Zurich, Switzerland and the University of Munich,
Germany.

Directors Whose Terms Continue Until the 2002 Annual Meeting of Shareholders

James L. Clark 53 Mr. Clark joined the Board of Directors in March
2001 and is Chairman of the Compensation Committee.
Mr. Clark is the principal officer of Pharma
Delivery Systems, which he founded in 1991, a drug
delivery consultancy group that identifies and
develops drug delivery technologies for use by
multinational pharmaceutical companies. Holding
degrees in chemistry and marketing from St. Joseph's
University in Philadelphia, Mr. Clark has held
senior management positions in the areas of medical
devices, wound care and drug delivery.

Dr. Philippe Dro 38 Dr. Dro joined the Board of Directors in January
2001 and is a member of the Audit Committee. He is
currently the Chief Operating Officer for Axovan
Limited, a Swiss drug discovery biotechnology
company. Dr. Dro served as the President and Chief
Operating Officer of Permatec from January 2000
through October 2000. From June 1997 to January
2000, Dr. Dro was the Executive Director of
Permatec. From March 1995 to June 1997, Dr. Dro
served as Executive Director of JAGO Pharma. From
1992 to 1995, Dr. Dro held various finance and
controller positions at Sandoz Corporation in Basel,
Switzerland. From 1989 to 1992, Dr. Dro held
various positions in the production and development
area at Ethypharm Corporation in France and India.
He received a doctorate in Pharmacy from the School
of Pharmacy of the University of Grenoble, France
and holds an MBA from the Cranfield School of
Management in the United Kingdom.

Franklin Pass, M.D. 64 Dr. Pass has been a member of the Board of Directors
since January 1992 and currently serves as Vice
Chairman of the Board. He joined our company as a
director and consultant in January 1992 and served
as

President, Chief Executive Officer and Chairman of
the Board of Directors from February 1993 until
March 2001. From 1990 to 1992, Dr. Pass served as
President of International Agricultural
Investments, Ltd., an agricultural technology
consulting and investment company. Dr. Pass, a
physician and scientist, was Director of the
Division of Dermatology at Albert Einstein College
of Medicine from 1967 to 1973, the Secretary and
Treasurer of the American Academy of Dermatology
from 1978 to 1981 and the co-founder and Chief
Executive Officer of Molecular Genetics, Inc., now
named MGI Pharma, Inc., from 1979 to 1986. He is
the author of more than 40 published medical and
scientific articles.

Directors Whose Terms Continue Until the 2003 Annual Meeting of Shareholders

Professor Ubaldo Conte 59 Professor Conte has been a member of the Board of
Directors since January 2001 and has been
Permatec's Scientific Advisor since July 1997.
Professor Conte is currently the head of the post-
graduate school in Industrial Pharmacy at the
University of Pavia in Italy, where he has held
various professorships since 1965. From 1991 to
1997, he was the Dean of Faculty at the University
of Pavia. Professor Conte is the author of 48
patents and has authored approximately 170
publications in scientific journals. Professor
Conte is a member of a number of pharmacy and
chemical societies.

Kenneth Evenstad 57 Mr. Evenstad joined the Board of Directors in May
1993 and is a member of the Audit Committee. Since
1969, Mr. Evenstad has been the Chairman and Chief
Executive Officer of Upsher-Smith Laboratories,
Inc., a private pharmaceutical company specializing
in branded generic cardiovascular drugs. Mr.
Evenstad holds a degree in pharmacy from the
University of Minnesota College of Pharmacy.

Roger G. Harrison, Ph.D. 53 Dr. Harrison joined us as Chief Executive Officer
and a member of our Board of Directors in March
2001. Since 1984, Dr. Harrison held various
positions at Eli Lilly and Company. His most recent
role there was Director of Alliance Management from
May 1999 until March 2001. Other positions at Eli
Lilly and Company included Global Product Team
Leader from March 1997 to May 1999 and Director,
Development Projects Management and Technology
Development and Planning from September 1993 to May
1997. He is the author of twelve publications, has
contributed to four books and holds nine patents.
Dr. Harrison earned a Ph.D. in organic chemistry
and a B.Sc. in chemistry

from Leeds University in the United Kingdom and
conducted postdoctoral research work at Zurich
University in Switzerland.

Dr. Jacques Gonella's step-son-in-law, Carlos Samayoa, is the assistant
secretary of the Company.

Information Concerning the Board of Directors

The Board of Directors met nine times during 2000. The Board of Directors acted
by written action three times during 2000. The Board of Directors has an Audit
Committee and a Compensation Committee.

The Audit Committee, consisting of Mr. Kenneth Evenstad, Mr. Stanley Goldberg
and Dr. Fred Shapiro met two times during 2000. The Audit Committee reviews the
results and scope of the audit and other services provided by our independent
certified public accountants, as well as our accounting principles and our
systems of internal controls, and reports the results of its review to or holds
concurrent meetings with the full Board of Directors. A copy of the Audit
Committee's written charter is attached to this proxy statement as Exhibit A.

The Compensation Committee, consisting of Dr. Fred Shapiro, Dr. Geoffrey Guy and
Mr. Karl Groth, met informally during 2000 with compensation actions being
considered by the full Board. The Compensation Committee makes recommendations
concerning executive salaries and incentive compensation for employees and
administers our 1993 Stock Option Plan (the "1993 Plan"). The Board of
Directors as a whole administers our 1996 Incentive and Stock Option Plan (the
"1996 Plan") and our 1998 Stock Option Plan for Non-Employee Directors (the
"Directors Plan").

During 2000, each of the directors attended at least 75% of the aggregate number
of meetings of the Board of Directors and of the Committees on which he serves
with the exception of Karl Groth who attended 56% of the Board of Directors
meetings held during the year due to his commitments with other business
interests.

