Orchid BioSciences, Inc. Special Meeting Notice and Proxy

We cordially invite you to attend a special meeting of stockholders of Orchid BioSciences, Inc. The special meeting will be held at the company’s headquarters, 4390 US Route One, Princeton, New Jersey on February 27, 2004 at 10:00 a.m. local time to consider:

1. a proposal to authorize the company’s board of directors in its discretion to amend the company’s restated certificate of incorporation to effect a reverse stock split of the issued and outstanding shares of the company’s common stock (such split to combine a number of outstanding shares of the company’s common stock between three (3) and seven (7), such number consisting of only whole shares, into one (1) share of common stock) depending upon a determination by our board of directors that such a reverse stock split is in the best interests of the company and its stockholders, and authorizing the company’s board of directors to file one such amendment; and

2. any and all other matters that may properly come before the special meeting or any adjournment thereof.

The proposal to effect a reverse stock split is discussed in more detail in the attached proxy statement. Please read the attached proxy statement carefully. Only stockholders who owned shares at the close of business on January 20, 2004 are entitled to attend and vote at the special meeting or any adjournment of the special meeting.

You are urged to attend the special meeting in person, but, if you are unable to do so, our board of directors would appreciate the prompt return of the enclosed proxy card, dated and signed. You may revoke your proxy at any time before it is exercised, and your proxy will not be exercised if you attend the special meeting and vote in person.

BY ORDER OF THE BOARD OF DIRECTORS,

Paul J. Kelly, MD

Chief Executive Officer

1. To authorize our board of directors in its discretion to amend our restated certificate of incorporation to effect a reverse stock split of the issued and outstanding shares of our common stock (such split to combine a number of outstanding shares of our common stock between three (3) and seven (7), such number consisting of only whole shares, into one (1) share of our common stock) depending upon a determination by our board of directors that such a reverse stock split is in the best interests of the company and its stockholders, and authorizing our board of directors to file one such amendment.

2. To consider any and all other matters that may properly come before the special meeting or any adjournment thereof.

You may vote if you were the record owner of Orchid BioSciences, Inc. series A convertible preferred stock or common stock at the close of business on January 20, 2004. A list of stockholders of record will be available at the special meeting and, during the ten days prior to the special meeting, at the office of the Secretary at the above address.

BY ORDER OF THE BOARD OF DIRECTORS

Paul J. Kelly, MD

Chief Executive Officer

This proxy statement describes the proposal on which our board of directors of Orchid BioSciences, Inc. would like you, as a stockholder, to vote at a special meeting of the stockholders of the company, which will take place on February 27, 2004. It also gives you information on this proposal so that you can make an informed decision. We intend to mail this proxy statement and accompanying proxy card on or about January 29, 2004 to all stockholders of record entitled to vote at the special meeting.

In this proxy statement, we refer to Orchid BioSciences, Inc. as the “company”, “we”, “us” or “our.”

Stockholders who owned shares of our series A convertible preferred stock or common stock on January 20, 2004 may attend and vote at the special meeting. Each share is entitled to one vote. There were 257.6 shares of the company’s series A preferred stock and 87,780,017 shares of the company’s common stock outstanding on January 20, 2004. On January 9, 2004, we delivered to the holders of all outstanding shares of series A preferred stock a notice that we intend to redeem all outstanding shares of series A convertible preferred stock as of the close of business on February 6, 2004. Because the conversion price associated with the series A convertible preferred stock is significantly lower than the current trading price of our common stock, we expect that most, if not all, of these shares will be converted prior to the redemption date. Each share of series A convertible preferred stock is convertible into approximately 22,222 shares of our common stock, plus any shares of common stock issuable upon payment of accrued and unpaid dividends. Information about the stockholdings of our directors and executive officers is contained in the section of this proxy statement entitled “Security Ownership by Management and Principal Stockholders” on page 14 of this proxy statement.

The proxy card enables you to appoint Paul J. Kelly, MD and Mr. Michael E. Spicer, Chief Executive Officer and Chief Financial Officer, respectively, of the company, as your representatives at the special meeting. By completing and returning the proxy card, you are authorizing Dr. Kelly and Mr. Spicer to vote your shares at the special meeting in accordance with your instructions on the proxy card. This way, your shares will be voted whether or not you attend the special meeting. Even if you plan to attend the special meeting, it is a good idea to complete and return your proxy card before the special meeting date just in case your plans change. If a proposal comes up for vote at the special meeting that is not on the proxy card, Dr. Kelly and Mr. Spicer will vote your shares, under your proxy, according to their best judgment.

You are being asked to authorize our board of directors in its discretion to amend our restated certificate of incorporation to effect a reverse stock split of the issued and outstanding shares of our common stock (such split to combine a number of outstanding shares of our common stock between three (3) and seven (7), such number consisting of only whole shares, into one (1) share of our common stock).

