Pharmexa announces further information about Affitech AS and Pharmexa A/S prior to the planned Extraordinary General Assembly in Pharmexa

On March 3, 2009, Pharmexa A/S and Affitech AS announced a conditional
agreement to merge the two companies by means of a share-for-share acquisition
by Pharmexa A/S of Affitech AS. The combination was contingent upon subsequent
shareholder approval in the two companies. 

The parties announced that on completion of the transaction, Affitech AS'
shareholders would own approximately 70% of the combined company whereas
Pharmexa's shareholders would own approximately 30%. The combined company would
be renamed Affitech A/S and continue its listing on the Nasdaq OMX exchange in
Copenhagen. 

On March 27, 2009, Pharmexa announced that the company had received
confirmation of the approval of the transaction from more than 99.1 % of the
shareholders in Affitech. In accordance with the conditional merger agreement,
this was in excess of the 98.5% approval required for the transaction to
proceed. 

Simultaneously, certain of Affitech's shareholders undertook to invest a
minimum of NOK 32.5 million in the enlarged company post-transaction. This
additional investment will be in the form of a subscription for new shares as
part of and on the same terms as other investors participating in the planned
equity financing of the newly created Affitech A/S expected to be carried out
in the second or third quarter of 2009. 

Background to the proposed combination of Affitech AS and Pharmexa A/S
The combination between Norway-based Affitech AS and Pharmexa A/S based in
Copenhagen, Denmark will create a new public company (Affitech A/S) that the
board of directors in Pharmexa believes is well positioned to play a
significant role in the field of human antibody therapeutics. The planned
integration of the two companies will mark a true transformational event by
combining the antibody discovery expertise and product pipeline of the old
Affitech with the drug development capabilities, processes and infrastructure
of Pharmexa. The board believes that the technologies and competencies of the
two companies will work synergistically to create a fully integrated discovery
and development company capable of moving product candidates quickly from
research into clinical development. 

It is well recognized that the monoclonal antibody market is one of the fastest
growing segments in the biopharmaceutical industry. The vision of the combined
company is to be a leading independent biotech company in the antibody field,
and to achieve sustainable increases in shareholder value. 

The technology and projects of the combined company
Affitech has developed a fully integrated antibody discovery platform
consisting of human antibody libraries with high functionality, based on
phagemid display technology. Affitech uses two patent-protected approaches to
discover biologically functional monoclonal antibodies - MBAS (Molecule Based
Antibody Screening) and CBAS (Cell Based Antibody Selection). Additionally, the
company is presently establishing a next-generation technology called BIMS
(Bispecific IgG-like Molecule with enhanced Selectivity) for generating
bispecific antibodies as potentially highly target-selective and
disease-specific second generation products. 

Based on Affitech's proprietary technologies and know-how, the company has
built a pipeline of promising antibody candidates for internal development or
co-development with collaboration partners. These candidates include: 

•	AT001 (R84) - this antibody is a new selective inhibitor of cancer
angiogenesis and a potential competitor of Genentech/Roche's marketed drugs
Avastin® and Lucentis®. Affitech has co-developed R84 with Peregrine
Pharmaceuticals Inc, a US-based biopharmaceutical company. 

•	AT003 - an antibody targeting EpCAM, a molecule on human cancer cells that
promotes cell cycling and cell proliferation. EpCAM is expressed on many
different human tumors and has been validated as a therapeutic target. The
anti-EpCAM antibody has exhibited increased killing of cancer cells in vitro
compared to a competitors antibody. 

•	AT002 (CBAS-173) - an antibody targeting a cell surface protein known as
Activated Leukocyte Cell Adhesion Molecule (the target is known as ALCAM or
CD166). CBAS-173 is being developed for potential therapeutic use in an
undisclosed indication with unmet medical need. 

