EpiCept Increases Exercise Price of Warrants in June 2010 Offering


EpiCept Increases Exercise Price of Warrants in June 2010 Offering

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

EpiCept Corporation (Nasdaq and OMX Nordic Exchange: EPCT) has amended
the exercise price of its Series A Warrants and Series B Warrants sold
in June 2010 from $1.57 per share to $1.64 per share. The exercise price
was amended by Amendment No.1 dated as of July 8, 2010, to the
Securities Purchase Agreement between EpiCept and each of the purchasers
signatory thereto, which amended the Securities Purchase Agreement dated
June 25, 2010 between EpiCept and each of the purchasers signatory
thereto. Other than the exercise price of the Warrants, all other terms
of the Warrants, and all other terms of the Securities Purchase
Agreement dated June 25, 2010, remain in full force and effect. EpiCept
had 44.2 million shares of common stock outstanding immediately before
the offering, and after consummation of the offering there are now 50.4
million shares outstanding (without taking into effect the issuance of
any shares that would be outstanding after exercise of either the Series
A or Series B Warrants also issued in the offering).

On July 9, 2010, EpiCept received a letter from the Nasdaq Stock Market
stating that the original exercise price of the Warrants of $1.57 per
share, which was the closing sale price of EpiCept's common stock on
June 25, 2010, the date of the Securities Purchase Agreement, amounted
to a discount to market price, given that it was lower than the closing
bid price of EpiCept's common stock on that date, which was $1.64, and
that EpiCept had therefore violated the shareholder approval rule as set
forth in Listing Rule 5635(d)(2). On July 13, 2010, EpiCept received a
letter from Nasdaq stating that, based on EpiCept's amendment of the
exercise price of the Warrants to $1.64 under Amendment No.1 to the
Securities Purchase Agreement, Nasdaq had determined that EpiCept had
complied with Listing Rule 5635(d)(2) and that the matter is now closed.

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=6360389&lan=en-US&anchor=w
ww.sec.gov&index=1&md5=8377d57f441cce91861ac964482d0473) 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=6360389&la
n=en-US&anchor=www.epicept.com&index=2&md5=8a78a30c0b907230b7f03bd4edee9
22d). 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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