EpiCept Amends Loan and Security Agreement

  EpiCept Amends Loan and Security Agreement

Business Wire

TARRYTOWN, N.Y. -- August 31, 2012

Regulatory News:

EpiCept Corporation (Nasdaq OMX Stockholm Exchange and OTCQX: EPCT) announced
today that it has amended the Company’s Loan and Security Agreement with
MidCap Financial, LLC ("MidCap" or the “Lender”) effective August 27, 2012.

Pursuant to the terms of the amendment, EpiCept has made a principal
prepayment of $1.2 million, which approximates the scheduled principal
payments due under the Loan and Security Agreement from September 1, 2012
through December 31, 2012. As a result of the prepayment, the current
principal balance of the loan is $4.1 million. The next principal payment is
due on January 15, 2013, and regularly scheduled monthly principal payments
will commence February 1, 2013 until the scheduled maturity of the loan in
March 2014. The Company will continue to make monthly payments of interest to
the Lender as per the Loan and Security Agreement.

EpiCept also agreed, pursuant to the amendment, to maintain a cash balance of
$1.1 million in a bank account that is subject to the security interest
maintained by MidCap under the loan agreement. Further, the Company has
committed to signing a definitive agreement, acceptable to MidCap, by October
15, 2012 with respect to a sale or partnering transaction and to consummate
such a transaction as soon as is practical but in any event no later than
January 15, 2013.

“This amendment is consistent with our current plans to complete a transaction
and leaves us with cash availability similar to what we had prior to the
amendment,” remarked Robert Cook, EpiCept interim President and CEO. “While we
cannot be certain that an acceptable transaction can be completed according to
this timetable or at all, we are intently focused on concluding a transaction
within the deadlines set forth in the amendment.”

EpiCept engaged SunTrust Robinson Humphrey in January 2012 to assist in
exploring strategic alternatives to maximize the commercial opportunity of
AmiKet™ for the treatment of CIPN following taxane-based therapy. The
engagement is focused on the identification and implementation of a strategy
designed to optimize AmiKet™’s value for the Company’s stockholders, which
includes the evaluation of potential transactions involving the sale of the
Company. EpiCept is considering various transactions to obtain additional cash
resources to fund operations, including the sale or licensing of assets and
the sale of equity securities. Current cash is anticipated to be sufficient to
run operations into the fourth quarter of 2012. If EpiCept is unable to
complete a transaction or otherwise obtain funding on a timely basis, the
Company may default on its loans or be declared in default under the Loan and
Security Agreement, which would entitle the Lender to sell the Company’s
intellectual property and other assets. See the Company’s Quarterly Report on
Form 10-Q for the period ended June 30, 2012 for a further discussion of its
liquidity and cash position.

About EpiCept Corporation

EpiCept is focused on the development and commercialization of pharmaceutical
products for the treatment of pain and cancer. The Company's pain portfolio
includes AmiKet™, a prescription topical analgesic cream in late-stage
clinical development designed to provide effective long-term relief of pain
associated with peripheral neuropathies. The Company's product Ceplene^®, when
used concomitantly with low-dose interleukin-2 (IL-2) is intended as remission
maintenance therapy in the treatment of acute myeloid leukemia (AML) for adult
patients who are in their first complete remission. The Company sold all of
its rights to Ceplene^® in Europe and certain Pacific Rim countries and a
portion of its remaining Ceplene^® inventory to Meda AB. Ceplene^® is licensed
to MegaPharm Ltd. to market and sell in Israel and EpiCept has retained its
rights to Ceplene^® in all other countries, including countries in North and
South America. The Company has other oncology drug candidates in clinical
development that were discovered using in-house technology and have been shown
to act as vascular disruption agents in a variety of solid tumors.

Forward-Looking Statements

This news release and any oral statements made with respect to the information
contained in this news release contain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements include statements which express plans,
anticipation, intent, contingency, goals, targets, future development and are
otherwise not statements of historical fact. These statements are based on our
current expectations and are subject to risks and uncertainties that could
cause actual results or developments to be materially different from
historical results or from any future results expressed or implied by such
forward-looking statements. Factors that may cause actual results or
developments to differ materially include: the risks associated with the
adequacy of our existing cash resources and our ability to continue as a going
concern, the risks associated with our ability to continue to meet our
obligations under our existing debt agreements, the risk that Azixa™ will not
receive regulatory approval or achieve significant commercial success, the
risk that we will not receive any significant payments under our agreement
with Myrexis, the risk that clinical trials for AmiKet™ or crolibulin^TM will
not be successful, the risk that AmiKet™ or crolibulin^TM will not receive
regulatory approval or achieve significant commercial success, the risk that
we will not be able to find a partner to help conduct the Phase III trials for
AmiKet™ on attractive terms, a timely basis or at all, the risk that Ceplene^®
will not receive regulatory approval or marketing authorization in the United
States or Canada, the risk that Ceplene^® will not achieve significant
commercial success, the risk that our other product candidates that appeared
promising in early research and clinical trials do not demonstrate safety
and/or efficacy in larger-scale or later-stage clinical trials, the risk that
we will not obtain approval to market any of our product candidates, the risks
associated with dependence upon key personnel, the risks associated with
reliance on collaborative partners and others for further clinical trials,
development, manufacturing and commercialization of our product candidates;
the cost, delays and uncertainties associated with our scientific research,
product development, clinical trials and regulatory approval process; our
history of operating losses since our inception; the highly competitive nature
of our business; risks associated with litigation; and risks associated with
our ability to protect our intellectual property. These factors and other
material risks are more fully discussed in our periodic reports, including our
reports on Forms 8-K, 10-Q and 10-K and other filings with the U.S. Securities
and Exchange Commission. You are urged to carefully review and consider the
disclosures found in our filings which are available at www.sec.gov or at
www.epicept.com. You are cautioned not to place undue reliance on any
forward-looking statements, any of which could turn out to be wrong due to
inaccurate assumptions, unknown risks or uncertainties or other risk factors.

*Azixa is a registered trademark of Myrexis, Inc.

Contact:

EpiCept Corporation:
Robert W. Cook, (914) 606-3500
rcook@epicept.com
or
Media:
Feinstein Kean Healthcare
Greg Kelley, (617) 577-8110
gregory.kelley@fkhealth.com
or
Investors:
LHA
Kim Sutton Golodetz, (212) 838-3777
kgolodetz@lhai.com
or
Bruce Voss, (310) 691-7100
bvoss@lhai.com
 
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