•	AT004 and AT005 - Affitech is developing these fully human antibodies
targeted against Phosphatidylserine, a phospholipid exposed on the surface of
viral infected cells and certain cancer cells, in collaboration with Peregrine
Pharmaceuticals Inc. Peregrine Pharmaceuticals has recently reported that
bavituximab, a chimeric antibody against the same target, has shown initial
evidence of efficacy in Phase II studies in lung cancer and breast cancer. The
antibodies are improved second generation versions of bavituximab and are
currently in preclinical development at Peregrine. 

•	AT006 - an antibody product candidate generated in collaboration with the
large pharmaceutical company Roche against an undisclosed cancer target. The
antibody is currently undergoing preclinical studies for efficacy and safety.
These studies are conducted and funded by Roche. 

In addition to these potential new drug products, Affitech is conducting
state-of-the-art  research aimed at developing methods of routinely producing
antibody candidates directed against G-protein coupled receptors (GPCRs). 
Antibodies to these cell surface proteins have substantial potential as human
therapeutics but as yet, few companies have been able to overcome the technical
challenges in this field.  Using its proprietary CBAS technology, Affitech has
recently successfully identified human antibodies to a first such GPCR target.
If and when such innovation is further validated, the combined company may be
in a position to forge significant partnerships with international
biopharmaceutical and pharmaceutical companies in this exciting new area of
antibody drug discovery. 

Outside its therapeutics research and development programs, Affitech has also
developed a new antibody separation reagent known as Protein L for laboratory
and commercial use in the production and purification of antibodies and
antibody fragments. Affitech has been marketing this product towards the
research field, and has formed an alliance with a leading international
healthcare company for the future commercialisation of Protein L in the bulk
antibody purification market. 

In addition to Affitech's antibody therapeutics business and technology
platform, the combined company retains the benefits of potential future income
from the previous therapeutic vaccine business of Pharmexa A/S, in particular: 

•	A telomerase vaccine (GV1001) - all rights to GV1001 belongs to the Korean
company KAEL, but the agreement contains certain milestone payments as well as
royalties on sales of the final product in the event of commercial success.
GV1001 is currently undergoing a large Phase III clinical trial designed and
managed by the Pancreas Cancer Sub-Group, a department of the National Cancer
Research Institute in the United Kingdom which is co-financing the study. 

•	An Alzheimer Disease vaccine (PX106) - licensed to the Danish pharmaceutical
company H. Lundbeck A/S. H. Lundbeck holds an exclusive global license for
PX106 for the treatment of Alzheimer's disease. 

The strengths of the combined company
Affitech's proprietary antibody technology platform has been used successfully
to discover antibodies for several of its collaboration partners which included
Roche, Peregrine, Xoma, NatImmune, Viventia and Omeros. These technologies
include the Molecule-Based Antibody Screening or MBAS and Cell-Based Antibody
Selection or CBAS™ systems. Management believes that the CBAS system not gives
significant opportunities for the discovery of novel antibodies against cell
surface targets such as G-Protein-Coupled Receptors (GPCRs) but also against
cancer stem cell targets. With the recent consolidation in the antibody
discovery industry, the combined company is one of few remaining independent
players in the field. 

Key strengths of the combined company include, but are not limited to:

•	Diversified product candidate pipeline. The combined company has a number of
antibody product candidates in various stages of discovery and early
development. These product candidates are intended to address a variety of
cancers and other chronic diseases. Success with any few of these product
candidates, and success in combating any few of the diseases targeted, should
lead to significant therapeutic and commercial gains. 

•	Technology leadership. The combined company owns a range of proprietary
antibody technologies and techniques in the phage display field that are
state-of-the-art in the industry. These cutting edge technologies allow a
choice of methods in designing and developing product candidates, for ourselves
or for partners. 

•	Intellectual Property. The intellectual property (IP) portfolio of the
combined company in the antibody field is extensive and includes patents
entirely owned by Affitech, as well as worldwide exclusive licenses and
cross-licenses that consolidate its position in antibody medicines. On April 2,
2009 Affitech AS announced that the European Patent Office has granted a
European patent on the use of phagemid particles having an antibody-coliphage
pIII fusion protein, to identify tumor associated antigens on cells by negative
selection. The new patent (EP1065271) is part of the “Breitling” family of
patents, originally filed by the German Cancer Research Centre, (Heidelberg,
Germany), which is exclusively licensed to Affitech AS. 

