Transcept Pharmaceuticals Announces that ISS Proxy Advisory Services Recommends "AGAINST" All Proposals Subject to a Vote at the

     Transcept Pharmaceuticals Announces that ISS Proxy Advisory Services
Recommends "AGAINST" All Proposals Subject to a Vote at the December 19, 2013
                       Special Meeting of Stockholders

PR Newswire

POINT RICHMOND, Calif., Dec. 11, 2013

POINTRICHMOND, Calif., Dec.11, 2013 /PRNewswire/ --Transcept
Pharmaceuticals, Inc.(Nasdaq: TSPT) today announced that ISS Proxy Advisory
Services ("ISS"), a leading independent proxy voting and corporate governance
advisory firm, has recommended that stockholders vote "AGAINST" all proposals
introduced by a group of stockholders consisting of Roumell Asset Management,
Retrophin, Inc. and SC Fundamental (the "stockholder group"). In its
recommendation, ISS noted that the stockholder group had not presented any
arguments in support of its proposals. ISS further noted that the stockholder
group had not filed definitive proxy materials, an investor letter or
presentation with the SEC to articulate the case in support of its proposals.

As previously announced, Transcept intends to hold a special meeting of
stockholders (the "special meeting") on December19, 2013, at 8:00 a.m., local
time, at the offices of Latham& Watkins LLP located at 140 Scott Drive, Menlo
Park, California 94025, to vote on two proposals from the stockholder group.

1.To request that the Board of Directors (the "Board") take all actions
    necessary to eliminate the Tax Benefit Preservation Plan, dated as of
    September13, 2013, by and between Transcept and American Stock Transfer&
    Trust Company, LLC.

    The Board unanimously recommends a vote "AGAINST" this proposal.
    ISS has also recommended a vote "AGAINST" this proposal.
2.To remove, without cause, as directors of Transcept each of Christopher B.
    Ehrlich, Glenn A. Oclassen, Jake R. Nunn, G. Kirk Raab and each person, if
    any, nominated, appointed or elected by the Board after October2, 2013
    and prior to the special meeting to become a member of the Board at any
    future time or upon any event.

    The Board unanimously recommends a vote "AGAINST" this proposal.
    ISS has also recommended a vote "AGAINST" this proposal.

The only purpose of the special meeting is to consider the proposals that are
described above and that are more fully addressed in the Transcept definitive
proxy statement filed with the SEC on December 9, 2013.

"Consistent with the ISS recommendation, we urge stockholders to vote
"AGAINST" both of the proposals put forth in the upcoming special meeting of
stockholders," stated Glenn A. Oclassen, President and Chief Executive
Officer. "The Transcept Board and management team have clearly articulated a
strategy that we believe will maximize the return for our stockholders. Key
elements of this plan include a reduction of our monthly burn rate, and
working with Leerink Swann, our financial and strategic advisor, as we
actively seek a merger partner. We intend to continue this effort into the
first quarter of 2014, while remaining open to all opportunities to enhance
stockholder value. We are evaluating a range of alternatives, some of which
may result in a transaction with a partial distribution of cash to
stockholders concurrent with the transaction. If we cannot identify a
transaction that we reasonably believe will enhance stockholder value by the
end of the first quarter 2014, we intend to proceed with a liquidation of the
Company."

About Transcept

Transcept Pharmaceuticals, Inc.is a specialty pharmaceutical company focused
on the development and commercialization of proprietary products to address
important therapeutic needs in the field of neuroscience. The company's lead
development candidate is TO-2070, a novel, rapidly absorbed treatment for
acute migraine incorporating dihydroergotamine (DHE) as the active drug.
Preclinical data suggest that TO-2070 may offer significant migraine treatment
benefits beyond those provided by less convenient and more invasive DHE drug
delivery methods, such as injection, liquid nasal sprays or pulmonary
inhalation.

The Transcept management team developed Intermezzo®from concept to its
approval by theFDAin 2011.Purdueholds commercialization and development
rights for Intermezzo in the United States.For further information about
Transcept, please visitwww.transcept.com. For information about Intermezzo,
please visitwww.MyIntermezzo.com.

Forward looking statements

This press release contains forward-looking statements that involve
substantial risks and uncertainties. All statements, other than statements of
historical facts, included in this press release regarding our strategy,
future operations, future financial position, future revenue, projected
expenses, prospects, plans and objectives of management are forward-looking
statements. Examples of such statements include, but are not limited to,
statements relating to the following: the reduction in our monthly burn rate;
our pursuit of strategic initiatives to increase stockholder value, including
the nature, timing and effect of such strategic initiatives; and our
expectations regarding the special meeting of stockholders. Transcept may not
actually achieve the plans, carry out the intentions or meet the expectations
or projections disclosed in our forward-looking statements and you should not
place undue reliance on these forward-looking statements. Actual results or
events could differ materially from the plans, intentions, expectations and
projections disclosed in the forward-looking statements. Various important
factors could cause actual results or events to differ materially from the
forward-looking statements that Transcept makes, including the following: our
ability to identify and reach an agreement with a potential merger partner;
achieving acceptance of Intermezzo by physicians, patients and third party
payors; our dependence on our collaboration withPurdue; our ability to
develop TO-2070; obtaining, maintaining and protecting regulatory exclusivity
and intellectual property protection for Intermezzo and TO-2070; and the
ability of Transcept to obtain additional funding, if needed, to support its
business activities.These and other risks are described in greater detail in
the "Risk Factors" section of Transcept periodic reports filed with the SEC.
Forward-looking statements do not reflect the potential impact of any future
in-licensing, collaborations, acquisitions, mergers, dispositions, joint
ventures, or investments Transcept may enter into or make. Transcept does not
assume any obligation to update any forward-looking statements, except as
required by law.

Company Contact:
Transcept Pharmaceuticals, Inc.
Leone Patterson
Vice President, Chief Financial Officer
(510) 215-3500
lpatterson@transcept.com

Investor Contact:
MacKenzie Partners, Inc.

Bob Marese
Executive Vice President
(212) 929-5405
bmarese@mackenziepartners.com

Dan Burch
CEO
(212) 929-5748
dburch@mackenziepartners.com

SOURCE Transcept Pharmaceuticals, Inc.

Website: http://www.transcept.com
 
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