EpiCept Corporation and Immune Pharmaceuticals Amend Merger Agreement

  EpiCept Corporation and Immune Pharmaceuticals Amend Merger Agreement


Business Wire

HERZLIYA-PITUACH, Israel & TARRYTOWN, N.Y. -- February 12, 2013

Regulatory News:

Immune Pharmaceuticals Ltd. (“Immune”), a privately held Israeli company, and
EpiCept Corporation (Nasdaq OMX Stockholm Exchange and OTCQX: EPCT) announced
today that they have executed an amendment to the Merger Agreement and Plan of
Reorganization that they signed on November 7, 2012.

Under the terms of the amendment, Immune may, at any time and from time to
time prior to the effective time of the merger, purchase new shares of EpiCept
common stock directly from EpiCept at a purchase price of $0.13 per share. Any
shares of EpiCept common stock sold to Immune in such a pre-merger investment
will be cancelled at the effective time of the merger, but the relative
post-closing ownership percentages in the combined company will be adjusted at
the closing such that, for each $100,000 invested by Immune in EpiCept
pursuant to such a pre-merger investment (up to an aggregate of $500,000), the
post-closing ownership percentage of the pre-closing Immune stockholders in
the combined company will be increased by an additional 0.7%. The amendment
results in values for EpiCept and Immune of $14 million and $61 million,
respectively, for an assumed combined company valuation of approximately $75
million. The parties will negotiate any further adjustments to the relative
post-closing ownership percentages in the combined company that may apply to
amounts in excess of $500,000 that Immune invests by purchasing shares of
EpiCept common stock from EpiCept.

The merger agreement was further amended to allow Immune time to provide its
audited 2012 financial statements, which are required by February 28, 2013.

Daniel Teper, PharmD, CEO of Immune and Robert W. Cook, EpiCept’s Interim
President and Chief Executive Officer, jointly commented, “This amendment was
executed primarily to provide EpiCept with cost effective operating capital
while the merger closing process continues. At the same time, the amendment
provides Immune with time to provide its 2012 GAAP audited financial
statements for inclusion in our proxy statement. As a result of the additional
time allowed for receipt of the audited financial statements, we currently
estimate that the merger transaction will close in the second quarter of

Additional Information

In connection with the proposed transaction, EpiCept will file a proxy
statement with the U.S. Securities and Exchange Commission (SEC) seeking
appropriate stockholder approval. STOCKHOLDERS OF EPICEPT AND OTHER INVESTORS
stockholders will be able to obtain a copy of the proxy statement, as well as
other filings containing information about Immune and EpiCept, without charge,
at the SEC's Internet site (www.sec.gov). Copies of the proxy statement and
the filings with the SEC that will be incorporated by reference in the proxy
statement can also be obtained, without charge, by directing a request to
EpiCept Corporation, 777 Old Saw Mill River Rd, Tarrytown, NY 10591,
Attention: Investor Relations, Telephone: (914) 606-3500.

Participants in the Solicitation

EpiCept and its directors and executive officers and Immune and its directors
and executive officers may be deemed to be participants in the solicitation of
proxies from the stockholders of EpiCept in connection with the proposed
transaction. Information regarding the special interests of these directors
and executive officers in the merger transaction will be included in the proxy
statement of EpiCept referred to above. Additional information regarding the
directors and executive officers of EpiCept is also included in EpiCept's
proxy statement for its 2011 Annual Meeting of Stockholders, which was filed
with the SEC on April 28, 2011. Additional information regarding the directors
and executive officers of EpiCept is also included in EpiCept's registration
statement Post-Effective Amendment No. 1 to Form S-3 on Form S-1, which was
filed with the SEC on April 6, 2012. These documents are available free of
charge at the SEC's web site (www.sec.gov)  and from Investor Relations at
EpiCept at the address described above.

This communication shall not constitute an offer to sell or the solicitation
of an offer to buy any securities, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such jurisdiction. No offering of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities Act
of 1933, as amended (the "Act"). The securities issued in exchange for all of
the outstanding shares of Immune will not be and have not been registered
under the Act and may not be offered or sold in the United States absent
registration or an applicable exception from registration requirements.

The merger agreement and any accompanying issuance of shares by Immune
Pharmaceuticals are not, under any circumstances, to be construed as an
advertisement or a public offering of securities in Israel. Any public offer
or sale of securities in Israel may be made only in accordance with the
Israeli Securities Act-1968 (which requires, inter alia, the filing of a
prospectus in Israel or an exemption therefrom).

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 IL-2, is intended as remission maintenance
therapy in the treatment of 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 in June 2012. Ceplene^® is licensed to MegaPharm Ltd. to
market and sell in Israel and EpiCept has retained 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.

About Immune Pharmaceuticals Ltd.

Immune Pharmaceuticals Ltd. is an Israel and U.S.-based biopharmaceutical
company, focused on the development of next generation antibody therapeutics
addressing unmet medical needs in the treatment of inflammatory diseases and
cancer. Immune licensed worldwide rights for systemic indications of
bertilimumab from iCo Therapeutics (TSX:ICO) in June 2011, while iCo retained
rights to all ophthalmic indications. iCo originally licensed the exclusive
world-wide rights to bertilimumab in 2006 from MedImmune Limited (formerly
known as Cambridge Antibody Technology Limited), the global biologics unit of
AstraZeneca. Additionally, Immune has licensed from Yissum, the Technology
Transfer Company of the Hebrew University of Jerusalem, the injectable
applications of the antibody nanoparticle conjugate technology (NanomAbs®)
developed by Professor Shimon Benita. For more information, visit the Immune
website at: www.immunepharmaceuticals.com

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. You are urged
to consider statements that include the words “may,” “will,” “would,” “could,”
“should,” “believes,” “estimates,” “projects,” “potential,” “expects,”
“plans,” “anticipates,” “intends,” “continues,” “forecast,” “designed,”
“goal,” or the negative of those words or other comparable words to be
uncertain and forward-looking. 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 risk
that we may be unable to complete the proposed merger transaction with Immune
Pharmaceuticals, 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 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.



Immune Pharmaceuticals:
Serge Goldner, CFO, +972 9 886-6612
New York Office:
Anna Baran, 646-937-1941
Director of Corp. Development
EpiCept Corporation:
Robert W. Cook, CEO, 914-606-3500
Press spacebar to pause and continue. Press esc to stop.