Our board of directors has unanimously adopted a resolution approving the proposal to authorize our board of directors to amend the company’s restated certificate of incorporation to effect the reverse stock split. Approval of the proposal would give our board of directors discretionary authority to implement the reverse stock split. If implemented by our board of directors, the reverse stock split would be effected by reducing the number of outstanding shares of common stock by a ratio of (A) one-to-three, (B) one-to-four, (C) one-to-five, (D) one-to-six, or (E) one-to-seven, depending on the reverse stock split that our board of directors implements, but will not increase the par value of the common stock. We have assumed that all series A preferred stock will be converted and/or redeemed prior to the effective date of the reverse stock split.

We will also transact any other business that properly comes before the special meeting.

Our board of directors unanimously recommends that the stockholders vote “for” the proposal.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Most of our stockholders hold their shares in an account at a brokerage firm, bank or other nominee holder, rather than holding share certificates in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

If on January 20, 2004 your shares were registered directly in your name with our transfer agent, American Stock Transfer and Trust Company, you are a stockholder of record who may vote at the special meeting, and we are sending these proxy materials directly to you. As the stockholder of record, you have the right to direct the voting of your shares by returning the enclosed proxy card to us or to vote in person at the special meeting. Whether or not you plan to attend the special meeting, please complete, date and sign the enclosed proxy card to ensure that your vote is counted.

If on January 20, 2004 your shares are held in an account at a brokerage firm or at a bank or other nominee holder, you are considered the beneficial owner of shares held “in street name,” and these proxy materials are being forwarded to you by your broker or nominee who is considered the stockholder of record for purposes of voting at the special meeting. As the beneficial owner, you have the right to direct your broker on how to vote your shares and to attend the special meeting. However, since you are not the stockholder of record, you may not vote these shares in person at the special meeting unless you receive a valid proxy from your brokerage firm, bank or other nominee holder. To obtain a valid proxy, you must make a special request of your brokerage firm, bank or other nominee holder. If you do not make this request, you can still vote by using the voting instruction card enclosed with this proxy statement; however, you will not be able to vote in person at the special meeting.

You may vote by mail by completing, signing and dating your proxy card and returning it in the enclosed, postage-paid and addressed envelope. If you mark your voting instructions on the proxy card, your shares will be voted:

If you return a signed card, but do not provide voting instructions, your shares will be voted:

We will pass out written ballots to anyone who wants to vote at the special meeting. However, if you hold your shares in street name, you must bring to the special meeting a valid proxy from the broker, bank or other nominee holding your shares that confirms your beneficial ownership of the shares and gives you the right to vote your shares. Holding shares in street name means you hold them through a brokerage firm, bank or other nominee, and therefore the shares are not held in your individual name.

We encourage you to examine your proxy card closely to make sure you are voting all of your shares in the company.

You may have multiple accounts at the transfer agent and/or with stockbrokers. Please sign and return all proxy cards to ensure that all of your shares are voted.

You may revoke your proxy and change your vote at any time before the polls close at the special meeting. You may do this by:

Please note, however, that if your shares are held of record by a brokerage firm, bank or other nominee, you must instruct your broker, bank or other nominee that you wish to change your vote by following the procedures on the voting form provided to you by the broker, bank or other nominee. If your shares are held in street name, and you wish to attend the special meeting and vote at the special meeting, you must bring to the special meeting a legal proxy from the broker, bank or other nominee holding your shares, confirming your beneficial ownership of the shares and giving you the right to vote your shares.

If your shares are held in street name or in your name and you do not sign and return your proxy card, your shares will not be voted unless you vote in person at the special meeting.

You may vote “for,” “against,” or “abstain” on approving the reverse stock split.

How many stockholders are needed either in person or by proxy to hold the special meeting?

To hold the special meeting and conduct business, a majority of the company’s outstanding shares entitled to vote as of January 20, 2004 must be present at the special meeting. This is called a quorum.

A majority of the outstanding shares of the company are required to ratify the reverse stock split.

How many votes are required to approve other matters that may come before the stockholders at the special meeting?

A majority of the shares present at the special meeting, in person or by proxy, excluding broker non-votes.

If you just sign your proxy card without providing further instructions, your shares will be counted as a “for” vote for approving the reverse stock split.

Proxies, ballots and voting tabulations identifying stockholders are kept confidential and will not be disclosed except as may be necessary to meet legal requirements.

We will announce preliminary voting results at the special meeting and will announce the final results in a press release. We will also publish the final results in our annual report on Form 10-K for fiscal year ended December 31, 2003. We will file that report with the SEC, and you can obtain a copy by calling the SEC at 1-800-SEC-0330 for the location of the nearest public reference room, or through the EDGAR system at www.sec.gov. You can also obtain a copy on the Internet at www.orchid.com.

