VIVALIS : Intercell and Vivalis provide update on the progress towards intended merger

    VIVALIS : Intercell and Vivalis provide update on the progress towards
                               intended merger

 Intercell and Vivalis provide update on the progress towards intended merger

Nantes (France) and Vienna (Austria), Jan. 28^th, 2013 - On  16December2012, 
Vivalis  SA  ("Vivalis")  and  Intercell  AG  ("Intercell")  announced   their 
intention to merge and form Valneva SE ("Valneva"). The merger is  progressing 
well, in line with the timeline communicated at time of announcement:

· The French merger document (Document  E) has been registered by  the 
Autorité des marchés financiers (AMF) on 23January2013

· The full set of applicable merger documents have been made available
on Intercell and Vivalis websites

· Intercell and Vivalis General  Meetings have been convened and  will 
take place on 27February2013 and 4March2013 respectively

· Merger is expected to close in May 2013, after which Valneva intends
to launch a EUR40million capital increase, subject to regulatory approval

Additionally, Vivalis and Intercell have finalized the proposed governance  of 
Valneva, agreeing  on  the following  initial  Supervisory Board  (Conseil  de 
Surveillance) composition:

· Frédéric Grimaud (Chairman), Alain  Munoz and Michel Gréco  proposed 
by Vivalis

· Prof.  Alexander von  Gabain, James  Sulat, and  Prof. Hans  Wigzell 
proposed by Intercell

·   Anne-Marie   Graffin   proposed    by   the   Fonds    Stratégique 
d'Investissement ("FSI"), to be nominated upon closing of the planned  capital 

In addition to the listing of  Valneva Ordinary Shares on NYSE Euronext  Paris 
and on the Vienna Stock Exchange,  Vivalis and Intercell have decided to  also 
apply for  the  listing  of  the Preferred  Shares  on  Euronext  Paris,  upon 
completion of the merger.

Thomas Lingelbach, future  President and Chief  Executive Officer of  Valneva, 
and Franck Grimaud, future President and Chief Business Officer commented: "We
are extremely pleased  with the  progress made on  the merger  and are  moving 
according to our planned timeline.  We expect the merger  to close in May  and 
are ready and very enthusiastic about the next phase."


Vivalis                            Intercell
Philippe Rousseau                  Nina Waibel    

NewCap                             Tel: +(43) 1 20620 1222 / 1116

Axelle Vuillermet / Pierre Laurent

Tel: +33 (0)1 44 71 94 93

About Vivalis

Vivalis is  a biopharmaceutical  company that  provides innovative  cell-based 
solutions to the biotechnology and pharmaceutical industry for the manufacture
of vaccines and recombinant proteins,  and develops monoclonal antibodies  for 
the prevention and treatment  of diseases with  unmet medical needs.  Vivalis' 
expertise and intellectual property are leveraged in two main areas:

1. EB66^® Cell Line

Vivalis offers  research and  commercial licenses  for its  EB66^® cell  line, 
derived from duck  embryonic stem cells,  to pharmaceutical and  biotechnology 
companies for the production of  therapeutic and prophylactic viral  vaccines, 
virosomes, VLPs  and recombinant  proteins, including  monoclonal  antibodies. 
Clinical trials of EB66^® produced vaccines are currently on-going in the  USA 
and Japan  and in  2012 a  vaccine produced  in EB66^®  cells received  market 
approval in Japan for use in animal health. Through these programs,  Vivalis 
receives an  upfront payment,  clinical stage  milestone payments  along  with 
royalties on licensees' net sales.

2. VIVA|Screen(TM) Human Antibody Discovery Platform

Customized solutions for  the discovery, development  and production of  rare, 
fully human  monoclonal  antibodies  are offered  by  Vivalis.  Through  these 
programs, Vivalis receives payments associated  with the funding of  discovery 
research, an upfront  payment, clinical  stage milestone  payments along  with 
royalties on net sales of licensed antibodies that are commercially  developed 
from the use of the platform.

Based in Nantes and Lyon (France)  and in Toyama (Japan), Vivalis was  founded 
in 1999 by the Groupe Grimaud (approx. 1,700 employees), one of the  worldwide 
leaders in  animal genetic  selection. Vivalis  has established  more than  30 
partnerships and licenses  with world leaders  in biopharmaceutical  industry, 
including  Sanofi  Pasteur,  GlaxoSmithKline  Biologicals,  Transgene,  Pfizer 
Animal Health,  Kaketsuken, Kitasato  Daiichi  Sankyo Vaccine,  Merial,  Merck 
Animal Health  and  SAFC  Biosciences.  Vivalis is  a  member  of  the  French 
ATLANPOLE BIOTHERAPIES  and LYON  BIOPOLE  bio-clusters and  a member  of  the 

About Intercell AG

Intercell AG  is a  vaccine-biotechnology  company with  the clear  vision  to 
develop  and  commercialize  novel  immunomodulatory  biologicals  to  prevent 
disease and reduce suffering across the world.