•	Product development expertise. The staff of the combined company has
extensive product development know-how and expertise, including well
established quality systems, operating procedures, processes and infrastructure
that we believe allow it to conduct pre-clinical and clinical development
activities in a highly professional and efficient manner. 

•	Scientific acumen. The staff scientists of the combined company have strong
credentials and track records in academic circles and our industry. They have
published their work in some of the world's leading scientific journals. Their
technical abilities and research and development experience underpin the
antibody technologies and development projects of the combined company. 

•	Management capabilities: The management of the combined company has a blend
of relevant industry experience and a proven track record to execute. 

The strategy of the combined company
The combined company will focus on the development of fully human monoclonal
antibody drugs of two types: 

(i) Antibodies directed against molecular targets known to play a role in
disease but not currently addressed by existing drugs, and; 

(ii) New and improved versions of marketed antibody therapeutics. 

In addition, the company will also evaluate and if appropriate, consider
in-licensing commercially attractive human antibody drugs from other discovery
research businesses in the antibody therapeutics field. 

To support the combined company's business and partnering strategy the research
and development efforts will focus on using the key assets, capabilities and
strengths of the combined company to create a pipeline of competitive,
proprietary human antibody drugs and to move these products rapidly to the
clinic. The aim is to establish a robust diversified pipeline of clinical
products using a simultaneous, two pronged, risk-mitigating approach that
involves the combination of truly innovative projects against new and exciting
targets with projects against well validated targets. 

To further strengthen its position in the antibody field, the combined company
may expand its operations, organically through internal growth, and
non-organically through the acquisition of additional assets or businesses. 

What are the alternatives to a combination with Affitech?
As previously announced, the board of directors of Pharmexa A/S has diligently
considered and investigated a number of strategic alternatives for the company
since early 2008. This was described already in the company's prospectus dated
January 9, 2008 and in a number of subsequent announcements. 

The aim of the investigations of the strategic alternatives of the company has
been to protect the company's assets, including its ongoing agreements and to
protect shareholder value. As previously announced, the board has considered a
sale of the company, a number of merger and acquisition opportunities, as well
as the creation of a dormant shell company. It has also been considered to
split up the company. 

Based on the board's analysis, the only currently commercially relevant and
technically feasible alternative to a combination with Affitech would be to
shut down virtually all of Pharmexa's activities in order to create a dormant
shell company. The remaining assets of such a dormant shell company would in
essence be Pharmexa's license agreement with H. Lundbeck and the agreement with
KAEL on GV1001. 

The board of directors in Pharmexa has considered this strategic alternative
repeatedly since early 2008. In the opinion of the board of directors, creating
a dormant shell company could have a number of attractions, including but not
limited to: 

•	It does not require additional short term financing. Pharmexa estimates that
such a shell company, after having met all its obligations regarding employees,
facilities, and contractors would still have approximately DKK 7 to 9 million
in cash by the end of 2009. This includes wind up costs for the staff of
approximately DKK 3 million and for executive management of approximately DKK 3
million. The run off costs of housing and other expenses are expected to be in
the order of DKK 3 to 4 million. The company has estimated the yearly cost of
running such an dormant shell company from 2010 and onwards would amount to
approximately DKK 3 to 4 million (a dormant shell company would still need 2-3
employees to serve its contracts and fulfill its obligations as a publicly
traded company on the Nasdaq OMX Nordic Exchange). Potential return of deposits
has not been considered in the estimates given above. 

•	In the short term, a dormant shell company may potentially retain more value
with Pharmexa's current shareholders. Since there is no immediate need for
additional capital, there is no immediate dilution for the shareholders. 