You can contact our Corporate Communications department, at (609) 750-2324 or by sending an email to ir@orchid.com with any questions about proposals described in this proxy statement or how to execute your vote.

Our board of directors is soliciting proxies for the special meeting of stockholders to be held on February 27, 2004 at 10 a.m. local time at our headquarters, 4390 US Route One, Princeton, New Jersey. This proxy statement contains important information for you to consider when deciding how to vote on the matters before the special meeting.

Our board of directors set January 20, 2004 as the record date for the special meeting. Stockholders who owned shares of common stock of Orchid BioSciences, Inc. on that date are entitled to vote at and attend the special meeting. Each share is entitled to one vote. There were 87,780,017 shares of common stock of Orchid BioSciences, Inc. outstanding on the record date.

Voting materials, which include this proxy statement and the proxy card, will be mailed to stockholders on or about January 29, 2004.

This proxy statement is being provided and the accompanying proxy is being solicited by our board of directors for use at the special meeting of stockholders of Orchid BioSciences, Inc. to be held at our headquarters, 4390 US Route One, Princeton, New Jersey on February 27, 2004 at 10:00 a.m. local time, or at any adjournment or postponement of the special meeting, for the purposes set forth in this proxy statement. We are mailing this proxy statement and accompanying proxy card on or about January 29, 2004 to all our stockholders entitled to notice of, and to vote at, the special meeting. Our principal executive office is located at 4390 US Route One, Princeton, New Jersey 08540, and our telephone number is (609) 750-2200.

In December 2000, the Securities and Exchange Commission adopted a rule concerning the delivery of annual disclosure documents. The rule allows us or your broker to send a single set of our annual report and proxy statement to any household at which two or more of our shareholders reside, if we or your broker believe that the shareholders are members of the same family. This practice, referred to as “householding,” benefits both you and the company. It reduces the volume of duplicate information received at your household and helps to reduce our expenses. The rule applies to our annual reports, proxy statements and information statements. Once you receive notice from your broker or from us that communications to your address will be “householded,” the practice will continue until you are otherwise notified or until you revoke your consent to the practice. Each shareholder will continue to receive a separate proxy card or voting instruction card.

If your household receives a single set of disclosure documents and you do not wish to participate in “householding” and would like to receive your own set of our annual disclosure documents in future years, follow the instructions described below. Or, if you share an address with another shareholder of the company and together both of you would like to receive only a single set of our annual disclosure documents, follow these instructions:

We will bear the cost of solicitation of proxies, including expenses in connection with preparing and mailing this proxy statement. We will furnish copies of solicitation materials to brokerage houses, fiduciaries, and

custodians to forward to beneficial owners of our common stock held in their names. In addition, we will reimburse brokerage firms and other persons representing beneficial owners of stock for their expenses in forwarding solicitation materials to such beneficial owners. Original solicitation of proxies by mail may be supplemented by telephone, telegram and personal solicitation by our directors, officers and other employees. No additional compensation will be paid to our directors, officers or other employees for such services.

Only holders of record at the close of business on January 20, 2004 will be entitled to notice of, and to vote at, the special meeting. As of January 20, 2004 we had 257.6 shares of series A preferred stock and 87,780,017 shares of common stock outstanding. Each share of series A preferred stock and each share common stock is entitled to one vote on each proposal that will come before the special meeting. A majority of the outstanding shares of series A preferred stock and common stock, together as one class, will constitute a quorum at the special meeting. On January 9, 2004, we delivered to the holders of all outstanding shares of series A preferred stock a notice that we intend to redeem all outstanding shares of series A convertible preferred stock as of the close of business on February 6, 2004. Because the conversion price associated with the series A convertible preferred stock is significantly lower than the current trading price of our common stock, we expect that most, if not all, of these shares will be converted prior to the redemption date. Each share of series A convertible preferred stock is convertible into 22,222 shares of our common stock, plus any shares of common stock issuable upon payment of accrued and unpaid dividends. Votes withheld, abstentions and broker non-votes (where a broker or nominee does not exercise discretionary authority to vote on a matter) are counted as present for purposes of determining the presence or absence of a quorum for the transaction of business.

A broker non-vote occurs when a broker cannot vote a customer’s shares registered in the broker’s name because the customer did not send the broker instructions on how to vote on the matter. If the broker does not have instructions and is barred by law or applicable rules from exercising its discretionary voting authority in the particular matter, then the shares will not be voted on the matter, resulting in a “broker non-vote.”