Intercell's vaccine to prevent Japanese Encephalitis (JE) - IXIARO^®/JESPECT^®
- is the  Company's first product  on the  market. This is  a next  generation 
vaccine against the most common  vaccine-preventable cause of encephalitis  in 
Asia licensed in more than thirty countries. A comparable vaccine for  endemic 
markets based on Intercell's technology was launched in 2012 by Biological  E. 
Ltd. under the trade name  JEEV^® in India and  is currently under review  for 
WHO prequalification.

The  Company's  technology  base  includes   novel  platforms,  such  as   the 
patch-based vaccine  delivery  system  and the  proprietary  human  monoclonal 
antibody discovery system eMAB^®, in addition to well-established technologies
upon which Intercell has entered into strategic partnerships with a number  of 
leading pharmaceutical companies, including Merck & Co., Inc., and Sanofi.

The Company's  pipeline of  investigational  products includes  a  development 
program for the pediatric use of Intercell's JE vaccine IXIARO^®/JESPECT^®  in 
non-endemic markets. Furthermore,  the portfolio  comprises different  product 
candidates in  clinical trials:  a  Pseudomonas aeruginosa  vaccine  candidate 
(Phase II/III),  a  vaccine candidate  against  infections with  C.  difficile 
(Phase I)  as  well as  numerous  investigative vaccine  programs  using  the 
Company's IC31^® adjuvant,  e.g. in  a Tuberculosis  vaccine candidate  (Phase 

Intercell has  in-house  cGMP  capability to  manufacture  both  clinical  and 
commercial biologicals at its  fully owned site  in Livingston, Scotland.  The 
manufacturing site is currently dedicated  to the production of the  Company's 
novel Japanese  Encephalitis vaccine.  It  is licensed  and operates  under  a 
Manufacturing Authorisation granted by  the Medicines and Healthcare  products 
Regulatory Agency (MHRA) and it  is also registered by  the FDA. As such,  the 
facility is subject to routine inspection by the MHRA, FDA and other Competent
Authorities in connection with  the manufacture, sale  and supply of  Japanese 
Encephalitis vaccine (trade name IXIARO^®/JESPECT^®).

Intercell is listed on the Vienna Stock Exchange under the symbol "ICLL" (U.S.
level one ADR symbol "INRLY").

For more information, please visit:

Important Information

This Press Release and  the information contained in  it do not constitute  an 
offer to buy, sell or subscribe for any shares in Vivalis SA, Intercell AG  or 
Valneva SE in any  country. The distribution, publication  or release of  this 
Press Release  may be  prohibited or  restricted by  the laws  or  regulations 
applicable in certain countries. Persons  who are physically present in  those 
countries and in countries where  the Press Release is distributed,  published 
or released must comply with local restrictions.

This Press  Release has  not been  and must  not be  distributed published  or 
released in Australia, Canada, Japan or the United States of America.

This announcement  does  not  contain  or  constitute  an  offer  of,  or  the 
solicitation of an offer to buy or subscribe for, securities to any person  in 
the United States of America (the  "United States") or in any jurisdiction  to 
whom or  in which  such  offer or  solicitation  is unlawful.  The  securities 
referred to herein  may not be  offered or  sold in the  United States  absent 
registration  under  the  U.S.  Securities  Act  of  1933,  as  amended   (the 
"Securities Act") or another exemption from,  or in a transaction not  subject 
to, the registration requirements of the Securities Act. The offer and sale of
the securities referred  to herein  has not been  and will  not be  registered 
under the Securities  Act. Any public  offer of the  securities in the  United 
States will be made  pursuant to a  prospectus that may  be obtained from  the 
issuer or the selling  security holder and  will contain detailed  information 
about the company.

The merging  companies  are  European companies.  Information  distributed  in 
connection with  the  proposed merger  and  the related  shareholder  vote  is 
subject to European disclosure requirements  that are different from those  of 
the United  States.  Financial  statements and  information  may  be  prepared 
according to accounting standards  which may not be  comparable to those  used 
generally by companies in the United States.

It may be difficult for you to enforce your rights and any claim you may have
arising under the U.S. federal securities laws in respect of the merger, since
the companies are headquartered outside the United States. You may not be able
to sue the companies or their officers or directors in a European court for
violations of the U.S. securities laws. It may also be difficult to compel the
companies and their affiliates to subject themselves to a U.S. court's
20130128 CP EN


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Source: VIVALIS via Thomson Reuters ONE
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