However, in the analysis of the board of directors, creating a dormant shell
company also has a number of important disadvantages, including but not limited
to: 

•	GV1001 would be seen as the main asset in such a company. The further
development of this asset is outside the company's control. No assurance can be
made that the owner of this asset will decide to develop it further, or if they
do which markets and indications they might target. Pharmexa has no recourse
against KAEL, nor is KAEL contractually obligated to continue the development
of GV1001. Although GV1001 has reached an advanced stage, the product may fail
in ongoing or planned clinical trials. Indeed, GV1001 failed in the Primovax
trial which was stopped in May 2008 because the product failed to show a
survival benefit. 

•	The Alzheimers vaccine which Pharmexa A/S has outlicensed to H. Lundbeck is
still in preclinical development. No assurance can be made that H. Lundbeck
will proceed to clinical development with this product candidate. 

•	In view of the current status of GV1001 and the Alzheimers vaccine, the board
of directors in Pharmexa believes that only limited new information about the
potential progress of these product candidates would be released into the
general public in the coming years. Pharmexa A/S as a dormant shell company
would therefore have no news-flow. The board believes that every experience
shows that a publicly listed biotech company that has no news-flow and very
little cash is essentially a worthless company. 

•	Even a dormant shell company would have to raise additional capital in the
future. The current capital resources of Pharmexa A/S are not sufficient to
fund the company until such time where income from milestones or royalties on
GV1001 could potentially fund the company. Dilution will eventually occur. 

•	A dormant shell company would receive no attention from analysts,
shareholders or the press and its stock would therefore trade very little. The
pricing of the stock on the Nasdaq OMX Nordic Exchange would as a consequence
be inefficient. 

•	A dormant shell company with the above mentioned characteristics will enjoy
none of the benefits of being publicly traded but will still carry the costs.
It is difficult to delist a company on the Nasdaq OMX Nordic Exchange. 

•	The board of directors in Pharmexa believes that a dormant shell company with
the above mentioned characteristics will be vulnerable to third party
initiatives that are not in the best interest of Pharmexa's current
shareholders. The board of directors is concerned that a dormant shell company
with 14.000 highly dispersed shareholders is an easy target for an uninvited
bid on the company at a later date. 

In summary, the proposed combination of Affitech AS and Pharmexa A/S will
create a company that is well positioned in the very attractive market of
monoclonal antibody therapeutics. The company´s proprietary technologies are at
the forefront of the industry, have been validated through numerous
partnerships and resulted in  multiple product candidates for further clinical
development. In the future, the discovery engine will fuel a sustainable
pipeline of both innovative products against novel targets and products against
clinically validated targets. These products will be developed alone or in
partnership with others.  In contrast to therapeutic vaccines, the monoclonal
antibody field is well established and growing rapidly.  Consequently, for this
and the other reasons stated above, the board of directors has concluded that
creation of a dormant shell that keeps GV 1001 as its main asset, is a high
risk and unattractive alternative. 

On the basis of these considerations, the board of directors in Pharmexa
believes that the proposed combination with Affitech has the potential to
create significantly more value for Pharmexa's shareholders, both in the short,
medium and long term, than the creation of a dormant shell company. While
Pharmexa's existing shareholders will be diluted under the terms of the
combination agreement with Affitech AS, the board of directors believes that
the fair value of the Affitech business is in excess of the market value of the
shares to be issued in the transaction and that the combination of the two
businesses increases the likelihood of shareholders being able to realize
enhanced value over the short to medium term. 

On this basis, the board of directors and the senior management in Pharmexa A/S
unanimously recommends that the general assembly approves the board's proposal
to combine Pharmexa A/S with Affitech AS. 


Hørsholm, April 7, 2009


Ole Steen Andersen
Chairman of the board of directors, Pharmexa A/S


Additional information:
Claude Mikkelsen, Senior Vice President, Finance & Investor Relations, tel +45
4516 2525 or +45 4060 2558 
Achim Kaufhold, Chief Executive Officer, tel +45 4516 2525