No member of the Compensation Committee was, during the 2000 fiscal year or
previously, an officer or employee of our company, nor did any member have any
relationship or transaction with us which is required to be reported under Item
402(k) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

Under our agreement with Becton Dickinson, so long as Becton Dickinson controls,
directly or indirectly, no less than 5% of our capital stock, we agree to use
our best efforts to nominate and elect to the Board of Directors a person
designated by Becton Dickinson and also agree that the Board of Directors shall
consist of at least a majority of members who are not employed by the Company.
In the event that a person nominated by Becton Dickinson is not a member of the
Board of Directors, Becton Dickinson shall be entitled to notice of and to
attend all meetings of the Board of Directors and its committees and shall
receive all information distributed to the directors at the same time as the
directors and shall receive the same notice of meetings as the directors.

Compensation of Directors

We have not in the past paid directors' fees. All directors may be reimbursed
for expenses actually incurred in attending meetings of the Board of Directors
and its committees. In the

past, the Board of Directors has made annual discretionary grants of options to
purchase shares of Common Stock under our 1993 Plan and our 1996 Plan to certain
members of the Board of Directors. The size of these grants has varied from year
to year. In accordance with the Directors' Plan, eligible non-employee directors
will receive an automatic grant of an option to purchase 1,000 shares of our
Common Stock as of the first business day of each calendar year. The Directors'
Plan also provides for an initial option grant of 2,000 shares of our Common
Stock to non-employee directors on the day each is first elected to the Board of
Directors.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee reviews our financial reporting process on behalf of the
Board of Directors. The members of the Audit Committee are Mr. Kenneth
Evenstad, Dr. Fred Shapiro and Mr. Stanley Goldberg. Management has the primary
responsibility for the financial statements and the reporting process. Our
independent certified public accountants are responsible for expressing an
opinion on the conformity of our audited financial statements to accounting
principles generally accepted in the United States of America.

In this context, the Audit Committee has reviewed and discussed with management
and the independent certified public accountants the audited financial
statements. The Audit Committee has discussed with the independent certified
public accountants the matters required to be discussed by Statement on Auditing
Standards No. 61 (Communication with Audit Committee). In addition, the Audit
Committee has received from the independent certified public accountants the
written disclosures required by Independence Standards Board No. 1 (Independence
Discussions with Audit Committees) and discussed with them their independence
from the Company and its management. The Audit Committee has considered whether
the independent certified public accountants' provision of information
technology services and other non-audit services to the Company is compatible
with the certified public accountant's independence.

Audit fees billed to Antares Pharma (formerly Medi-Ject Corporation) by KPMG LLP
during our 2000 fiscal year for review of our annual financial statements and
those financial statements included in our quarterly reports on Form 10-Q
totaled $37,550.

We did not engage KPMG LLP to provide advice regarding financial information
systems design and implementation during the fiscal year ended December 31,
2000.

Fees billed to Antares Pharma (formerly Medi-Ject Corporation) by KPMG LLP
during our 2000 fiscal year for all other non-audit services, consisting
primarily of services related to our business combination and including tax-
related services, totaled $118,400.

In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors, and the Board approved, that
the audited financial statements be included in the Company's Annual Report on
SEC Form 10-K for the year ended December 31, 2000, for filing with the
Securities and Exchange Commission.

SUBMITTED BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS:

Kenneth Evenstad Dr. Fred Shapiro Stanley Goldberg

REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

Overview

The Compensation Committee is responsible for establishing compensation policies
for all of our executive officers, including the three most highly compensated
executive officers named in the accompanying tables (the "Named Executive
Officers"). The members of the Compensation Committee are Dr. Fred Shapiro, Dr.
Geoffrey Guy and Mr. Karl Groth. The Compensation Committee establishes the
total compensation for the executive officers in light of these policies. The
Compensation Committee is composed entirely of outside Directors.

The objectives of our executive compensation program are:

1. to attract and retain superior talent and reward individual
performance;

2. to support the achievement of our financial and strategic goals; and

3. through stock-based compensation, align the executive officers'
interests with those of our shareholders.

The following report addresses our executive compensation policies and discusses
factors considered by the Compensation Committee in determining the compensation
of our President and Chief Executive Officer and other executive officers for
the year ended December 31, 2000.

Compensation Policies for Executive Officers

The Compensation Committee's executive compensation policies are designed to
provide competitive levels of compensation that integrate pay with our annual
and long term performance goals, reward above average corporate performance,
recognize individual initiative and achievements, and assist us in attracting
and retaining qualified executives. To that end, the Compensation Committee has
established certain parameters of corporate performance that must be met before
the discretionary features of its executive compensation plans apply. These
discretionary features include stock option grants and performance bonuses based
upon an executive officer's base salary. Absent the discretionary features,
our executive officers are paid base salaries that are subject to annual cost-
of-living increases, along with periodic adjustments to make such salaries
competitive with other similar sized companies in the drug delivery industry.
Our executive officers are also given the opportunity to participate in certain
other broad-based employee benefit plans. As a result of our emphasis on tying
executive compensation to corporate performance, in any particular year our
executives may be paid more or less than the executives of other companies in
the drug delivery industry. Our use of stock option grants as a key component
of its executive compensation plans reflects the Compensation Committee's
position that stock ownership by management and stock based compensation
arrangements are beneficial in aligning management's and shareholders' interests
to enhance shareholder value.

Bonuses

Cash bonuses are used to reward executive officers for achievement of financial
and technical milestones, as well as for individual performance. Bonuses of
$12,000 were awarded to each of the Named Executive Officers in December 2000 in
recognition of management of capital resources and furtherance of the share
transaction with Permatec.

Stock Options

Stock options awarded under our 1993 and 1996 Plans are intended as incentive
compensation and have historically been granted annually to officers, other key
employees and consultants based on our financial performance and achievement of
technical and regulatory milestones. During 1999, stock options to purchase a
total of 24,115 shares held by the five outside directors were canceled and
reissued at an exercise price of $3.50 per share. Also, on January 3, 2000,
options to purchase a total of 31,829 shares held by the five outside directors,
options to purchase a total of 160,924 shares held by the Named Executive
Officers and options to purchase a total of 86,200 shares held by 37 employees
were canceled and reissued at an exercise price of $1.5625 per share (see report
on repricing of options below). In 2000, we granted stock options to purchase a
total of 50,000 shares to the Named Executive Officers under the 1993 Plan and
26,200 shares to 37 employees under the 1996 Plan. The foregoing stock options
all have a grant date of January 3, 2000. These grants were made to provide
ongoing incentives to our employees.

