Notice of the Annual Meeting of Stockholders of EpiCept Corporation

Notice of the Annual Meeting of Stockholders of EpiCept Corporation

TARRYTOWN, N.Y.--(BUSINESS WIRE (http://www.businesswire.com/))--
Regulatory News:

With this notice, stockholders of EpiCept Corporation (Nasdaq and Nasdaq
OMX Stockholm: EPCT) are invited to the Annual Meeting of Stockholders
(the "Annual Meeting") on June 14, 2011, at 10:00 a.m. Eastern time at
the IBM Learning Center, 20 Old Post Road, Armonk, New York 10504.

EpiCept stockholders of record at the close of business on April 15,
2011 (the "Record Date") are entitled to vote at the Annual Meeting.

EpiCept has furnished proxy materials to its shareholders over the
Internet, as permitted by rules adopted by the U.S. Securities and
Exchange Commission. On or about May 5, 2011, EpiCept will mail its
shareholders a notice containing instructions on how to access EpiCept's
2010 Annual Report to Stockholders on Form 10-K and its Proxy, as well
as how to vote their shares online. The notice provides instructions on
how you can request a paper copy of these materials by mail, by
telephone or by e-mail. If you are an EpiCept stockholder of record and
do not receive a notice, please contact Mr. Robert Cook at (914)
606-3500.

Items to be Discussed During the Annual Meeting:

Item One:

The first item to be discussed is the election of two directors as Class
III directors to hold office until the 2014 Annual Meeting and until
their respective successors are elected and qualified. The two nominees
for election at the Annual Meeting are listed below with brief
biographies. They are both currently EpiCept directors.

Robert G. Savage has been a member of the Company's Board since December
2004 and serves as the Chairman of the Board. Mr. Savage has been a
senior pharmaceutical executive for over twenty five years. He held the
position of Worldwide Chairman of the Pharmaceuticals Group at Johnson &
Johnson and was both a company officer and a member of the Executive
Committee. He also served Johnson & Johnson in the capacity of a Company
Group Chairman and President of Ortho-McNeil Pharmaceuticals. Most
recently, Mr. Savage was President of the Worldwide Inflammation Group
for Pharmacia Corporation and is presently President and CEO of
Strategic Imagery LLC, a consulting company of which he is the
principal. He has held multiple positions leading marketing, business
development and strategic planning at Hoffmann-La Roche and Sterling
Drug. Mr. Savage is a director of The Medicines Company, a specialty
pharmaceutical company, and is a member of the compensation committee
and the corporate governance and nominating committee. Mr. Savage
received a B.S. in Biology from Upsala College and an M.B.A. from
Rutgers University.

John V. Talley has been our President, Chief Executive Officer and a
Director since October 2001. Mr. Talley has more than 30 years of
experience in the pharmaceutical industry. Prior to joining us, Mr.
Talley was the Chief Executive Officer of Consensus Pharmaceuticals, a
biotechnology drug discovery start-up company that developed a
proprietary peptide-based combinatorial library screening process. Prior
to joining Consensus, Mr. Talley led Penwest Ltd.'s efforts in its
spin-off of its subsidiary Penwest Pharmaceuticals Co. in 1998 and
served as President and Chief Operating Officer of Penwest
Pharmaceuticals. Mr. Talley started his career at Sterling Drug Inc.,
where he was responsible for all U.S. marketing activities for
prescription drugs, helped launch various new pharmaceutical products
and participated in the 1988 acquisition of Sterling Drug by Eastman
Kodak Co. Mr. Talley received his B.S. in Chemistry from the University
of Connecticut and completed coursework towards an M.B.A. in Marketing
from New York University, Graduate School of Business.

The Board recommends that holders of EpiCept common stock vote for the
election of Robert G. Savage and John V. Talley.

Item Two:

The second item to be discussed is the ratification of the selection by
the Audit Committee of the Company's Board of Directors of Deloitte &
Touche LLP as the independent registered public accounting firm for the
year ending December 31, 2011. Deloitte & Touche LLP was EpiCept's
independent registered public accounting firm for the year ended
December 31, 2010. The Board recommends that stockholders vote for the
ratification of the selection of Deloitte & Touche LLP as EpiCept's
independent registered public accounting firm for the year ended
December 31, 2011.

The Board recommends that stockholders vote for the ratification of the
selection by the Audit Committee of the Company's Board of Directors of
Deloitte & Touche LLP as the independent registered public accounting
firm for the year ending December 31, 2011.

Item Three:

The third item to be discussed is to consider and vote upon a proposal
granting EpiCept's Board of Directors the authority to amend the
Certificate of Incorporation to effect a reverse stock split of the
Company's outstanding common stock at any time prior to June 14, 2012 at
a ratio in the range of one for two (1:2) to one for six (1:6) if and as
determined by the Company's Board of Directors. EpiCept is pursuing this
action so that if necessary the Board can effect a reverse stock split
and, with the resulting increase in the bid price of the Company's
common stock, put the Company in a position to regain compliance with
Nasdaq Capital Market Listing Rule 5550(a)(2) requiring a minimum bid
price of $1.00 per share of common stock.

The Board of Directors of EpiCept Corporation recommends that
stockholders vote in favor of the reverse stock split proposal set forth
in the notice of annual meeting and proxy statement. The affirmative
vote of a majority of the outstanding shares of common stock is required
to approve the reverse stock split proposal. Not voting will be
equivalent to casting a negative vote for the reverse stock split
proposal.

