Emisphere Technologies, Inc. Announces Financial Results for Fourth Quarter and Year Ended December 31, 2012

Emisphere Technologies, Inc. Announces Financial Results for Fourth Quarter
and Year Ended December 31, 2012

ROSELAND, N.J., March 28, 2013 (GLOBE NEWSWIRE) -- Emisphere Technologies,
Inc. (OTCBB:EMIS) ("Emisphere" or the "Company") today announced its financial
results for the fourth quarter and year ended December 31, 2012. The Company
plans to host a conference call in the future to provide a Company-wide update
on the status of the business.

FOURTH QUARTER 2012 FINANCIAL RESULTS

Emisphere reported net income of $0.6 million, or $0.01 per basic and diluted
share for the quarter ended December 31, 2012, compared to a net income of
$19.8 million, or $0.33 per basic and $0.30 diluted share for the quarter
ended December 31, 2011.

The Company reported a fourth quarter 2012 operating loss of $2.2 million,
compared to an operating loss of $2.3 million for the same period in 2011.

Total operating expenses were $2.2 million for the fourth quarter 2012, a
decrease of $0.1 million or 7% when compared to the same period in 2011. Total
operating expenses include research and development costs of $0.8 million (an
increase of $0.3 million or 77% compared to the same period in 2011), general
and administrative expenses of $1.4 million (an increase of $0.2 million or
13% compared to the same period in 2011), depreciation and amortization
expense of $0.0 million (a decrease of $0.06 million or 90% compared to the
same period in 2011), and a one-time charge for the impairment of intangible
assets of $0.6 million recorded in 2011. Other income for the fourth quarter
of 2012 was $2.8 million compared to $22.1 million for the fourth quarter of
2011, an decrease of $19.4 million, due primarily to a decrease in fair value
of derivative instruments of $21.2 million, a $1.4 million increase in other
income due to the proceeds from the 2012 Technology Business Tax Certificate
Transfer Program sponsored by the New Jersey Economic Development Authority,
and a $0.5 million decrease in interest expense.

YEAR ENDING DECEMBER 31, 2012 FINANCIAL RESULTS

Emisphere reported a net loss of $1.9 million or $0.03 per basic and diluted
share, for the year ended December 31, 2012, compared to a net income of $15.1
million, or $0.27 per basic and $0.25 per diluted share for the year ended
December 31, 2011.

Total operating expenses were $6.8 million for the year ended December 31,
2012 compared to $8.1 million for the year ended December 31, 2011, a decrease
of $1.3 million or 16%.

Total operating expenses include research and development costs of $1.9
million (a decrease of $0.1 million or 4% compared to 2011), general and
administrative expenses of $4.9 million (a decrease of $0.4 million or 7%
compared to 2011), depreciation and amortization expense of $0.03 million (a
decrease of $0.2 million or 90% compared to 2011), and a one-time charge for
the impairment of intangible assets of $0.6 million in 2011.

Other income for the year ended December 31, 2012 was $1.9 million, compared
to other income of $23.2 million for the year ended December 31, 2011. The
$21.3 million decrease was due primarily to a $20.6 million decrease in the
fair value of derivative instruments, a $0.1 million decrease in investment
and other income, and a $0.6 million increase in interest expense.

We recognized an approximate $3.0 million state income tax benefit as a result
of proceeds from the sale of $36 million of New Jersey net operating losses
through the Technology Business Certificate Transfer Program, sponsored by the
New Jersey Economic Development Authority.

Weighted average basic and diluted shares outstanding for the year ended
December 31, 2012 were 60,687,478 for the year ended December 31, 2012 versus
56,292,511 basic shares outstanding and 59,281,325 diluted shares outstanding
for the year ended December 31, 2011.

LIQUIDITY

As of December 31, 2012, we had approximately $1.5 million in cash, a net
decrease of $1.6 million from December 31, 2011, approximately $34.7 million
in working capital deficiency, a stockholders' deficit of approximately $66.1
million and an accumulated deficit of approximately $467.8million.

