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)--With this notice, stockholders of EpiCept
Corporation (Nasdaq and Nasdaq OMX Stockholm Exchange: EPCT) are invited to the
Annual Meeting of Stockholders (the "Annual Meeting") on June 3, 2010, at 10:00
a.m. Eastern time at the Dolce/IBM Palisades Executive Conference Center, 334
Route 9W, Palisades, New York 10964. 

EpiCept stockholders of record at the close of business on April 19, 2010 (the
"Record Date") are entitled to vote at the Annual Meeting. 

On or about April 23, 2010, a notice of the Annual Meeting with the 2010 Proxy
Statement will be mailed to all EpiCept stockholders of record on the Record
Date. Stockholders of record may grant a proxy with respect to their shares on
the internet or by mail. Voting instructions appear on the proxy card attached
to the 2010 Proxy Statement. EpiCept also mailed to stockholders holding shares
traded on the Nasdaq OMX Stockholm Exchange a notice in Swedish containing
instructions on how to access EpiCept's 2009 Annual Report to Stockholders and
its Proxy, as well as how to vote their shares online. If you are an EpiCept
stockholder of record and did 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 II
directors to hold office until the 2013 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. 

Gerhard Waldheim has been a member of EpiCept's board since July 2005. Since
2000, he has co-founded and built Petersen, Waldheim & Cie. GmbH, Frankfurt,
which focuses on private equity and venture capital fund management, investment
banking and related financial advisory services. Biotech and pharma delivery
systems are among the focal points of the funds managed by his firm. Prior to
that, Mr. Waldheim held senior executive and executive board positions with
Citibank, RZB Bank Austria, BfG Bank in Germany and Credit Lyonnais in
Switzerland; over the years, his banking focus covered lending, technology,
controlling, investment banking and distressed equity. Prior to that, he worked
for the McKinsey banking practice. He received an MBA from Harvard Business
School in 1974 and a JD from the Vienna University School of Law in 1972. 

A. Collier Smyth, M.D. has served as a member of EpiCept's board of directors
since April 2009, following his retirement from Bristol-Myers Squibb Company, or
BMS, where he served as Senior Vice President of Medical Strategy, Oncology.
Prior to his recent retirement from BMS, Dr. Smyth led oncology medical affairs
in the United States, including the U. S. life-cycle development of paclitaxel
(Taxol®), carboplatin (Paraplatin®) and ifosfamide (Ifex®). Most recently, he
participated in the launch of multiple BMS oncology drugs, including cetuximab
(Erbitux®), dasatinib (Sprycel®) and ixabepilone (Ixempra®). During his
thirteen-year tenure with BMS, Dr. Smyth oversaw key aspects of medical
strategy, medical liaison, medical information, clinical operations, regulatory
affairs, quality assurance and compliance in the oncology division of BMS. At
times, medical affairs for virology and immunoscience were added to his oncology
responsibilities. Prior to joining BMS, Dr. Smyth served as vice president of
medical affairs with American Oncology Resources, Inc., now U.S. Oncology, where
he was responsible for establishing the strategic priorities of the country's
largest oncology physician group practice. Previously, Dr. Smyth was the founder
and president of New Hampshire Oncology/Hematology, the first office-based
medical oncology practice in New Hampshire. Dr. Smyth also serves on the Board
of Directors of Ariad Pharmaceuticals, Inc. 

The Board recommends that holders of EpiCept common stock vote for the election
of Gerhard Waldheim and A. Collier Smyth. 

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, 2010. Deloitte & Touche LLP was EpiCept's independent registered public
accounting firm for the year ended December 31, 2009. 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, 2010. 

Documents: 

Stockholders may obtain copies of EpiCept's 2009 Annual Report and Proxy
Statement on its website at www.epicept.com. 

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®, which has been granted full marketing authorization by the European
Commission for the remission maintenance and prevention of relapse in adult
patients with Acute Myeloid Leukemia (AML) in first remission. The Company has
two 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 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 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 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 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 we will not
receive any significant payments under our agreement with Myriad, the risk that
the development of our other apoptosis product candidates will not be
successful, the risk that we will not be able to find a buyer for our ASAP
technology, the risk that clinical trials for EpiCeptTM NP-1 or crolibulin™ will
not be successful, the risk that EpiCept NP-1 or crolibulin™ 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 or at
www.epicept.com. 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 

*Azixa is a registered trademark of Myriad Genetics, Inc.

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

Attachments

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