EpiCept Corporation and Immune Pharmaceuticals Amend Merger Agreement


IMMUNE TO PROVIDE EPICEPT WITH UP TO $0.5 MILLION IN WORKING CAPITAL
HERZLIYA-PITUACH, Israel & TARRYTOWN, N.Y.--(BUSINESS
WIRE (http://www.businesswire.com/))-- 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 2013."

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 ARE URGED TO
READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS TO THE PROXY
STATEMENT) REGARDING THE PROPOSED TRANSACTION WHEN IT BECOMES AVAILABLE BECAUSE
IT WILL CONTAIN IMPORTANT INFORMATION. EpiCept's 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 (http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fww
w 
.sec.gov&esheet=50561110&lan=en
-US&anchor=www.sec.gov&index=1&md5=c6d47ceca8437ba5f1c4a614c3236b42)). 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 (http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fww
w 
.sec.gov&esheet=50561110&lan=en
-US&anchor=www.sec.gov&index=2&md5=7b91ff76eaa75109185d12378a561104)) 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 (http://cts.businesswire.com/ct/CT?id=smartlink&ur
l 
=https%3A%2F%2Fbl2prd0511.outlook.com%2Fowa%2Fredir.aspx%3FC%3DvTNMXx
-pMEeN5b4LC2gwLlcmP10m3M8Id7I5faIgtGYP
-4c15n6t8itlaIcRAe5qszdG97RXl9A.%26URL%3Dhttp%253a%252f%252fwww.immunepharmaceut
i 
cals.com&esheet=50561110&lan=en
-US&anchor=www.immunepharmaceuticals.com&index=3&md5=d993c81b854b805750f846311df
d 
714a)

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 crolibulinTM will not be successful, the
risk that AmiKet™ or crolibulinTM 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 (http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fus.
l 
rd.yahoo.com%2F_ylt%3DAgfqFPfVOEK5M4_Rv8aJvhTjba9_%3B_ylu%3DX3oDMTEzM2pvaWgxBHBv
c 
wMyBHNlYwNuZXdzYXJ0Ym9keQRzbGsDd3d3c2VjZ292%2FSIG%3D15t064n6f%2F**http%253A%2Fct
s 
.businesswire.com%2Fct%2FCT%253Fid%3Dsmartlink%2526url%3Dhttp%25253A%25252F%2525
2 
Fwww.sec.gov%2526esheet%3D6170045%2526lan%3Den_US%2526anchor%3Dwww.sec.gov%2526i
n 
dex%3D2%2526md5%3D61ec7b72044301e411e3335754ee5c07&esheet=50561110&lan=en
-US&anchor=www.sec.gov&index=4&md5=b1ee06c732f10de04d8d71ff042a1b52) or at
www.epicept.com (http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2
F 
us.lrd.yahoo.com%2F_ylt%3DAhBuoawHw6iS3RhJOH9dNNfjba9_%3B_ylu%3DX3oDMTE2OGhhcWs4
B 
HBvcwMzBHNlYwNuZXdzYXJ0Ym9keQRzbGsDd3d3ZXBpY2VwdGNv%2FSIG%3D1659oglun%2F**http%2
5 
3A%2Fcts.businesswire.com%2Fct%2FCT%253Fid%3Dsmartlink%2526url%3Dhttp%25253A%252
5 
2F%25252Fwww.epicept.com%2526esheet%3D6170045%2526lan%3Den_US%2526anchor%3Dwww.e
p 
icept.com%2526index%3D3%2526md5%3D8b3a48c3367e26fcfbd15295b6d82118&esheet=505611
1 
0&lan=en
-US&anchor=www.epicept.com&index=5&md5=e8edbbe33e0f95f787a333579b0c97a4). 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.

EPCT-GEN
Immune Pharmaceuticals:
Serge Goldner, CFO, +972 9 886-6612
serge.goldner@immunepharma.com
or
New York Office:
Anna Baran, 646-937-1941
Director of Corp. Development
anna.baran@immunepharma.com
or
EpiCept Corporation:
Robert W. Cook, CEO, 914-606-3500
rcook@epicept.com

Pièces jointes

02123508.pdf