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Bacteriophage-based Anti-infective Companies AmpliPhi and Special Phage Services Complete Merger



  Bacteriophage-based Anti-infective Companies AmpliPhi and Special Phage
  Services Complete Merger

Key points

  * AmpliPhi and Special Phage Services have completed their share exchange
    transaction – combined company now trading as AmpliPhi
  * Complementary technologies and expertise in bacteriophage-based therapies
    have created world-leading bacteriophage company
  * Pipeline of innovative development stage anti-bacterial therapies focused
    on antibiotic-resistant infections – applications in human and veterinary
    health
  * Management team led by AmpliPhi’s Phil Young as CEO and Jeremy
    Curnock-Cook as Chairman, with operations in the US, UK and Australia

Business Wire

RICHMOND, Va. & LONDON & SYDNEY -- November 13, 2012

AmpliPhi Biosciences Corporation (OTCBB: APHB) (“AmpliPhi”) and Special Phage
Services (“SPS”) are formally combined following the completion of the share
exchange transaction announced on September 10, 2012. Now trading as AmpliPhi,
the enlarged company combines complementary technologies and expertise in
bacteriophage-based therapies to create an exciting development stage pipeline
of innovative anti-bacterials addressing the rapidly growing global market
treating antibiotic resistant infections.

The transaction was effected through AmpliPhi Australia Pty Limited, a wholly
owned subsidiary of US-based AmpliPhi, acquiring 100% of Sydney-based Special
Phage Holdings Pty Limited (“SPH”), the holding company of SPS in a share
exchange transaction. The combination with AmpliPhi was accepted by 100% of
SPH shareholders, and completed following execution of necessary ancillary
documents.

SPH shareholders (approximately 22.7 million shares outstanding as of
September 7, 2012) will receive up to 40 million shares of AmpliPhi’s common
stock. One half of these shares are held in escrow, of which 8 million will
satisfy potential warranty claims by AmpliPhi under the transaction documents,
and the remaining 12 million shares to be held pending completion of certain
milestones. If all shares held in escrow are released the former shareholders
of SPH will hold approximately 47% of the Company (on a fully diluted basis).

AmpliPhi’s President and CEO, Phil Young, continues to lead the Company
alongside current Chairman Dr. Jeremy Curnock-Cook. They are joined on the
board by Dr. Anthony Smithyman, the founder and past Managing Director of SPH,
and Tony Gellert, previously financial adviser to SPH. Other AmpliPhi board
directors are Caroline Williams, Dr. Mike Perry and Louis Drapeau.

Commenting on the Company’s outlook, Philip Young said, “The combined
discovery and development platform, development expertise and pipeline provide
a compelling proposition in the global quest to develop new solutions to
address the increasing problem of bacterial resistance to current treatments.”

According to Dr. Smithyman the merger could not have come at a better time. He
commented: “As the antibiotic resistance crisis widens and deepens there is a
desperate need for novel antibacterial agents to combat the so-called
‘superbugs’. Over the past seven years both companies have developed
portfolios of phage-based antibacterial product candidates. The combination of
the two companies will create the critical mass required to take these
much-needed products into clinical trials and set the stage for possible
development and commercialization partnerships.”

The focus of the Company remains the development of treatments for bacterial
infections that are resistant to conventional antibiotics. Initial targets
include certain of the so-called ESKAPE organisms (an acronym for Enterococcus
faecium, Staphylococcus aureus, Klebsiella pneumoniae, Acinetobacter
baumannii, Pseudomonas aeruginosa, and Enterobacter species), for example
global pandemic strains of Pseudomonas aeruginosa, MRSA (Methicillin Resistant
Staphylococcus Aureus) and Klebsiella species, as well as Escherichia coli and
other hospital-related infections.

AmpliPhi’s lead program is focused on developing treatments for chronic and
acute lung infections. Initially, the Company is applying its platform
technology to develop treatments for cystic fibrosis and VAP (Ventilator
Associated Pneumonia) patients.

The acquisition of SPS also brings added expertise in veterinary medicine. The
former SPS team has provided evidence of the value of phage-based treatments
in addressing infertility in thoroughbred horses affected by resistant
bacterial infection.

AmpliPhi is evaluating options to finance its drug development programs and
GMP manufacturing and to achieve clinical proof of principle in a Phase 2
study during 2013. Its strategy is to continue to engage in the dialogue in
order to establish collaborations with pharmaceutical companies, governmental
agencies and other partners, maximizing the value of its technology platform
in human and veterinary health.

                                   – Ends –

Notes to editors

AmpliPhi Biosciences

AmpliPhi BioSciences Corporation [OTCBB: APHB], created in 2011 through the
merger of Biocontrol Limited with Targeted Genetics Inc., and subsequent
combination with Special Phage Services in 2012, is a biotechnology company
dedicated to the development of innovative antibacterial solutions to improve
human and animal health through the application of its proprietary
bacteriophage platform. The Company’s lead product development programs are
targeting gram-negative infections that are often resistant to existing
antibiotic treatments. For more information, please visit www.AmpliPhibio.com

Forward-looking Statements

This press release contains certain forward-looking statements that involve
known and unknown risks, delays, uncertainties, and other factors not under
the control of the AmpliPhi. AmpliPhi’s actual results, performance, or
achievements may differ materially from those conveyed in such forward-looking
statements, and AmpliPhi disclaims any intent or obligation to update these
forward-looking statements. Examples of such forward looking statements
include, but are not limited to, statements about: the potential research and
development programs of AmpliPhi; potential therapies and target indications
in both humans and animals that the Company may research and develop; the
benefits of the acquisition of Special Phage Holdings Pty Limited (SPH); and
the number of shares of AmpliPhi that may be issued to the shareholders of SPH
in connection with its acquisition by AmpliPhi and the ownership percentage
such shares may represent of AmpliPhi’s outstanding shares. The factors that
could cause actual results, performance or achievements to differ from the
forward-looking statements include the risk that AmpliPhi’s current financial
resources and future financial resources will be insufficient to enable
AmpliPhi to fund continuing operations; difficulties or delays in obtaining
financing or in entering partnering transactions; and the risk that AmpliPhi’s
product research, development and commercialization efforts will be
unsuccessful. AmpliPhi is not subject to the reporting obligations of the
Securities and Exchange Act of 1934 and, accordingly, is not required to file
current or periodic reports with the Securities and Exchange Commission.

Contact:

For further information please contact:
At the Company
Phil Young, CEO
pjy@ampliphibio.com
+1 650-888-2422
or
Media enquires – College Hill Life Sciences
ampliphi@collegehill.com
Gemma Howe/Stefanie Bacher - UK
+44 20 7457 2020
or
Sue Charles - Managing Partner - Global
+44 (0)7968 726585 (UK)
+61 (0)466 924218 (AUS)
+1 347 448 3210 (USA)
or
Dr Douglas Pretsell – AUS
+61 (0)466 925 966
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