Chief Executive Officer's Compensation

Compensation for Dr. Franklin Pass during 2000, as reflected in the Summary
Compensation Table on page 11 herein, consisted of base compensation of
$228,300, a bonus of $12,000, an incentive stock option grant to purchase 10,000
shares and certain employee benefits. The annual salary of the Chief Executive
Officer was increased in 2000 by 5.5% pursuant to the terms of his employment
agreement.

The total compensation package, for the CEO, is to provide motivation for him to
contribute to our future success.

At this time the Committee has no formal long-range written plan for CEO
compensation separate and apart from the employment agreement (see above).

SUBMITTED BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS:

Dr. Fred Shapiro Karl Groth Dr. Geoffrey Guy

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Employment Agreements with Executive Officers

We have written employment agreements with Roger G. Harrison, Ph.D., Franklin
Pass, M.D., Lawrence Christian and Peter Sadowski, Ph.D.

Employment Agreement with Dr. Harrison. Dr. Harrison was appointed to the
position of Chief Executive Officer of Antares Pharma, Inc., effective March 12,
2001, and continuing until terminated. The terms of the employment agreement
with Dr. Harrison include an annual salary of $275,000 and up to 216,000
restricted shares of common stock that will be granted after the achievement of
certain time-based and performance-based milestones. In addition, if within
twelve months of the commencement of his employment we sell all or substantially
all of our assets to an unaffiliated third party, or merge with or into an
unaffiliated third party in which we are not the surviving entity, then we shall
pay to Dr. Harrison either (i) two percent of the aggregate cash, securities or
other consideration received by us from the sale, or (ii) an amount, in cash,
equal to two percent of the value of the aggregate cash, securities or other
consideration distributed to our shareholders in the merger; provided, however,
that we shall have no obligation to make any payment to Dr. Harrison if he is
employed as the chief executive or chief operating officer of the acquiring or
surviving entity in the transaction.

Employment Agreement with Dr. Pass. Our current employment agreement with Dr.
Pass became effective as of January 31, 2001. Our agreement provides (a)
employment for three years, unless terminated in accordance with this agreement;
(b) a salary of $228,000 per year; (c) bonuses of (i) $25,000 payable at the
closing of the Share Transaction and (ii) $25,000 payable at the closing of the
Share Transaction if Dr. Pass is successful (as determined by Dr. Jacques
Gonella) in negotiating revisions to a certain licensing agreement; and (d) an
option to purchase 30,000 shares of our common stock with vesting over a three-
year period at 33.5% per year. Dr. Pass will serve as a member of our Board of
Directors until the annual meeting of 2002. In addition to our normal employee
benefits, we will pay directly, or reimburse Dr. Pass, for premiums on
$2,000,000 additional personal life insurance, on the life of Dr. Pass, limited
to a maximum of $25,000 per year. We also agree to provide employee benefits
for a seven-year period following Dr. Pass' termination of employment.

Employment Agreements with Mr. Christian and Dr. Sadowski. Mr. Christian and
Dr. Sadowski entered into employment agreements with us as of December 22, 1999,
with updated agreements dated as of May 1, 2000, (each, an "Employment
Agreement"). The Employment Agreements provided for 2000 base salaries of
$102,000 for Mr. Christian until May 1, 2000, and $124,000 thereafter and
$135,820 for Dr. Sadowski. Salaries have subsequently been adjusted to $140,000
for Mr. Christian and $150,000 for Dr. Sadowski. Upon the closing of the Share
Transaction, we paid Mr. Christian and Dr. Sadowski a bonus of $17,000. Upon
the closing of the Share Transaction, we granted an option to purchase 20,000
shares of Antares common stock to Mr. Christian and 50,000 shares of Antares
common stock to Dr. Sadowski. The Employment Agreements also contain provisions
regarding participation in benefit plans, repayment of expenses, participation
as a director or consultant to other companies (which is permitted provided that
such participation does not materially detract from their respective obligations
to the Company or otherwise violate the terms of their Employment Agreements),
protection of confidential information and ownership of intellectual property.
In addition, the Employment Agreements contain covenants not to compete and
covenants with respect to nonsolicitation and noninterference with our
customers, suppliers or employees. Mr. Christian's

Employment Agreement is for 365 days continuing each day on a rolling 365-day
basis. Dr. Sadowski's Employment Agreement has a term through December 31, 2002.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning beneficial
ownership of our Common Stock as of April 11, 2001, with respect to (i) all
persons known to be the beneficial owners of more than 5% of our outstanding
Common Stock, (ii) each of our directors, (iii) each Named Executive Officer,
and (iv) all directors and executive officers as a group.

Shares Percentage Outstanding
Beneficially of Outstanding Options &
Name of Beneficial Owner Owned/(1)/ Shares Warrants /(2)/

Permatec Holding AG /(3) (4)/ 5,650,000 64.3% --
Lombard Odier & Cie /(5)/ 639,931 7.2% 127,986
HCI Healthcare Investments Limited /(6)/ 639,931 7.2% 127,986
Becton Dickinson and Company /(7)/ 609,292 6.6% 456,969
Dr. Jacques Gonella /(8)/ 15,000 * 15,000
Franklin Pass, M. D. /(8)/ 151,642 1.7% 161,517
Roger G. Harrison, Ph.D. /(8)/ -- -- --
James Clark /(8)/ 15,000 * 15,000
Prof. Ubaldo Conte /(8)/ 15,000 * 15,000
Dr. Philippe Dro /(8)/ 15,000 * 15,000
Kenneth Evenstad /(8)/ 22,999 * 20,943
Dr. Thomas Rinderknecht /(8)/ 15,000 * 15,000
Lawrence Christian /(8)/ 34,000 * 51,000
Dario Carrara, Ph. D. /(8)/ -- -- 60,000
Peter Sadowski, Ph.D./(8)/ 48,407 * 98,407
Carlos Samayoa /(8)/ -- -- 30,000
All directors and executive officers as a group (12 persons) 332,048 3.7% 496,867