Item Four:

The fourth item to be discussed is whether to adjourn the Annual Meeting
to solicit additional proxies in the event there are insufficient votes
to approve the reverse stock split proposal. In order to permit proxies
that have been timely received to be voted for an adjournment, we are
submitting this proposal as a separate matter for consideration. If it
is necessary to adjourn the Annual Meeting and the adjournment is for a
period of less than 30 days, no notice of the time or place of the
reconvened meeting will be given to stockholders, other than an
announcement made at the Annual Meeting.

The Board recommends that stockholders vote for adjournment of the
Annual Meeting to solicit additional proxies in the event there are
insufficient votes to approve the reverse stock split proposal.

Documents:

Stockholders may obtain copies of EpiCept's 2010 Annual Report and Proxy
Statement on its website at
www.epicept.com (http://cts.businesswire.com/ct/CT?id=smartlink&url=http
%3A%2F%2Fwww.epicept.com&esheet=6705937&lan=en-US&anchor=www.epicept.com
&index=1&md5=5b4c5a1c6583d57d258e7a8269df5ac9).

These documents will also be available at the Annual Meeting.

About EpiCept Corporation

EpiCept is focused on the development and commercialization of
pharmaceutical products for the treatment of cancer and pain. The
Company's lead product is Ceplene®, approved in the European Union and
several other countries for the remission maintenance and prevention of
relapse in adult patients with Acute Myeloid Leukemia (AML) in first
remission. In the United States, a pivotal trial is scheduled to
commence in 2011. The Company has two other oncology drug candidates
currently 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. The Company's pain portfolio includes EpiCept™
NP-1, a prescription topical analgesic cream in late-stage clinical
development designed to provide effective long-term relief of pain
associated with peripheral neuropathies.

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. Such forward-looking statements include statements
that 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 our securities may be delisted
from The Nasdaq Capital Market; 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 Ceplene®
will not receive regulatory approval or marketing authorization in the
United States, the risk that Ceplene® will not achieve significant
commercial success, the risk that any required post-approval clinical
study for Ceplene® will not be successful, the risk that we will not be
able to maintain our final regulatory approval or marketing
authorization for Ceplene®, the risk that future financing will not
successfully close or that the proceeds thereof will be materially less
than anticipated, the risk that Azixa™ will not receive regulatory
approval or achieve significant commercial success, the risk that we
will not receive any significant payments under our agreement with
Myrexis, the risk that the development of our other apoptosis product
candidates will not be successful, the risk that clinical trials for
EpiCept™ NP-1 or crolibulinTM will not be successful, the risk that
EpiCept™ NP-1 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 EpiCept™
NP-1 on attractive terms, a timely basis or at all, 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.lrd.yahoo.com%2F_ylt%3DAgfqFPfVOEK5M4_Rv8aJvhTjba9_%3B_ylu%3DX3o
DMTEzM2pvaWgxBHBvcwMyBHNlYwNuZXdzYXJ0Ym9keQRzbGsDd3d3c2VjZ292%2FSIG%3D15
t064n6f%2F**http%253A%2Fcts.businesswire.com%2Fct%2FCT%253Fid%3Dsmartlin
k%2526url%3Dhttp%25253A%25252F%25252Fwww.sec.gov%2526esheet%3D6170045%25
26lan%3Den_US%2526anchor%3Dwww.sec.gov%2526index%3D2%2526md5%3D61ec7b720
44301e411e3335754ee5c07&esheet=6705937&lan=en-US&anchor=www.sec.gov&inde
x=2&md5=ec26e5df753e7659684fc7efdf960f16) or at
www.epicept.com (http://cts.businesswire.com/ct/CT?id=smartlink&url=http
%3A%2F%2Fus.lrd.yahoo.com%2F_ylt%3DAhBuoawHw6iS3RhJOH9dNNfjba9_%3B_ylu%3
DX3oDMTE2OGhhcWs4BHBvcwMzBHNlYwNuZXdzYXJ0Ym9keQRzbGsDd3d3ZXBpY2VwdGNv%2F
SIG%3D1659oglun%2F**http%253A%2Fcts.businesswire.com%2Fct%2FCT%253Fid%3D
smartlink%2526url%3Dhttp%25253A%25252F%25252Fwww.epicept.com%2526esheet%
3D6170045%2526lan%3Den_US%2526anchor%3Dwww.epicept.com%2526index%3D3%252
6md5%3D8b3a48c3367e26fcfbd15295b6d82118&esheet=6705937&lan=en-US&anchor=
www.epicept.com&index=3&md5=6c6ae6f9c4c0d1beb50b3f6a388bd807). 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.

*Azixa is a registered trademark of Myrexis, Inc.

EPCT-GEN

EpiCept Corporation:
Robert W. Cook, 914-606-3500
rcook@epicept.com (rcook@epicept.com)
or
Media:
Feinstein Kean Healthcare
Greg Kelley, 617-577-8110
gregory.kelley@fkhealth.com (gregory.kelley@fkhealth.com)
or
Investors:
Lippert/Heilshorn & Associates
Kim Sutton Golodetz, 212-838-3777
kgolodetz@lhai.com (kgolodetz@lhai.com)
or
Bruce Voss, 310-691-7100
bvoss@lhai.com (bvoss@lhai.com)