As of September 27, 2012, the Company is in default under the terms of the 11%
senior secured convertible notes (collectively, the "MHR Convertible Notes")
issued to MHR Fund Management LLC and certain of its affiliates (collectively,
"MHR").The default is the result of the Company's failure to pay MHR
approximately $30.5 million in principal and interest due and payable on
September 26, 2012 under the terms of the MHR Convertible Notes. The MHR
Convertible Notes are secured by a first priority lien in favor of MHR on
substantially all of our assets. The Company continues to be in default under
the terms of the MHR Convertible Notes and, as a result of such default, MHR
has the ability at any time to foreclose on substantially all of the Company's
assets.On October4, 2012, the Company received notice from MHR that, as a
result of the payment default described above, the default interest rate of
13%per annum will apply with respect to the MHR Convertible Notes, effective
as of September27, 2012. To date, MHR has not demanded payment under the MHR
Convertible Notes or exercised its rights to foreclose on the Company's assets
as a result of the default, and has continued discussions with the Company
regarding proposals relating to the default while reserving all of its rights
under the terms of the MHR Convertible Notes and related documents securing
the Company's obligations under the MHR Convertible Notes. No assurances can
be given as to the outcome of such discussions.

As of September 27, 2012, the Company is also in default under the terms of
certain non-interest bearing promissory notes in the aggregate principal
amount of $600,000 issued to MHR on June 8, 2010 (the "2010 MHR Notes"). The
default is the result of the Company's failure to pay to MHR $600,000 in
principal due and payable on September 26, 2012 under the terms of the 2010
MHR Notes. As with the MHR Convertible Notes discussed above, MHR has not
demanded payment under the 2010 MHR Notes, and has continued discussions with
the Company regarding proposals relating to the 2010 MHR Notes and the
Company's default thereunder while reserving all of its rights under the 2010
MHR Notes. There can be no assurances as to the outcome of such discussions.

On October17, 2012, the Company issued promissory notes (the "Bridge Notes")
to MHR Institutional Partners IIA LP, MHR Institutional Partners II LP, MHR
Capital Partners Master Account LP, and MHR Capital Partners (100)LP in the
principal amount of $1,400,000. The Bridge Notes are secured by a first
priority lien on substantially all of our assets, and are payable on
demand.As of the date hereof, MHR has not demanded payment under the Bridge
Notes.

As of December 31, 2012, the aggregate book value of MHR Convertible Notes,
the 2010 MHR Notes, and the Bridge Notes, including outstanding principal and
interest, was $33.6 million.

In December 2012, the Company received $1.5 million by participating in the
Technology Business Tax Certificate Transfer Program, sponsored by the New
Jersey Economic Development Authority. We anticipate that we will continue to
generate significant losses from operations for the foreseeable future, and
that our business will require substantial additional investment that we have
not yet secured. As such, we anticipate that our existing capital resources
will enable us to continue operations through approximately April 15, 2013, or
earlier if unforeseen events or circumstances arise that negatively affect our
liquidity.

Further, we do not have sufficient resources to develop fully any new products
or technologies unless we are able to raise substantial additional financing
on acceptable terms or secure funds from new or existing partners. We cannot
assure that financing will be available on favorable terms or at all.
Additionally, these conditions may increase the cost to raise capital. If
additional capital is raised through the sale of equity or convertible debt
securities, the issuance of such securities would result in dilution to our
existing stockholders.

While our plan is to raise capital and/or to pursue partnering opportunities,
we cannot be sure that our plans will be successful. If the Company fails to
raise additional capital or obtain substantial cash inflows from existing or
new partners prior to April 15, 2013, or if MHR demands payment under the
terms of the MHR Convertible Notes, the 2010 MHR Notes or the Bridge Notes or
exercises its rights to foreclose on the Company's assets as a result of the
defaults described above, the Company could be forced to cease operations.
These conditions raise substantial doubt about our ability to continue as a
going concern. Consequently, the audit reports prepared by our independent
registered public accounting firm relating to our financial statements forthe
years ended December31, 2012, 2011 and 2010 include an explanatory paragraph
expressing the substantial doubt about our ability to continue as a going
concern. The Company is pursuing several courses of action to address its
deficiency in capital resources including discussions with MHR,
commercialization of its Eligen^® Oral B12 product, leveraging existing
partnerships, and capital markets financings.