____________
* Less than 1%.
(1) Beneficial ownership is determined in accordance with rules of the
Securities and Exchange Commission, and includes generally voting power
and/or investment power with respect to securities. Shares of Common Stock
subject to options or warrants currently exercisable or exercisable within
60 days of April 11, 2001, are deemed outstanding for computing the
percentage of the person holding such options but are not deemed
outstanding for computing the percentage of any other person. Except as
indicated by footnote, we believe that the persons named in this table,
based on information provided by such persons, have sole voting and
investment power with respect to the shares of Common Stock indicated.
(2) Shares of Antares Common Stock issuable upon the exercise of outstanding
options and warrants.
(3) Dr. Jacques Gonella owns controlling interest.
(4) The address of Permatec Holding AG is Hardstrasse 18, 4132 Muttenz,
Switzerland.
(5) The address of Lombard Odier & Cie is 11 Rue de La Corraterie, 1204 Geneva,
Switzerland.
(6) The address of HCI Healthcare Investments Limited is Elisabethenstrasse 23,
4051 Basel, Switzerland.
(7) The address of Becton Dickinson is 1 Becton Drive, Franklin Lakes, NJ
07417.
(8) The director's or officer's address is 161 Cheshire Lane, Suite 100,
Plymouth, MN 55441.

EXECUTIVE COMPENSATION

Summary of Cash and Certain Other Compensation

The following table provides certain summary information concerning compensation
paid or accrued by us to or on behalf of the Chief Executive Officer and the two
other most highly compensated executive officers (the "Named Executive
Officers") as of the year ended December 31, 2000, for services in all
capacities as well as compensation earned by such person for the previous two
fiscal years (if the person was an executive officer during any part of such
fiscal year):

SUMMARY COMPENSATION TABLE

Long-Term
Annual Compensation Compensation
---------------------------------------- --------------
Name and Other Annual Stock
Principal Fiscal Salary Bonus Compensation Options
Position Year ($) ($) ($)(1) (#)
- ------------------------------- ---- ------- ----- ------------ -------------

Franklin Pass, M.D., 2000 228,300 12,000 39,798 10,000
Chairman, President 1999 216,300 -- 16,545 --
and Chief Executive 1998 216,300 -- 21,958 80,000(2)
Officer

Lawrence Christian, 2000 114,833 12,000 -- 10,000
Vice President, Finance & 1999 68,538(3) -- -- 21,000
Administration and Chief
Financial Officer, Secretary

Peter Sadowski, Ph.D., 2000 135,820 12,000 -- 30,000
Executive Vice President 1999 118,300 -- -- 3,000
and Chief Technology Officer 1998 115,360 -- -- 19,215(2)

___________
(1) Represents premiums paid for disability and life insurance policies with
coverage limits in excess of those provided under our standard employee
insurance policies.
(2) All options granted to named executives in 1998 represent options issued at
an exercise price of $7.20 following the cancellation of an equal number of
options issued in previous years. See "Report on Repricing of Options".
(3) Represents salary paid from employment date of March 23, 1999.

STOCK OPTIONS

Option Grants During 2000

The table below sets forth individual grants of stock options made to the Named
Executive Officers during the year ended December 31, 2000.

Potential Realizable
Value at Assumed
Percent of Annual Rates
Number of Total Options Exercise of Stock Price
Securities Granted to Price or Appreciation
Underlying Employees Base for Option Term (1)
Options During Price/sh. Expiration -------------------
Name Granted(#) the Year(%) ($) Date 5%($) 10%($)
- -------------------------------------------------------------------------------------------------------------

Franklin Pass, M.D.(2) 10,000 13.1 1.56 01/03/10 9,800 24,900

Lawrence Christian(2) 10,000 13.1 1.56 01/03/10 9,800 24,900

Peter Sadowski, Ph.D.(2) 30,000 39.4 1.56 01/03/10 29,400 74,700

______________
(1) The 5% and 10% assumed annual rates of compounded stock price appreciation
are mandated by rules of the Securities and Exchange Commission and do not
represent our estimate or projection of our future Common Stock prices.

(2) Incentive stock options granted pursuant to the Company's 1993 Stock Option
Plan on January 3, 2000. These options vest in five equal installments on
January 3 of each of 2001, 2002, 2003, 2004 and 2005.

Aggregated Option Exercises in 2000 and Year End Option Values

The following table provides information concerning stock option exercises and
the value of unexercised options at December 31, 2000 for the Named Executive
Officers:

Shares Number of Value of
Acquired Securities Underlying Unexercised
on Value Unexercised In-The-Money Options
Exercise Realized Options at Year End(#) at Year End($)
---------------------- --------------
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- ----------------------------------------------------------------------------------------------------

Franklin Pass, M.D. 0 0 96,717 34,800 269,018 96,796

Lawrence Christian 0 0 14,000 17,000 38,941 47,286

Peter Sadowski, Ph.D. 0 0 13,727 34,680 38,182 96,462

Report on Repricing of Options

On December 21, 1999, our Board of Directors approved the repricing of all
outstanding Qualified and Non-Qualified Stock Options, as of January 3, 2000,
held by our employees and directors, which had an exercise price greater than
$1.5625 per share. This repricing action reduced the exercise price to $1.5625
per share for all such Stock Option Agreements representing approximately
252,517 shares that had exercise prices ranging from $1.75 to $25.00 per share.
Following the repricing, all other terms and conditions of these option
agreements were unchanged, including the vesting schedules.

