Special Meeting of Maxim Stockholders to Be Held on December 21, 2005

Business Wire, Nov 14, 2005

SAN DIEGO -- Maxim Pharmaceuticals, Inc. (Maxim)(Nasdaq:MAXM)(SSE:MAXM) announced today that a special meeting of stockholders would be held on December 21, 2005 at 8:00 a.m., local time, at Maxim's headquarters located at 8899 University Center Lane in San Diego, California. The purpose of the meeting is to consider and vote on a proposal to approve and adopt the Agreement and Plan of Merger, dated as of September 6, 2005, between EpiCept Corporation (EpiCept), and Maxim.

Maxim's board of directors has fixed November 11, 2005, as the record date for the determination of stockholders entitled to notice of, and to vote at, the special meeting of Maxim stockholders. Only holders of record of shares of Maxim common stock at the close of business on the record date will be entitled to notice of, and to vote at, the special meeting. As of the record date, Maxim had 28,402,808 shares of common stock outstanding and entitled to vote.

Maxim's board of directors has unanimously approved the merger agreement and the merger and has determined that the merger agreement and merger are advisable, fair to, and in the best interest of the stockholders of Maxim. Maxim's board of directors recommends that Maxim stockholders vote for the approval and adoption of the merger agreement and the approval of the merger.

The approval and adoption of the merger agreement and approval of the merger will require the affirmative vote of a majority of the outstanding shares of Maxim common stock. No vote of EpiCept's stockholders is required in connection with the issuance of EpiCept common stock to Maxim's stockholders in the merger. EpiCept stockholders have already voted in favor of the merger by authorizing the issuance of the necessary shares of EpiCept stock to complete the merger.

As announced on September 6, 2005, the combined company, to operate under the name EpiCept Corporation, combines a late stage product portfolio of commercially promising pain therapies, a planned cancer product registration filing in Europe and an early stage discovery program for apoptosis inducers and inhibitors designed to address unmet medical needs in the areas of oncology and degenerative diseases. EpiCept is headquartered in Englewood Cliffs, New Jersey and will continue the research operations in San Diego following the proposed merger.

Merger Details

The terms of the merger agreement provide for EpiCept to issue shares of its common stock to Maxim's stockholders in exchange for all of the outstanding shares of Maxim, with EpiCept's stockholders retaining approximately 72 percent ownership of the combined company and Maxim's stockholders receiving approximately 28 percent, calculated on a fully-diluted basis. Based on the recent trading price of Maxim's common stock, the transaction would represent an implied equity value of approximately $121 million for the combined company. EpiCept currently has operations in New Jersey and Munich, Germany. Upon the closing of the transaction, EpiCept's common stock is expected to trade on the Nasdaq National Market on which the company has reserved the symbol "EPCT", and on the Stockholm Stock Exchange. Maxim's current ticker symbol "MAXM" will become inactive on both Nasdaq and the Stockholm exchange after closing.

Additional Information

In connection with the proposed transaction, EpiCept has filed a registration statement that contains a proxy statement/prospectus, and Maxim has filed a definitive proxy statement with the Securities and Exchange Commission. MAXIM'S STOCKHOLDERS OF RECORD ON NOVEMBER 11, 2005 HAVE BEEN MAILED THE PROXY STATEMENT/PROSPECTUS. STOCKHOLDERS OF MAXIM AND OTHER INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS TO THE PROXY STATEMENT/PROSPECTUS) REGARDING THE PROPOSED TRANSACTION BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT EPICEPT, MAXIM AND THE PROPOSED MERGER. Maxim's stockholders may also obtain a free copy of the proxy statement/prospectus, as well as other filings containing information about Maxim and EpiCept, without charge, at the SEC's Internet site (http://www.sec.gov). Copies of the proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the proxy statement/prospectus can also be obtained, without charge, by directing a request to Maxim Pharmaceuticals, 8899 University Center Lane, Suite 400, San Diego, CA 92122, Attention: Investor Relations, Telephone: (858) 453-4040 or MacKenzie Partners, Inc. toll free at (800) 322-2885, or direct at (212) 929-5500. If you are located in Sweden, you can call direct at 46-8-775-02-18.

Participants in the Solicitation

Maxim and its directors and executive officers and EpiCept and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Maxim in connection with the proposed transaction. Information regarding the special interests of these directors and executive officers in the merger transaction is included in the proxy statement/prospectus of Maxim and EpiCept referred to above. Additional information regarding the directors and executive officers of Maxim is also included in Maxim's proxy statement for its 2005 Annual Meeting of Stockholders, which was filed with the SEC on January 19, 2005. Additional information regarding the directors and executive officers of EpiCept is also included in EpiCept's registration statement on Form S-1, which was filed with the SEC on April 18, 2005. These documents are available free of charge at the SEC's web site (http://www.sec.gov) and from Investor Relations at Maxim at the address described above.