PRODUCT DEVELOPMENTS

During 2012, the Company continued to face formidable challenges but has
maintained its focus on efforts to apply the Eligen^® Technology and realize
its value by developing profitable commercial applications. In September 2012,
the Company took several important steps to improve its strategic position: it
hired Mr. Alan L. Rubino as President and Chief Executive Officer and
appointed Mr. Timothy G. Rothwell as Chairman of the Board of Directors. Mr.
Rubino and Mr. Rothwell are seasoned industry executives with major and
emerging pharmaceutical company experiences who form the core of a new
leadership team that will implement the Company's strategic goals. After
evaluating the Company's operations and strategy, the leadership team
determined the Company should refocus its corporate strategy to reemphasize
the commercialization of Oral Eligen^® B12, build new high-value partnerships,
evaluate new prescription medical foods commercial opportunities, reprioritize
the product pipeline, and promote new uses for the Eligen^® Technology.
Spending was redirected and aggressive cost control initiatives were
implemented.

As a result of our recent steps to refocus and prioritize our commercial
opportunities, and promising trends in the industry that should provide new
growth opportunities, we believe that Emisphere's new business strategy will
present opportunities for growth and value creation for the Company and its
shareholders. We recognize, however, that further development, exploration and
commercialization of our technology entails substantial risk and requires
significant operational expenses. We continue to refocus our efforts on
strategic development initiatives to reduce non-strategic spending
aggressively, and seek to obtain the funding necessary to implement our new
corporate strategy.There can be no assurances, however, that the Company will
be able to secure adequate funding to meet its current obligations and
successfully pursue its strategic direction.Furthermore, despite our optimism
regarding the Eligen^® Technology, even in the event that the Company is
adequately funded, there is no guarantee that any of our products or product
candidates will perform as hoped or that such products can be successfully
commercialized.

Emisphere's product pipeline includes the following:

  *Novo Nordisk A/S ("Novo Nordisk") is using Emisphere's Eligen^® Technology
    to develop and commercialize oral formulations of Novo Nordisk's insulins
    and GLP-1 receptor agonists, with a potential GLP-1 drug currently
    undergoing Phase I clinical trials. The first Phase I trial investigated
    the safety, tolerability and bioavailability in healthy volunteers and was
    completed in May 2010. Novo Nordisk also conducted a multiple-dose Phase I
    trial to investigate the safety, tolerability, pharmacokinetics and
    pharmacodynamics in healthy male subjects which was completed in July
    2011.
    
  *The Company has developed an oral formulation of Eligen^® B12 (1000 mcg)
    for use by B12 deficient individuals. On August 5, 2011 we received notice
    from the U.S. Patent Office that the U.S. patent application directed to
    the oral Eligen^® B12 formulation was allowed. This new patent provides
    intellectual property protection for Eligen^® B12 in the U.S. through
    approximately 2029. Currently, we are evaluating the results of our
    clinical trials and market research and exploring alternative development
    and commercialization options with the purpose of maximizing the
    commercial and health benefits potential of our Eligen^® B12 asset.

The Company is continuing with a number of pre-clinical programs using the
Eligen^® Technology in collaboration with other companies, as well as projects
on its own, to improve the oral absorption of selected molecules.

About Emisphere Technologies, Inc.

Emisphere is a biopharmaceutical company that focuses on developing and
commercializing a unique and improved delivery of pharmaceutical compounds,
prescription medical foods and dietary supplements using its Eligen^®
Technology. These molecules and compounds could be currently available or in
development. Such molecules are usually delivered by injection; in many cases,
their benefits are limited due to poor bioavailability, slow on-set of action
or variable absorption. The Eligen^® Technology can be applied to the oral
route of administration as well other delivery pathways, such as buccal,
rectal, inhalation, intra-vaginal or transdermal. The Company's strategy is to
reemphasize the commercialization of Oral Eligen^® B12, build new high-value
partnerships, evaluate new prescription medical foods commercial
opportunities, and promote new uses for the Eligen^® Technology. The Company's
website is: www.emisphere.com.

Safe Harbor Statement Regarding Forward-looking Statements

The statements in this release and oral statements made by representatives of
Emisphere relating to matters that are not historical facts (including without
limitation those regarding the timing or potential outcomes of research
collaborations or clinical trials, any market that might develop for any of
Emisphere's product candidates, the sufficiency of Emisphere's cash and other
capital resources and its ability to obtain additional financing to meet its
capital needs) are forward-looking statements that involve risks and
uncertainties, including, but not limited to, the likelihood that future
research will prove successful, the likelihood that any product in the
research pipeline will receive regulatory approval in the United States or
abroad, the ability of Emisphere and/or its partners to develop, manufacture
and commercialize products using Emisphere's drug delivery technology,
Emisphere's ability to fund such efforts with or without partners, and other
risks and uncertainties detailed in Emisphere's filings with the Securities
and Exchange Commission, including those factors discussed under the caption
"Risk Factors" in Emisphere's Annual Report on Form 10-K for the fiscal year
ended December 31, 2011 (file no. 000-17758) filed on March 21, 2012, the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2012,
filed on August 7, 2012, the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 2012, filed on November 13, 2012, and the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2012, to be filed on or about the date hereof.