Years Remaining
Number of Market Price Exercise in Original
Underlying of Stock Price New Option Term
Shares at Time of at Time of Exercise on Date
Name Date Repriced Repricing Repricing Price of Repricing

Franklin Pass, M.D. 07/01/93 15,232 1.56 6.55 1.56 3.6
Franklin Pass, M.D. 03/14/96 2,285 1.56 19.70 1.56 6.0
Franklin Pass, M.D. 10/22/96 8,000 1.56 25.00 1.56 6.9
Franklin Pass, M.D. 10/22/96 16,000 1.56 25.00 1.56 6.9
Franklin Pass, M.D. 02/21/97 80,000 1.56 7.20 1.56 7.1

Lawrence Christian 03/23/99 21,000 1.56 1.75 1.56 9.3

Peter Sadowski, Ph.D. 02/28/94 5,848 1.56 7.20 1.56 3.9
Peter Sadowski, Ph.D. 03/14/96 1,523 1.56 7.20 1.56 6.2
Peter Sadowski, Ph.D. 10/22/96 5,400 1.56 7.20 1.56 6.9
Peter Sadowski, Ph.D. 12/17/97 3,000 1.56 7.20 1.56 7.9
Peter Sadowski, Ph.D. 05/20/99 3,000 1.56 3.50 1.56 9.4

Performance Graph

The graph below provides an indication of cumulative total shareholder returns
("Total Return") for the Company as compared with the Nasdaq Composite Index and
the Nasdaq Biotechnology Stocks weighted by market value at each measurement
point.

This graph covers the period beginning October 3, 1996, when the Company's
Common Stock was first traded on the Nasdaq National Market, through December
31, 2000. The graph assumes $100 was invested in each of the Company's Common
Stock, the Nasdaq Composite Index and the Nasdaq Biotechnology Stock Index on
October 3, 1996 (based upon the closing price of each). Total Return assumes
reinvestment of dividends, if any.

[GRAPH]

October 3, December 31, December 31, December 31, December 31, December 31,
1996 1996 1997 1998 1999 2000
---- ---- ---- ---- ---- ----

Antares Pharma $100.00 $ 69.05 $ 38.10 $ 7.14 $ 1.50 $ 4.34

Nasdaq Composite
Index 100.00 104.47 128.20 180.09 334.25 209.57

Biotechnology
Stocks 100.00 94.86 99.19 143.19 311.70 324.00

APPROVAL OF GRANTS OF TIME-BASED AND PERFORMANCE-BASED RESTRICTED
STOCK AVAILABLE TO ROGER G. HARRISON, PH.D. PURSUANT TO EMPLOYMENT
AGREEMENT
(Item 2 on the Proxy Card)

On February 22, 2001 the Board of Directors approved an Employment Agreement by
and between Antares Pharma, Inc. and Roger G. Harrison, Ph.D. as Chief Executive
Officer (CEO), to take effect on March 12, 2001. The Employment Agreement
includes, among other provisions, restricted share grants of up to 216,000
shares of Antares common stock based upon achievement of certain time-based and
performance-based milestones. The Company is seeking shareholder approval of
these time-based and performance-based restricted stock grants to Dr. Harrison
to ensure that the grants will be fully tax-deductible pursuant to Section
162(m) of the Internal Revenue Code of 1986, as amended.

The Board of Directors believes that compensation in the form of time-based and
performance-based restricted stock grants aligns the interest of the position of
CEO with the interest of our shareholders. Such restricted stock awards enhance
shareholder value by increasing the CEO's loyalty to Antares and providing
increased motivation for him to contribute to our future success.

Summary of Restricted Stock Grants

The following summary describes certain provisions relating to granting of
restricted common stock shares under the Employment Agreement by and between
Antares Pharma, Inc. and Roger G. Harrison, Ph.D.

Time-based grants. A total of 88,000 shares are available for award to Dr.
Harrison based on employment time. Grants of 48,000 shares and 40,000 shares are
to be granted within 30 days of commencement of employment and at the first
anniversary of commencement of employment, respectively.

Performance-based grants. A total of 128,000 shares are available for award to
Dr. Harrison based on performance. A grant of 40,000 shares is to be granted in
the event that certain securities registration actions are achieved. A grant of
40,000 shares is to be granted in the event that the closing price of our common
stock is $13.00 for 60 consecutive trading days. An additional grant of 48,000
shares is to be granted in the event that a minimum of three project development
agreements with pharmaceutical, biotechnology or similar companies is reached
within a specified time period.

Vesting. All share grants will vest on March 12, 2004, except as provided
below.

Grants. The initial grant for 48,000 common shares was issued on April 12,
2001, with a market price of $3.22.

Other provisions. If within 12 months of commencement of Dr. Harrison's
employment, we sell all or substantially all of our assets to an unaffiliated
third party or merge with or into an unaffiliated third party in a transaction
in which we are not the surviving entity or if Dr. Harrison terminates his
employment, we shall have no further obligation to issue restricted share grants
and all common shares covered by restricted share grants that have not vested
shall be deemed immediately forfeited.

The affirmative vote of a majority of the outstanding shares of our Common
Stock, represented in person or by proxy at the Annual Meeting, is necessary for
approval of the grants of time-based and performance-based stock available to
Dr. Harrison. The Board of Directors recommends a vote FOR the approval of the
grants of time-based and performance-based stock available to Dr. Harrison.

APPROVAL OF THE ANTARES PHARMA, INC. 2001 INCENTIVE STOCK OPTION PLAN
FOR EMPLOYEES
(Item 3 on the Proxy Card)

On March 22, 2001, the Board of Directors approved the Antares Pharma, Inc.,
2001 Stock Option Plan for Employees (the "Employees' Plan"), subject to
shareholder approval. Awards have been granted under this plan subject to
shareholder approval of the Employees' Plan.

The prior two employee incentive option plans - the 1993 Stock Option Plan and
the 1996 Incentive and Stock Option Plan - will be discontinued. The small
number of unissued options under each plan will be deemed to be invalid, for
issuance, with the adoption of this new plan. Options granted and outstanding
under the prior two plans remain outstanding and will not be affected in any
way.

