EpiCept Amends Employment Agreement and Completes Severance Agreements with Executive Officers

EpiCept Amends Employment Agreement and Completes Severance Agreements
with Executive Officers

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

EpiCept Corporation (Nasdaq and Nasdaq OMX Stockholm Exchange: EPCT)
announced that it has entered into an Amended and Restated Employment
Agreement with Robert W. Cook, EpiCept's Chief Financial Officer, and
completed severance agreements with each of Stephane Allard, M.D.,
EpiCept's Chief Medical Officer, and Dileep Bhagwat, Ph.D., and Bernard
R. Tyrrell, each a Senior Vice President of EpiCept. The terms of the
severance agreements are identical and are also a part of Mr. Cook's
Amended and Restated Employment Agreement. Relevant terms of each of the
agreements are noted below.

Each Agreement expires on December 31, 2011; provided, however, that the
term of the Agreement shall thereafter be automatically extended for
unlimited additional one-year periods unless, at least three months
prior to the then-scheduled date of expiration, either EpiCept or the
executive gives notice that it/he is electing not to so extend the term
of the Agreement. Upon the occurrence of a change in control, the term
shall automatically be extended for one additional year from the date of
the change in control.

The executive would be entitled to the compensation described below in
the event of termination of his employment under the Agreement:

On any termination of the executive's employment, he shall be entitled
to:

  · base salary through the termination date;
  · the balance of any annual, long-term, or other incentive award
earned in respect to any period ending on or prior to the termination
date, or payable (but not yet paid) on or prior to the termination date;
  · a lump-sum payment in respect of accrued but unused vacation days at
his base salary rate in effect as of the termination date; provided that
no payment shall be made in respect of more than forty (40) accrued but
unused vacation days;
  · other or additional benefits in accordance with the terms of the
applicable plans, programs and arrangements of the company; and
  · payment, promptly when due, of all amounts due in connection with
the termination.

Termination Without Cause. If the executive is terminated without cause,
he is entitled to receive payments equal to:

• a lump-sum payment equal to three quarters (0.75) times his base
salary provided, however, that in the case of a termination resulting
from the expiration of the Agreement pursuant to a notice of
non-extension from EpiCept, the amount shall equal one half (0.5) times
his base salary;

• continued participation, for nine months immediately following the
termination date, in all employee welfare benefit plans, programs and
arrangements, on terms and conditions that are no less favorable to him
than those applied immediately prior to the termination date, and with
COBRA benefits commencing thereafter; provided, however, that in the
case of a termination due to expiration of the term pursuant to notice
of non-extension from the company, the continuation period shall be six
months rather than nine months.

Termination in Connection With a Change in Control. If the executive is
terminated within six months prior to, or within one year and a day
following, a change in control, he is entitled to:

• a lump sum payment equal to the sum of (x) his base salary and (y) the
greater of (I) his target for the year in which the termination occurs
and (II) the annual incentive award awarded to him for the most recently
completed calendar year;

• have each outstanding stock option (including both time-vesting and
performance-vesting awards) become fully vested and exercisable as of
the termination date and remain exercisable through the first
anniversary of the termination date, but in no event beyond its maximum
stated term;

• have each other equity-based award (including both time-vesting and
performance-vesting awards) become fully vested, and non-forfeitable, as
of the termination date; and

• continued participation, for 12 months immediately following the
termination date, in all employee welfare benefit plans, programs and
arrangements, in which he was participating immediately prior to the
Termination Date, on terms and conditions that are no less favorable to
him than those applied immediately prior to the termination date, and
with COBRA benefits commencing thereafter.

In addition to the inclusion of the above terms, Mr. Cook's Amended and
Restated Employment Agreement provides for an annual base salary of
$278,512, his annual salary prior to the completion of the Agreement,
which shall be reviewed no less frequently than annually for increase in
the discretion of the Board of Directors or its compensation committee.
Mr. Cook shall also be eligible for an annual incentive award, with a
target incentive opportunity equal to 30% of his base salary.

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 clinical trials
for EpiCeptTM 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=6375859&lan=en-US&anchor=www.sec.gov&inde
x=1&md5=509b1124da823c98a530e99df0a1bcc6) 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=6375859&lan=en-US&anchor=
www.epicept.com&index=2&md5=a6c703dc22abc9ac9150c08af4e02a4f). 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 Myrexis, Inc.

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)