EXHIBIT 99.1

                                ANDRX CORPORATION
              ANNUAL MEETING OF STOCKHOLDERS _______________, 2000
         THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
                                ANDRX CORPORATION

         The undersigned hereby appoints Alan P. Cohen and Elliot F. Hahn,
Ph.D., as Proxies, each with full power to appoint a substitute, to represent
and to vote, with all the powers the undersigned would have if personally
present, all the shares of common stock, $.001 par value per share, of Andrx
Corporation held of record by the undersigned on _________, 2000 at the Annual
Meeting of Stockholders to be held on ____________, 2000 or any adjournment or
adjournments thereof.

         PROPOSAL 1. Approval of proposal to adopt an agreement and plan of
merger and reorganization under which:

         o        Andrx and Cybear, Inc. will each merge with a separate
                  subsidiary of Andrx Corporation, a Delaware corporation newly
                  formed by us for this purpose,

         o        Each outstanding share of our existing common stock will be
                  converted into one share of Andrx Corporation's Andrx Group
                  Common Stock and .1493 of a share of Andrx Corporation's
                  Cybear Group Common Stock, and

         o        Each outstanding share of Cybear's common stock will be
                  converted into one share of Andrx Corporation's Cybear Group
                  Common Stock.

                  FOR [ ]           AGAINST [ ]               ABSTAIN [ ]

         PROPOSAL 2.

         [ ]      FOR ALL THE NOMINEES LISTED BELOW  [ ] WITHHOLD AUTHORITY
                  (except as marked to the contrary below) to vote for all
                  nominees listed below

                  Chih-Ming J. Chen, Ph.D.
                  Irwin C. Gerson
                  Michael A. Schwartz, Ph.D.

         (INSTRUCTIONS: To withhold authority for any individual nominees, write
that nominee's name in the space below.)


         PROPOSAL 3.  Approval of proposal to adopt the 2000 Stock Option Plan

                  FOR [ ]  AGAINST [ ]      ABSTAIN [ ]

         PROPOSAL 4. To ratify the selection of Arthur Andersen LLP as
independent certified public accountants for Andrx Corporation for the fiscal
year ending December 31, 2000.

                  FOR [ ]  AGAINST [ ]      ABSTAIN [ ]



         In their discretion, the Proxies are authorized to vote upon other
business as may come before the meeting.

         This proxy, when properly executed, will be voted in the manner
directed herein by the undersigned stockholder. If no direction is made, the
Proxy will be voted FOR Proposals 1, 2, 3 and 4.

                                 Dated: _________________________ , 2000

                                 _______________________________________
                                                   (Signature)

                                 _______________________________________
                                                   (Signature)

                                 PLEASE SIGN HERE

                                 Please date this proxy and sign your name
                                 exactly as it appears hereon.

                                 Where there is more than one owner, each
                                 should sign. When signing as an agent,
                                 attorney, administrator, executor, guardian,
                                 or trustee, please add your title as such.
                                 If executed by a corporation, the proxy
                                 should be signed by a duly authorized
                                 officer who should indicate his office.

      PLEASE DATE, SIGN, AND MAIL THIS PROXY CARD IN THE ENCLOSED ENVELOPE.
             NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.