The Board of Directors believes that stock option grants under the Employees'
Plan are an important element in attracting and retaining highly skilled and
qualified employees and, furthermore, that stock option grants are highly
effective in aligning the interests of employees with those of the shareholders.
Therefore, the Board of Directors believes that it is desirable to adopt and
approve the Employees' Plan.

Employees' Plan

The purpose of the Employees' Plan is to promote the interests of the Company
and its shareholders by aiding us in attracting and retaining employees capable
of contributing to the growth and success of our Company, and by offering such
employees an opportunity to acquire a proprietary interest in our Company,
thereby providing them with incentives to put forth maximum efforts for the
success of our business and aligning the interests of such employees with those
of our shareholders. Awards to be granted under the Employees' Plan are
dependent upon performance and are not currently determinable. The following is
a description of the material terms and conditions of the Employees' Plan.

The Employees' Plan will be administered by the Board of Directors. A total of
600,000 shares of Common Stock currently are available and reserved for issuance
upon the exercise of options granted under the Employees' Plan. All employees of
the Company or any subsidiary of the Company are eligible to receive awards
under the Employees' Plan. We currently have 50 employees. Awards will be in the
form of qualified stock options and may not have a term greater than 10 years.

The committee administering the Employees' Plan has the power to interpret and
administer the Employees' Plan and establish rules under the Employees' Plan.
The exercise price of awards granted will be equal to the market closing price
on the day of the grant. The market closing price on April 11, 2001, the record
date for this annual meeting proxy statement, was $3.13. Under the Employees'
Plan, participants exercising options may surrender shares of Common Stock
(previously owned by the participant) to us in payment of the exercise price
thereunder. In the event any dividend, distribution, recapitalization, stock
split, merger, consolidation or other event occurs that affects the options
granted under the Employees' Plan, the committee administering the Employees'
Plan may make such adjustments to awards under the Employees' Plan as it deems
necessary to preserve the benefits intended under the Employees' Plan and such
awards. Awards granted under the Employees' Plan are not transferable.

The Employees' Plan will expire on March 22, 2011, unless terminated earlier by
the Board of Directors. No option may be granted after such termination, but
termination of the Employees' Plan shall not, without the consent of the
optionee, alter or impair any rights or obligations under any option previously
granted.

The following is a summary of the principal United States of America federal
income tax consequences generally applicable to options granted under the
Employees' Plan:

Incentive Stock Options. No taxable income to a recipient will be realized, and
the Company will not be entitled to any related deduction, at the time any
incentive stock option is granted under the Employees' Plan. If certain
statutory employment and holding period conditions are satisfied before the
recipient disposes of shares acquired pursuant to the exercise of such an
option, then no taxable income will result upon the exercise of such option and
the Company will not be entitled to any deduction in connection with such
exercise. Upon disposition of the shares after expiration of the statutory
holding periods, any gain or loss realized by a recipient will be a capital gain
or loss. The Company will not be entitled to a deduction with respect to a
disposition of the shares by a recipient after the expiration of the statutory
holding periods.

Except in the event of death, if shares acquired by a recipient upon the
exercise of an incentive stock option are disposed of by the recipient before
the expiration of the statutory holding periods (a "disqualifying disposition"),
the recipient will be considered to have realized compensation, taxed as
ordinary income in the year of disposition, in an amount, not exceeding the gain
realized on such disposition, equal to the difference between the exercise price
and the fair market value of the shares on the date of exercise of the option.
The Company will be entitled to a deduction at the same time and in the same
amount as the recipients is deemed to have realized ordinary income. Generally,
any gain realized on the disposition in excess of the amount treated as
compensation or any loss realized on the disposition will constitute capital
gain or loss, respectively. If the recipient pays the option price with shares
that were originally acquired pursuant to the exercise of an incentive stock
option and the statutory holding periods for such shares have not been met, the
recipient will be treated as having made a disqualifying disposition of such
shares, and the tax consequences of such disqualifying disposition will be as
described above.

The foregoing discussion applies only for regular tax purposes. For alternative
minimum tax purposes, an incentive stock option will be treated as if it were a
non-qualified stock option, the tax consequences of which are discussed below.

Non-qualified Stock Options. No taxable income to a recipient will be realized,
and the Company will not be entitled to any related deduction, at the time any
non-qualified stock option is granted under the Employees' Plan. Generally, at
the time shares are transferred to the recipient pursuant to the exercise of a
non-qualified stock option, the recipient will realize ordinary income, and the
Company will be entitled to a deduction, equal to the excess of the fair market
value of the stock on the date of exercise over the option price. Upon
disposition of the shares, any additional gain or loss realized by the recipient
will be treated as a capital gain or loss.

The affirmative vote of a majority of our outstanding shares of Common Stock,
represented in person or by proxy at the Annual Meeting, is necessary for
approval of the Employees' Plan. The Board of Directors recommends a vote FOR
the approval of the Employees' Plan.

APPROVAL OF THE ANTARES PHARMA, INC. 2001 STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS AND CONSULTANTS
(Item 4 on the Proxy Card)

On March 22, 2001, the Board of Directors approved the Antares Pharma, Inc. 2001
Stock Option Plan for Non-Employee Directors and Consultants (the "Directors'
Plan"), subject to shareholder approval. Awards have been granted under this
plan subject to shareholder approval of the plan.

The Board of Directors believes that stock option grants under the Directors'
Plan are an important element in attracting and retaining highly skilled and
qualified non-employee directors and, furthermore, that stock option grants are
highly effective in aligning the interests of such directors with those of the
shareholders. Therefore, the Board of Directors believes that it is desirable to
adopt and approve the Directors' Plan.

Directors' Plan

The intent of the Directors' Plan is to only compensate non-employee directors
and/or consultants with non-qualified stock options.