Any stockholder giving a proxy has the power to revoke it at any time before the special meeting. It may be revoked by mailing to our Secretary, Michael E. Spicer, at our principal executive offices, 4390 US Route One, Princeton, New Jersey 08540, an instrument of revocation or a duly executed proxy bearing a later date. It may also be revoked by attendance at the special meeting and giving an election to our Secretary to vote in person. If not revoked, the proxy will be voted at the special meeting in accordance with the stockholder’s instructions indicated on the proxy card. If no instructions are indicated, the proxy will be voted (i) FOR the proposal to authorize our board of directors in its discretion to amend the company’s restated certificate of incorporation to effect a reverse stock split of the issued and outstanding shares of the company’s common stock (such split to combine a number of outstanding shares of the company’s common stock between three (3) and seven (7), such number consisting of only whole shares, into one (1) share of the company’s common stock) depending upon a determination by our board of directors that such a reverse stock split is in the best interests of the company and its stockholders, and authorizing our board of directors to file one such amendment; and (ii) in accordance with the judgment of the proxy holders as to any other matter that may properly come before the special meeting or any adjournment thereof.

Our board of directors has unanimously adopted a resolution approving, declaring advisable and recommending to the stockholders for their approval, a proposal that Article Fourth of the company’s restated certificate of incorporation be amended to effect a reverse stock split of the issued and outstanding shares of the company’s common stock (such split to combine a number of outstanding shares of the company’s common stock between three (3) and seven (7), such number consisting of only whole shares, into one (1) share of the company’s common stock). If approved by our stockholders, the reverse stock split would become effective on any date selected by our board of directors prior to our next annual meeting of stockholders. Our board of directors may effect only one reverse stock split. In determining the reverse stock split ratio, our board of directors will consider numerous factors including the historical and projected performance of our common stock, prevailing market conditions and general economic trends, and will place emphasis on the expected closing price of our common stock in the period following the effectiveness of the reverse stock split. Our board of directors will also consider the impact of the reverse stock split ratio on investor interest and our ability to attract and retain employees. The purpose of selecting a range is to give our board of directors the flexibility to provide for a post reverse stock split market price that may allow us to maximize the company’s ability to support future growth. Even if the stockholders approve the reverse stock split, the company reserves the right not to effect the reverse stock split if our board of directors does not deem it to be in the best interests of the company and its stockholders to effect the reverse stock split.

The form of the proposed amendment to effect the reverse stock split, as more fully described below, will effect the reverse stock split but will not change the number of authorized shares of common stock or preferred stock, or the par value of our common stock or preferred stock.

The amendment to our restated certificate of incorporation relating to this proposal 1 is attached to this proxy statement as Appendix A.

Our board of directors approved the proposal authorizing the reverse stock split for the following reasons:

On January 23, 2004, our common stock closed at $1.75 per share. In approving the proposal authorizing the reverse stock split, our board of directors considered that our common stock may not appeal to brokerage firms that are reluctant to recommend lower priced securities to their clients. Investors may also be dissuaded from purchasing lower priced stocks because the brokerage commissions, as a percentage of the total transaction, tend to be higher for such stocks. Moreover, the analysts at many brokerage firms do not monitor the trading activity or otherwise provide coverage of lower priced stocks. Also, our board of directors believes that most investment funds are reluctant to invest in lower priced stocks.

Our board of directors further believes that a higher stock price would help us attract and retain employees. Our board of directors believes that some potential employees are less likely to work for a company with a low stock price, regardless of size of the company’s market capitalization.

Our board of directors also believes our shareholders would benefit from the realignment of our capital structure contemplated by the reverse stock split since we expect it to permit potential recognition of greater shareholder value, which is subject to the dilutative effects of our current capital structure. Our board of directors believes that a reverse stock split is the next logical step in the restructuring process that we have pursued over the past 18 months to better position the company to explore growth opportunities. We expect that our actions to strengthen our capital structure will increase both the marketability of our stock to potential new investors and the ability of large institutional investors to hold our shares.

There are risks associated with the reverse stock split, including that the reverse stock split may not result in an increase in the per share price of our common stock or that any increase in the per share price of our common stock will not be sustained.

This proxy statement includes forward-looking statements, including statements regarding our intent to solicit approval of the reverse stock split, the timing and ratio of the reverse stock split and the potential benefits of the reverse stock split, including, but not limited to, our expectation that all of the series A convertible preferred stock will either be redeemed or converted into common stock, the expectation that the reverse stock split will result in the following: additional investment in the company that will allow the company to focus on opportunities to accelerate its growth, potential for a higher stock price, potential recognition of greater shareholder value, increased investor and service provider interest and an increase in both the marketability of our stock to potential new investors and the ability of large institutional investors to hold our shares. The words “believe,” “expect,” “will,” “may” and similar phrases are intended to identify such forward-looking statements. Such statements reflect the current views and assumptions of the company and are subject to various risks and uncertainties that could cause actual results to differ materially from expectations. These risks include, but are not limited to, risks relating to the volatility of our stock price, general market and economic conditions, the development and sale of our products, the nature of the company’s stockholders and potential stockholders and unexpected delays in preparing, filing and mailing definitive proxy materials for the reverse stock split. For a discussion of these and other risk factors that could affect our business, see “Risk Factors” in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2002 and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.

