EpiCept Announces Pricing of Public Offering


EpiCept Announces Pricing of Public Offering

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

EpiCept Corporation (Nasdaq and OMX Nordic Exchange: EPCT) announced
today that it entered into definitive agreements for the purchase of
approximately 6.1 million shares of its common stock at $1.10 per share,
five year warrants to purchase up to approximately 4.6 million shares of
common stock at an exercise price of $1.57 per share exercisable
beginning December 30, 2010 and one year warrants to purchase up to
approximately 6.1 million shares of common stock at an exercise price of
$1.57 per share exercisable beginning December 30, 2010. The company
also has the right to call the short-term warrants if the stock trades
at or above $2 per share for 20 consecutive trading days. The offering
is expected to close on or about June 30, 2010, subject to the
satisfaction of customary closing conditions. EpiCept will receive
approximately $6.2 million in net proceeds from the offering.

Rodman & Renshaw, LLC, a subsidiary of Rodman & Renshaw Capital Group,
Inc. (Nasdaq: RODM) acted as the exclusive placement agent for the
offering.

Net proceeds from the offering will be used to meet working capital
needs and for general corporate purposes. The proceeds of this offering
together with existing cash are expected to be sufficient to fund most
of the balance of the Company's anticipated cash expenditures for 2010.

The proposed public offering is being made pursuant to an effective
registration statement, and may be made only by means of a prospectus
and prospectus supplement. A copy of the prospectus supplement relating
to the common stock and warrants can be obtained from Rodman & Renshaw
LLC, 1251 Avenue of the Americas, 20th Floor, New York, NY 10020, or by
calling 212-356-0549.

An electronic copy of the prospectus supplement will also be available
on the website of the Securities and Exchange Commission (the “SEC”) at
http://www.sec.gov (http://cts.businesswire.com/ct/CT?id=smartlink&div=l
igifhdbeb&url=http%3A%2F%2Fwww.sec.gov&esheet=6342127&lan=en-US&anchor=h
ttp%3A%2F%2Fwww.sec.gov&index=1&md5=156ce510356a04ef960f2341b325b480).

This press release is neither an offer to sell, nor a solicitation of an
offer to buy, nor shall there be any sale of, these securities in any
state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
state.

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&div=ligifhdb
eb&url=http%3A%2F%2Fus.lrd.yahoo.com%2F_ylt%3DAgfqFPfVOEK5M4_Rv8aJvhTjba
9_%3B_ylu%3DX3oDMTEzM2pvaWgxBHBvcwMyBHNlYwNuZXdzYXJ0Ym9keQRzbGsDd3d3c2Vj
Z292%2FSIG%3D15t064n6f%2F**http%253A%2Fcts.businesswire.com%2Fct%2FCT%25
3Fid%3Dsmartlink%2526url%3Dhttp%25253A%25252F%25252Fwww.sec.gov%2526eshe
et%3D6170045%2526lan%3Den_US%2526anchor%3Dwww.sec.gov%2526index%3D2%2526
md5%3D61ec7b72044301e411e3335754ee5c07&esheet=6342127&lan=en-US&anchor=w
ww.sec.gov&index=2&md5=edd15554a33ecf3c2c42905a8174079f) or at
www.epicept.com (http://cts.businesswire.com/ct/CT?id=smartlink&div=ligi
fhdbeb&url=http%3A%2F%2Fus.lrd.yahoo.com%2F_ylt%3DAhBuoawHw6iS3RhJOH9dNN
fjba9_%3B_ylu%3DX3oDMTE2OGhhcWs4BHBvcwMzBHNlYwNuZXdzYXJ0Ym9keQRzbGsDd3d3
ZXBpY2VwdGNv%2FSIG%3D1659oglun%2F**http%253A%2Fcts.businesswire.com%2Fct
%2FCT%253Fid%3Dsmartlink%2526url%3Dhttp%25253A%25252F%25252Fwww.epicept.
com%2526esheet%3D6170045%2526lan%3Den_US%2526anchor%3Dwww.epicept.com%25
26index%3D3%2526md5%3D8b3a48c3367e26fcfbd15295b6d82118&esheet=6342127&la
n=en-US&anchor=www.epicept.com&index=3&md5=bd8a5dafcc7815d2f49692466873a
007). 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
investor@epicept.com (investor@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)

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