The purpose of the Directors' Plan is to promote the interests of our Company
and its shareholders by aiding us in attracting and retaining non-employee
directors and/or consultants capable of contributing to the growth and success
of, and providing strategic direction to our Company, and by offering such non-
employee directors and/or consultants an opportunity to acquire a proprietary
interest in our Company, thereby providing them with incentives to put forth
maximum efforts for the success of our business and aligning the interests of
such non-employee directors and/or consultants with those of our shareholders.
The following is a description of the material terms and conditions of the
Directors' Plan.

The Directors' Plan will be administered by the Compensation Committee of the
Board of Directors. A total of 200,000 shares of Common Stock currently are
available and reserved for issuance upon the exercise of options granted under
the Directors' Plan. All members of the Board of Directors who are not otherwise
employees of the Company or any subsidiary of the Company are eligible to
receive awards under the Directors' Plan. Awards will be in the form of
nonqualified stock options and may not have a term greater than 10 years.

Awards granted under the Directors' Plan for non-employee directors will be made
as follows: (1) an option to purchase 10,000 shares of the Company's Common
Stock will be granted automatically to each eligible director on the day that
each eligible director is first elected to the Board of Directors, with the
exercise price to be equal to the closing price on the day of grant, and (2) an
option to purchase 5,000 shares of the Company's Common Stock will be granted
automatically on the first business day of each calendar year to each eligible
director in office on such day, with the exercise price to be equal to the
closing price on the day of grant. Awards granted to consultants will be
determined from time to time by the Committee. The Committee has the power to
interpret and administer the Directors' Plan and establish rules under the
Directors' Plan. Under the Directors' Plan, participants exercising options may
surrender shares of Common Stock (previously owned by the participant) to us in
payment of the exercise price thereunder. In the event any dividend,
distribution, recapitalization, stock split, merger, consolidation or other
event occurs that affects the options granted under the Directors' Plan, the
Committee may make such adjustments to awards under the Directors' Plan as it
deems

necessary to preserve the benefits intended under the Directors' Plan and such
awards. Awards granted under the Directors' Plan are not transferable.

The Directors' Plan will expire on March 22, 2011, unless terminated earlier by
the Board of Directors. No option may be granted after such termination, but
termination of the Directors' Plan shall not, without the consent of the
optionee, alter or impair any rights or obligations under any option previously
granted.

The following is a summary of the principal United States of America federal
income tax consequences generally applicable to options granted under the
Directors' Plan:

Non-qualified Stock Options. No taxable income to a recipient will be realized,
and the Company will not be entitled to any related deduction, at the time any
non-qualified stock option is granted under the Directors' Plan. Generally, at
the time shares are transferred to the recipient pursuant to the exercise of a
non-qualified stock option, the recipient will realize ordinary income, and the
Company will be entitled to a deduction, equal to the excess of the fair market
value of the stock on the date of exercise over the option price. Upon
disposition of the shares, any additional gain or loss realized by the recipient
will be treated as a capital gain or loss.

The affirmative vote of a majority of our outstanding shares of Common Stock,
represented in person or by proxy at the Annual Meeting, is necessary for
approval of the Directors' Plan. The Board of Directors recommends a vote FOR
the approval of the Directors' Plan.

APPOINTMENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
(Item 5 on the Proxy Card)

At the meeting, a vote will be taken on a proposal to ratify the appointment of
KPMG LLP ("KPMG") as our independent certified public accountants for the year
ending December 31, 2001. KPMG has audited our financial statements since 1995.

A representative of KPMG is expected to be present at the Annual Meeting to make
a statement if he or she so desires and to respond to appropriate questions.

The affirmative vote of a majority of the outstanding shares of our Common
Stock, represented in person or by proxy at the Annual Meeting, is necessary for
approval of the selection of KPMG LLP as our independent certified public
accountants. The Board of Directors recommends a vote FOR the ratification of
the appointment of KPMG LLP as independent certified public accountants for
Antares Pharma, Inc.

OTHER MATTERS

Solicitation

The Company will bear the cost of preparing, assembling and mailing the proxy
card, Proxy Statement, annual report and other material which may be sent to the
shareholders in connection with this solicitation. Brokerage houses and other
custodians, nominees and fiduciaries may be requested to forward soliciting
material to the beneficial owners of stock, in which case they will be
reimbursed by the Company for their expenses in doing so. Proxies are being
solicited primarily by mail, but, in addition, officers of the Company may
solicit proxies personally by telephone or special letter, but such persons will
not receive extra compensation from the Company for doing so.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, certain officers and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership on Form 3 and changes in ownership on Forms 4 or 5 with the SEC. Such
officers, directors and ten percent shareholders are also required by the SEC
rules to furnish the Company with copies of all Section 16(a) reports they file.

Specific due dates for such reports have been established by the SEC and the
Company is required to disclose in this Proxy Statement any failure to file
reports by such dates. Based solely on its review of the copies of such reports
received by it or by written representations from certain reporting persons, the
Company believes that during the year ended December 31, 2000, all Section 16(a)
filing requirements applicable to its officers, directors and ten percent
shareholders were met.

Other Matters

The Board of Directors does not intend to present to the Annual Meeting any
matter not referred to above and does not presently know of any matters that may
be presented to the meeting by others. However, if other matters come before the
Annual Meeting, it is the intention of the persons named in the enclosed form of
proxy to vote the proxy in accordance with their best judgment.

The Company is including with this Proxy Statement a Report for Shareholders and
Form 10-K for the year ended December 31, 2000, which includes an audited
balance sheet as of that date and related statements of earnings, stockholders'
equity and cash flows, as well as other financial information relating to our
operations. Shareholders may receive, without charge, a copy of the Company's
2000 Form 10-K Report as filed with the Securities and Exchange Commission by
writing to Antares Pharma, Inc., 161 Cheshire Lane North, Suite 100,
Minneapolis, Minnesota 55441, Attention: Chief Financial Officer.