We cannot predict whether the reverse stock split will increase the market price for our common stock. The history of similar stock split combinations for companies in like circumstances is varied. There can be no assurance that:

The market price of our common stock will also be based on our performance and other factors, some of which are unrelated to the number of shares outstanding. If the reverse stock split is effected and the market price of our common stock declines, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence of a reverse stock split. Furthermore, the liquidity of our common stock could be adversely affected by the reduced number of shares that would be outstanding after the reverse stock split.

The ratio of the reverse stock split will be determined by our board of directors, in its sole discretion. However, the ratio will not exceed a ratio of one-for-seven or be less than a ratio of one-for-three. In determining the reverse stock split ratio, our board of directors will consider numerous factors including the historical and projected performance of our common stock, prevailing market conditions and general economic trends, and will place emphasis on the expected closing price of our common stock in the period following the effectiveness of the reverse stock split. Our board of directors will also consider the impact of the reverse stock split ratio on investor interest and our ability to attract and retain employees. The purpose of selecting a range is to give our board of directors the flexibility to meet business needs as they arise, to take advantage of favorable opportunities and to respond to a changing corporate environment.

If the stockholders approve the proposal to authorize our board of directors to implement the reverse stock split and our board of directors decides to implement the reverse stock split, we will amend the existing provision of our restated certificate of incorporation relating to our authorized capital to add the following paragraph at the end thereof:

“Upon the effectiveness (the “Effective Date”) of the certificate of amendment to the restated certificate of incorporation containing this sentence, each [*] shares of the Common Stock issued and outstanding as of the date and time immediately preceding [date on which the certificate of amendment is filed], the effective date of a Reverse Stock Split (the “Split Effective Date”), shall be automatically changed and reclassified, as of the Split Effective Date and without further action, into one (1) fully paid and nonassessable share of Common Stock. There shall be no fractional shares issued. A holder of record of Common Stock on the Split Effective Date who would otherwise be entitled to a fraction of a share shall, in lieu thereof, be entitled to receive a cash payment in an amount equal to the fraction to which the stockholder would otherwise be entitled multiplied by the closing price of the Common Stock, as reported in the Wall Street Journal, on the last trading day prior to the Split Effective Date (or if such price is not available, the average of the last bid and asked prices of the Common Stock on such day or other price determined by the Company’s board of directors).”

The reverse stock split will be effected simultaneously for all our common stock and the exchange ratio will be the same for all of our common stock. We have assumed that the split effective date will occur after all of the series A preferred stock has been converted into common stock or redeemed. The reverse stock split will affect all of our stockholders uniformly and will not affect any stockholder’s percentage ownership interests in the company, except to the extent that the reverse stock split results in any of our stockholders owning a fractional share. Common stock issued pursuant to the reverse stock split will remain fully paid and nonassessable. The reverse stock split will not affect our continuing to be subject to the periodic reporting requirements of the Securities and Exchange Act of 1934, as amended.

For illustrative purposes only, the following table shows approximately the effect on our common stock of the various potential reverse stock splits:

* Note: amounts of common stock do not include shares that may be issued between now and February 6, 2004, the series A redemption date, as payment of dividends to Series A stockholders upon conversion

Based on stock information as of the record date, after completion of the reverse stock split we will have approximately 56,000,000 to 136,000,000 shares of authorized but unissued shares of common stock (depending on the ratio of the reverse split). These additional shares would be available from time to time for corporate purposes including raising additional capital, acquisitions of companies or assets, for strategic transactions, including a sale of all or a portion of the company, and sales of stock or securities convertible into common stock. We currently have no present intention, plan, arrangement or agreement, written or oral, to issue shares of our common stock for any purpose, except for the issuance of shares of common stock upon (1) the exercise of outstanding options or warrants to purchase our common stock or (2) the conversion of outstanding shares of our series A convertible preferred stock. Although we have no present intention to issue shares of common stock, except as noted above, because of our significant long-term capital requirements, we may in the future raise funds through the issuance of common stock when conditions are favorable, even if we do not have an immediate need for additional capital at such time. We believe that the availability of the additional shares will provide us with the flexibility to meet business needs as they arise, to take advantage of favorable opportunities and to respond to a changing corporate environment. If we issue additional shares, the ownership interests of holders of our common stock may be diluted.

