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EPIX Pharmaceuticals Announces Noteholders’ Right to Require the Company to Repurchase $3.2 Million Outstanding Balance of 3% Convertible Senior Notes Due 2024

Business Wire, June 03, 2009

LEXINGTON, Mass. -- EPIX Pharmaceuticals, Inc. (OTCBB: EPIX.OB), a biopharmaceutical company focused on discovering and developing novel therapeutics through the use of its proprietary and highly efficient in silico drug discovery platform, announced today that the holders of its $3.2 million outstanding balance of 3% Convertible Senior Notes Due 2024 will have the right to require EPIX to repurchase the Notes on August 5, 2009.

The delisting of the Company’s common stock from the NASDAQ Capital Market on May 14, 2009 constituted a Designated Event resulting from a Termination of Trading as defined in the Indenture governing the Notes. As a result, each holder of the Notes will have the right to require the company to repurchase such holder’s Notes, in whole or in part, in any integral multiple of $1,000, at a price equal to 100% of the principal amount, plus accrued and unpaid interest (the “Repurchase Price”). On August 5, 2009, but not before then, the Repurchase Price will become due and payable upon any Notes designated by the holders to be repurchased, and any interest thereon will cease to accrue on and after such date.

To exercise the repurchase right, Noteholders must submit their election to require repurchase to U.S. Bank National Association, the Trustee under the Indenture, by 10:00 am, Eastern Time, on August 5, 2009. The election must include the name of the holder, the principal amount of the Notes to be repurchased (and, if any security is to be repurchased in part, the serial number thereof, the portion of the principal amount thereof to be repurchased and the name of the person in which the portion thereof to remain outstanding after such repurchase is to be registered) and a statement that an election to exercise the repurchase right is being made thereby. This election and the corresponding Notes must be sent via overnight courier or mail, registered or certified mail, or presented by hand to the Trustee at: U.S. Bank National Association, Corporate Trust Services, 60 Livingston Avenue, St. Paul, MN 55107, 1-800-934-6802. Holders that surrender their Notes through the Depository Trust Company (“DTC”) need not submit a physical election notice to the Trustee if such holders comply with the transmittal procedures of DTC.

The conversion rate currently in effect for the Notes is 22.39 shares of common stock for each $1,000 principal amount of Notes. The right to convert the Notes into common stock is not currently exercisable and all conversion rights with respect to Notes tendered for repurchase will terminate on August 4, 2009.

Noteholders with questions about the repurchase right are encouraged to contact the company.

About EPIX

EPIX Pharmaceuticals is a biopharmaceutical company focused on discovering and developing novel therapeutics through the use of its proprietary and highly efficient in silico drug discovery platform. The company has a pipeline of internally-discovered drug candidates currently in clinical development (see www.trialforAD.com) to treat diseases of the central nervous system and lung conditions. EPIX also has collaborations with leading organizations, including GlaxoSmithKline, Amgen and Cystic Fibrosis Foundation Therapeutics.

This news release contains express or implied forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on current expectations of management. These statements relate to, among other things, expectations concerning the right of the holders of our 3% Convertible Senior Notes Due 2024 to require us to repurchase the Notes. These statements are neither promises nor guarantees, but are subject to a variety of risks and uncertainties, many of which are beyond our control, and which could cause actual results to differ materially from those contemplated in these forward-looking statements. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to update or revise the information contained in this press release, whether as a result of new information, future events or circumstances or otherwise. For additional information regarding these and other risks that we face, see the disclosure contained in our filings with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q.

Copyright Business Wire 2009
 

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