PROPOSALS OF SHAREHOLDERS

The proxy rules of the Securities and Exchange Commission permit shareholders,
after timely notice to issuers, to present proposals for shareholder action in
issuer proxy statements where such proposals are consistent with applicable law,
pertain to matters appropriate for shareholder action, and are not properly
omitted by company action in accordance with proxy rules.

Shareholder proposals for the 2002 Annual Meeting must be prepared in accordance
with the proxy rules and received by the Company on or before December 16, 2001,
in order to be eligible for inclusion in the Company's proxy materials.

EXHIBIT A

ANTARES PHARMA, INC.

Charter of the Audit Committee of the Board of Directors

I. Audit Committee Purpose

The Audit Committee is appointed by the Board of Directors to assist the
Board in fulfilling its oversight responsibilities. The Audit Committee's
primary duties and responsibilities are to:

. Monitor the integrity of the Company's financial reporting process
and systems of internal controls regarding finance, accounting, and
legal compliance.

. Monitor the independence and performance of the Company's
independent auditors.

. Provide an avenue of communication among the independent auditors,
management, and the Board of Directors.

. Review areas of potential significant financial risk to the Company.

. Monitor compliance with legal and regulatory requirements.

The Audit Committee has the authority to conduct any investigation
appropriate to fulfilling its responsibilities, and it has direct access
to the independent auditors as well as anyone in the organization. The
Audit Committee has the ability to retain, at the Company's expense,
special legal, accounting, or other consultants or experts it deems
necessary in the performance of its duties.

II. Audit Committee Composition and Meetings

Audit Committee members shall meet the requirements of the NASD Exchange.
The Audit Committee shall be comprised of three or more directors as
determined by the Board, each of whom shall be independent nonexecutive
directors, free from any relationship that would interfere with the
exercise of his or her independent judgment. All members of the Committee
shall have a basic understanding of finance and accounting and be able to
read and understand fundamental financial statements, and at least one
member of the Committee shall have accounting or related financial
management expertise.

Audit Committee members shall be appointed by the Board. If an audit
committee Chair is not designated or present, the members of the
Committee may designate a Chair by majority vote of the Committee
membership.

The Committee shall meet at least two times annually, or more frequently
as circumstances dictate. The Audit Committee Chair shall prepare and/or
approve an agenda in advance of each meeting. The Committee should meet
privately in executive

A-1

session at least annually with management, the independent auditors, and
as a committee to discuss any matters that the Committee or each of these
groups believe should be discussed. In addition, the Committee, or at
least its Chair, should communicate with management and the independent
auditors quarterly to review the Company's financial statements and
significant findings based upon the auditors limited review procedures
prior to release of the 10Q and/or the related press release.

III. Audit Committee Responsibilities and Duties

Review Procedures
-----------------

I. Review and reassess the adequacy of this Charter at least annually.
Submit the charter to the Board of Directors for approval and have
the document published at least every three years in accordance with
SEC regulations.

2. Review the Company's annual audited financial statements prior to
filing or distribution. Review should include discussion with
management and independent auditors of significant issues regarding
accounting principles, practices, and judgments.

3. In consultation with the management and the independent auditors,
consider the integrity of the Company's financial reporting processes
and controls. Discuss significant financial risk exposures and the
steps management has taken to monitor, control, and report such
exposures. Review significant findings prepared by the independent
auditors together with management's responses.

4. Review with financial management and the independent auditors the
company's quarterly financial results prior to the release of
earnings and/or the company's quarterly financial statements prior to
filing or distribution. Discuss any significant changes to the
Company's accounting principles and any items required to be
communicated by the independent auditors in accordance with SAS 61
(see item 9). The Chair of the Committee may represent the entire
Audit Committee for purposes of this review.

Independent Auditors
--------------------

5. The independent auditors are ultimately accountable to the Audit
Committee and the Board of Directors. The Audit Committee shall
review the independence and performance of the auditors and annually
recommend to the Board of Directors the appointment of the
independent auditors or approve any discharge of auditors when
circumstances warrant.

6. Approve the fees and other significant compensation to be paid to the
independent auditors.

7. On an annual basis, the Committee should review and discuss with the
independent auditors all significant relationships they have with the
Company that could impair the auditors' independence.

8. Review the independent auditors audit plan - discuss reliance upon
scope, staffing, locations, management, and internal audit and
general audit approach.

A-2

9. Prior to releasing the year-end earnings, discuss the results of the
audit with the independent auditors. Discuss certain matters required
to be communicated to audit committees in accordance with AICPA SAS
61.

10. Consider the independent auditors' judgments about the quality and
appropriateness of the Company's accounting principles as applied in
its financial reporting.

Other Audit Committee Responsibilities
--------------------------------------

11. Annually prepare a report to shareholders as required by the
Securities and Exchange Commission. The report should be included in
the Company's annual proxy statement.

12. Perform any other activities consistent with this Charter, the
Company's by-laws, and governing law, as the Committee or the Board
deems necessary or appropriate.

13. Maintain minutes of meetings and periodically report to the Board of
Directors on significant results of the foregoing activities.

A-3

[Antares Pharma Map to shareholder's meeting]

Radisson Hotel & Conference Center
3131 Campus Drive
Plymouth, MN 55442
(763) 559-6600

[LOGO] Antares Pharma

161 Cheshire Lane North
Suite 100
Minneappolis, MN 55441
(763) 475-7700

Please mark, date, sign and mail this proxy promptly in the enclosed envelope.

The Board of Directors Recommend a Vote For Items 1, 2, 3, 4, 5 and 6.

1. To elect two members to the Board of Directors:

[_] Vote FOR all nominees [_] Vote WITHHELD
(except as marked) from all nominees

01 Dr. Jacques Gonella
02 Dr. Thomas Rinderknecht

(Instructions: To withhold authority to vote ------------------------
for any indicated nominee, write the number(s) | |
of the nominee(s) in the box provided to the | |
right.) ------------------------

| |
\ / Please fold here \ /

2. To approve the grants of time-based and performance-based restricted stock
available to Dr. Roger Harrison pursuant to his Employment Agreement.