Procedure for Effecting Reverse Stock Split and Exchange of Stock Certificates

If the certificate of amendment is approved by our stockholders, and if our board of directors still believes that a reverse stock split is in the best interests of the company and its stockholders, our board of directors will determine the ratio of the reverse stock split to be implemented. We will file the certificate of amendment with the Secretary of State of the State of Delaware at such time as our board of directors has determined the appropriate effective time for the reverse stock split, or the split effective date. The form of certificate of amendment is attached as Appendix A to this proxy statement and would be tailored to the specific reverse stock split ratio to be effected. Our board of directors may delay effecting the reverse stock split without resoliciting stockholder approval. The reverse stock split will become effective on the split effective date. Beginning on the split effective date, each certificate representing old shares will be deemed for all corporate purposes to evidence ownership of new shares.

As soon as practicable after the split effective date, stockholders will be notified that the reverse stock split has been effected. We expect that our transfer agent, American Stock Transfer & Trust Company, will act as exchange agent for purposes of implementing the exchange of stock certificates. Holders of old shares will be asked to surrender to the exchange agent certificates representing old shares in exchange for certificates representing new shares in accordance with the procedures to be set forth in a letter of transmittal to be sent by us. No new certificates will be issued to a stockholder until such stockholder has surrendered such stockholder’s outstanding certificate(s) together with the properly completed and executed letter of transmittal to the exchange

agent. Any old shares submitted for transfer, whether pursuant to a sale or other disposition, or otherwise, will automatically be exchanged for new shares. STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.

No fractional shares will be issued in connection with the reverse stock split. Stockholders of record who otherwise would be entitled to receive fractional shares because they hold a number of old shares not evenly divisible by the number of new shares for which each old share is to be exchanged, will be entitled, upon surrender to the exchange agent of certificates representing such shares, to a cash payment in lieu thereof at a price equal to the fraction to which the stockholder would otherwise be entitled multiplied by the closing price of the common stock, as reported in the Wall Street Journal, on the last trading day prior to the split effective date (or if such price is not available, the average of the last bid and asked prices of the common stock on such day or other price determined by our board of directors). The ownership of a fractional interest will not give the holder thereof any voting, dividend, or other rights except to receive payment therefor as described herein.

Stockholders should be aware that, under the escheat laws of the various jurisdictions where stockholders reside, where the company is domiciled, and where the funds will be deposited, sums due for fractional interests that are not timely claimed after the split effective date may be required to be paid to the designated agent for each such jurisdiction, unless correspondence has been received by the company or the exchange agent concerning ownership of such funds within the time permitted in such jurisdiction. Thereafter, stockholders otherwise entitled to receive such funds will have to seek to obtain them directly from the state to which they were paid.

The reverse stock split will not affect total stockholders’ equity on our balance sheet. However, because the par value of our common stock will remain unchanged on the split effective date, the components that make up total stockholders’ equity will change by offsetting amounts. Depending on the size of the reverse stock split our board of directors decides to implement, the stated capital component will be reduced to an amount between one-third (¹/3) and one-seventh (¹/7) of its present amount, and the additional paid-in capital component will be increased with the amount by which the stated capital is reduced. The per share net income or loss and net book value of our common stock will be increased because there will be fewer shares of our common stock outstanding. Prior periods’ per share amounts will be restated to reflect the reverse stock split.

Although the increased proportion of unissued authorized shares to be issued could, under certain circumstances, have an anti-takeover effect (for example, by permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the composition of our board of directors or contemplating a tender offer or other transaction for the combination of the company with another company), the reverse stock split proposal is not being proposed in response to any effort of which we are aware to accumulate shares of our common stock or obtain control of us, nor is it part of a plan by management to recommend a series of similar amendments to our board of directors and stockholders. Other than the reverse stock split proposal, our board of directors does not currently contemplate recommending the adoption of any other actions that could be construed to affect the ability of third parties to take over or change control of the company.

Under the Delaware General Corporation Law, our stockholders are not entitled to dissenter’s rights with respect to the reverse stock split, and we will not independently provide stockholders with any such right.

The following is a summary of certain material federal income tax consequences of the reverse stock split and does not purport to be a complete discussion of all of the possible federal income tax consequences of the reverse stock split and is included for general information only. Further, it does not address any state, local or foreign income or other tax consequences. For example, the state and local tax consequences of the reverse stock split may vary significantly as to each stockholder, depending upon the state in which such stockholder resides. Also, it does not address the tax consequences to holders that are subject to special tax rules, such as banks, insurance companies, regulated investment companies, personal holding companies, foreign entities, nonresident alien individuals, broker-dealers and tax-exempt entities. The discussion is based on the provisions of the United States federal income tax law as of the date hereof, which is subject to change retroactively as well as prospectively. This summary also assumes that the old shares were, and the new shares will be, held as a “capital asset,” as defined in the Internal Revenue Code of 1986, as amended (the “Code”) (generally, property held for investment). The tax treatment of a stockholder may vary depending upon the particular facts and circumstances of such stockholder. Each stockholder is urged to consult with such stockholder’s own tax advisor with respect to the tax consequences of the reverse stock split.

