EpiCept Corporation and Maxim Pharmaceuticals to merge

The new company, to be called EpiCept Corporation, combines a late stage product portfolio of commercially promising pain therapies, a planned cancer product registration filing in Europe and an early stage discovery program for apoptosis inducers and inhibitors designed to address unmet medical needs in the areas of oncology and degenerative diseases.

“This transaction will combine two companies to create a specialty pharmaceutical company with a balanced portfolio of pain management and oncology product candidates,” stated Jack Talley, CEO of EpiCept.

“This broad pipeline will allow the company to be less reliant on the success of any one product candidate. Additionally, several of the product candidates are partnered with respected industry leaders, further limiting the development risk, while other product opportunities are still available for internal development and commercialization.”

The terms of the merger agreement provide for EpiCept to issue shares of its common stock to Maxim shareholders in exchange for all of the outstanding shares of Maxim, with EpiCept shareholders retaining approximately 72% ownership of the combined company and Maxim shareholders receiving approximately 28%, calculated on a fully diluted basis. Based on the recent trading price of Maxim’s common stock, the transaction would represent an implied equity value of approximately $136 million for the combined company.

The transaction is anticipated to close during the fourth quarter of 2005 and is subject to satisfaction of certain customary closing conditions, including the approval of Maxim’s shareholders.