EMISPHERE TECHNOLOGIES, INC.
CONDENSED STATEMENTS OF OPERATIONS
For the three months and twelve months ended December 31, 2012 and 2011
(in thousands, except share and per share data)
                                                             
                     For the three months ended For the twelve months ended
                      December 31                December 31,
                     2012          2011          2012           2011
                                                             
Revenue               $--          $--          $--           $--
                                                             
Costs and expenses:                                           
Research and          771           435           1,867          1,951
development
General and
administrative        1,393         1,229         4,935          5,310
expenses
Gain/loss on sale of  (10)          --            (10)           --
fixed assets
Depreciation and      7             67            29             277
amortization
Impairment of         --          598           --           598
intangible assets
Total costs and       2,161         2,329         6,821          8,136
expenses
Operating loss        (2,161)       (2,329)       (6,821)        (8,136)
                                                             
Other non-operating                                           
income (expense):
Other income          --          64            45             137
(expense):
Change in fair value
of derivative                                                 
instruments
Related party         2,416         15,611        7,880          21,957
Other                 --          8,011         230            6,739
Interest expense, net                                         
Related party         (1,080)       (1,540)       (6,236)        (5,631)
Other                 --          --          --           (15)
Total other
non-operating income  1,336         22,146        1,919          23,187
(expense)
Income (loss) before  (825)         19,817        (4,902)        15,051
income tax benefit
Income tax benefit    1,452         --            2,974          --
Net income (loss)     $ 627         $ 19,817      $ (1,928)      $ 15,051
Net income (loss) per $ 0.01        $ 0.33        $ (0.03)       $ 0.27
share, basic
Net income (loss) per $ 0.01        $ 0.30        $ (0.03)       $ 0.25
share, fully diluted
Weighted average
shares outstanding,   60,687,478    60,687,478    60,687,478     56,292,511
basic
Weighted average
shares outstanding,   60,765,805    69,057,776    60,687,478     59,281,325
fully diluted


EMISPHERE TECHNOLOGIES, INC.
BALANCE SHEETS
                                                             
                                             December 31,
                                             2012             2011
                                             (in thousands except share data)
ASSETS                                                        
Current assets:                                               
Cash and cash equivalents                     $ 1,484          $ 3,069
Accounts receivable                           1                22
Inventory                                     249              258
Prepaid expenses and other current assets     49               581
Total Current Assets                          1,883            3,930
Equipment and leasehold improvements, net     12               44
Restricted cash                               247              247
Security deposits                             34               0
Total assets                                  $ 2,176          $ 4,221
                                                             
LIABILITIES AND STOCKHOLDERS' DEFICIT                         
Current liabilities:                                          
Notes payable, including accrued interest and $ 33,607         $ 26,016
net of related discount
Accounts payable and accrued expenses         923              894
Derivative instruments                                        
Related party                                 1,491            9,371
Others                                        598              828
Other current liabilities                     9                42
Total current liabilities                     36,628           37,151
Deferred revenue, non-current                31,614           31,593
Defered lease liability, non-current and      0                4
other liabilities
Total liabilities                             68,242           68,748
                                                             
Stockholders' deficit:                                        
Preferred stock, $.01 par value; authorized                   
2,000,000 shares; none issued and outstanding
Common stock, $.01 par value; authorized
2,000,000 shares; issued 60,977,210 shares    610              610
(60,687,478 outstanding) as of December 31,
2012 andDecember 31, 2010
Additional paid-in-capital                    405,096          404,707
Accumulated deficit                           (467,820)        (465,892)
Common stock held in treasury, at cost;       (3,952)          (3,952)
289,732 shares
Total stockholders' deficit                   (66,066)         (64,527)
Total liabilities and stockholders' deficit   $ 2,176          $ 4,221

CONTACT: Alan L. Rubino, CEO
         973.532.8000 or arubino@emisphere.com
        
         Michael R. Garone, CFO
         973.532.8005 or mgarone@emisphere.com
 
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