Other than the cash payments for fractional shares discussed below, no gain or loss should be recognized by a stockholder upon such stockholder’s exchange of old shares for new shares pursuant to the reverse stock split. The aggregate tax basis of the new shares received in the reverse stock split (including any fraction of a New Share deemed to have been received) will be the same as the stockholder’s aggregate tax basis in the old shares exchanged therefor. In general, stockholders who receive cash upon redemption of their fractional share interests in the new shares as a result of the reverse stock split will recognize gain or loss based on their adjusted basis in the fractional share interests redeemed. The federal income tax liability, if any, generated by the receipt of cash in lieu of a fractional interest should be minimal in view of the low value of the fractional interest. The stockholder’s holding period for the new shares will include the period during which the stockholder held the old shares surrendered in the reverse stock split.

Our view regarding the tax consequence of the reverse stock split is not binding on the Internal Revenue Service or the courts. Accordingly, each stockholder should consult with such stockholder’s own tax advisor with respect to all of the potential tax consequences to such stockholder of the reverse stock split.

TO AUTHORIZE OUR BOARD OF DIRECTORS IN ITS DISCRETION TO AMEND OUR RESTATED CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT OF THE ISSUED AND OUTSTANDING SHARES OF OUR COMMON STOCK (SUCH SPLIT TO COMBINE A NUMBER OF OUTSTANDING SHARES OF OUR COMMON STOCK BETWEEN THREE (3) AND SEVEN (7), SUCH NUMBER CONSISTING OF ONLY WHOLE SHARES, INTO ONE (1) SHARE OF OUR COMMON STOCK) DEPENDING UPON A DETERMINATION BY OUR BOARD OF DIRECTORS THAT SUCH A REVERSE STOCK SPLIT IS IN THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS, AND AUTHORIZING OUR BOARD OF DIRECTORS TO FILE ONE SUCH AMENDMENT.

In this Proposal 1, our stockholders are being asked to authorize our board of directors, in its sole discretion, to amend our restated certificate of incorporation to effect a reverse stock split of our issued and outstanding common stock (such split to combine a number of outstanding shares of our common stock between three (3) and seven (7), such number consisting of only whole shares, into one (1) share of our common stock) at any time prior to the next annual meeting of stockholders.

If the proposed reverse stock split is approved at the special meeting, our board of directors may, in its sole discretion, at any time prior to the next annual meeting of stockholders, authorize the filing of an amendment to

our restated certificate of incorporation effecting the reverse stock split in the form attached to this proxy statement as Appendix A with the Secretary of State of the State of Delaware. Notwithstanding the approval of the reverse stock split at the special meeting, our board of directors may, in its sole discretion, determine not to implement the reverse stock split.

The affirmative vote of the holders of a majority of all outstanding shares of the company stock entitled to vote on this proposal will be required for approval of the certificate of amendment.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE PROPOSAL TO AUTHORIZE OUR BOARD OF DIRECTORS IN ITS DISCRETION TO AMEND OUR RESTATED CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT OF THE ISSUED AND OUTSTANDING SHARES OF OUR COMMON STOCK (SUCH SPLIT TO COMBINE A NUMBER OF OUTSTANDING SHARES OF OUR COMMON STOCK BETWEEN THREE (3) AND SEVEN (7), SUCH NUMBER CONSISTING OF ONLY WHOLE SHARES, INTO ONE (1) SHARE OF OUR COMMON STOCK).

The following table sets forth certain information with respect to beneficial ownership of our shares of common stock as of January 20, 2004: (i) by each person (or group of affiliated persons) who we know to own beneficially more than five percent of our outstanding shares of common stock; (ii) by each individual who served as our chief executive officer during the fiscal year ended December 31, 2003; (iii) by our four most highly paid executive officers who earned more than $100,000 in the fiscal year ended December 31, 2003 and who were employed by us on December 31, 2003; (iv) Samuel D. Isaly, who did not run for re-election to the board of directors in 2003, (v) Ernest Mario and Jeremy Levin who resigned from the board effective June 9, 2003 and August 11, 2003, respectively, (vi) by each of our directors; and (vii) by all of our current directors and executive officers as a group. As of January 20, 2004, we had 87,780,017 shares of common stock outstanding. Except as indicated in the footnotes to this table, the persons named in the table have sole voting and investment power with respect to all shares shown as beneficially owned by them.

Our board of directors does not know of any other matter that may come before the special meeting. If any other matters are properly presented to the special meeting, it is the intention of the persons named in the accompanying proxy to vote, or otherwise to act, in accordance with their best judgment on such matters.

Our board of directors hopes that stockholders will attend the special meeting. Whether or not you plan to attend, you are urged to complete, sign and return the enclosed proxy in the accompanying envelope. A prompt response will greatly facilitate arrangements for the special meeting, and your cooperation will be appreciated. Stockholders of record who attend the special meeting may vote their shares even though they have sent in their proxies.

BY ORDER OF THE BOARD OF DIRECTORS

Michael E. Spicer, Secretary

1. The name of the corporation (hereinafter called the “Corporation”) is Orchid BioSciences, Inc.

2. The Restated Certificate of Incorporation of the Corporation, as amended to date, is hereby further amended by adding the following new sentences to the end of the first paragraph of Article FOURTH thereof:

“Upon the effectiveness (the “Effective Date”) of the certificate of amendment to the restated certificate of incorporation containing this sentence, each [*] shares of the Common Stock issued and outstanding as of the date and time immediately preceding [date on which the certificate of amendment is filed], the effective date of a reverse stock split (the “Split Effective Date”), shall be automatically changed and reclassified, as of the Split Effective Date and without further action, into one (1) fully paid and nonassessable share of Common Stock. There shall be no fractional shares issued. A holder of record of Common Stock on the Split Effective Date who would otherwise be entitled to a fraction of a share shall, in lieu thereof, be entitled to receive a cash payment in an amount equal to the fraction to which the stockholder would otherwise be entitled multiplied by the closing price of the Common Stock, as reported in the Wall Street Journal, on the last trading day prior to the Split Effective Date (or if such price is not available, the average of the last bid and asked prices of the Common Stock on such day or other price determined by the Corporation’s board of directors).”

3. The foregoing amendment was adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.

4. This Certificate of Amendment shall become effective at 5:00 p.m., local time, on [ , 2004].

By:

Name:
Title:

The undersigned hereby appoints Paul J. Kelly, MD and Mr. Michael E. Spicer, jointly and severally, proxies, with full power of substitution, to vote all shares of common stock of Orchid BioSciences, Inc., a Delaware corporation (the “Company”), which the undersigned is entitled to vote at the special meeting of stockholders to be held at the Company’s headquarter, 4390 US Route One, Princeton, New Jersey on February 27, 2004 at 10:00 a.m. local time, or any adjournment thereof. The proxies are being directed to vote as specified below, or, if no specification is made, FOR the proposal to authorize the board of directors in its discretion to amend the Company’s restated certificate of incorporation to effect a reverse stock split of the issued and outstanding shares of the Company’s common stock (such split to combine a number of outstanding shares of the Company’s common stock between three (3) and seven (7), such number consisting of only whole shares, into one (1) share of common stock); and in accordance with their discretion on such other matters that may properly come before the special meeting.

A proposal to authorize the Company’s board of directors in its discretion to amend the Company’s restated certificate of incorporation to effect a reverse stock split of the issued and outstanding shares of the Company’s common stock (such split to combine a number of outstanding shares of the Company’s common stock between three (3) and seven (7), such number consisting of only whole shares, into one (1) share of common stock) depending upon a determination by the board of directors that such a reverse stock split is in the best interests of the Company and its stockholders, and authorizing the Company’s board of directors to file one such amendment.

(Signature(s) must be exactly as name(s) appear on this proxy. If signing as attorney, executor, administrator, trustee or guardian, please give full title as such, and, if signing for a corporation, please give your title. When shares are in the names of more than one person, each should sign this proxy.)


¨ 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 Under Rule 14a-12


	Prior to Reverse Stock Split	After Reverse Stock Split
	Prior to Reverse Stock Split	1-for-3	1-for-4	1-for-5	1-for-6	1-for-7
Authorized	150,000,000	150,000,000	150,000,000	150,000,000	150,000,000	150,000,000
Issued and Outstanding Series A Stock (on an as converted basis*)	5,724,387	1,908,129	1,431,096	1,144,877	954,064	818,198
Issued and Outstanding Common Stock	87,780,017	29,260,005	21,945,004	17,556,003	14,630,002	12,540,002
Available for future issuance*	56,495,596	118,831,866	126,623,900	131,299,120	134,415,934	136,641,800


Name and address of Beneficial Owner*	Number of Shares Beneficially Owned⁽¹⁾	Percent of Class
5% Stockholders

None

Named Executive Officers and Directors

Paul J. Kelly, MD⁽²⁾	75,000	**
Michael E. Spicer⁽³⁾	122,433	**
Sidney M. Hecht, Ph.D.⁽⁴⁾	62,119	**
Samuel D. Isaly⁽⁵⁾	275,000	**
Ernest Mario	None	**
Jeremy Levin	None	**
Kenneth D. Noonan, Ph.D.⁽⁶⁾	12,813	**
George Poste, DVM, Ph.D.⁽⁷⁾	234,035	**
Robert M. Tien, M.D., M.P.H.⁽⁸⁾	51,258	**
Nicole S. Williams⁽⁹⁾	2,917	**
All current directors and executive officers as a group 7 persons)⁽¹⁰⁾	560,575	**