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Cephalon

Cephalon, Inc. Announces Acquisition of TRISENOX(R) from Cell Therapeutics, Inc.

Frazer, Pennsylvania (ots/PRNewswire)

- Transaction Accelerates Cephalon's Entry into Oncology Market
and Builds Platform for its Growing Oncology Franchise
Cephalon, Inc. (Nasdaq: CEPH) announced today that it has signed
an  agreement with Cell Therapeutics, Inc. (Nasdaq and Nuovo Mercato:
CTIC) and  CTI Technologies, Inc., a wholly owned subsidiary of Cell
Therapeutics, under  which it will acquire all assets related to
TRISENOX(R) (arsenic trioxide)  injection for approximately US$70
million cash. The agreement provides for  future cash payments to
CTI, totaling up to US$100 million, upon the  achievement of certain
label expansions and sales milestones.
Following the acquisition, Cephalon will assume the worldwide
marketing, sales and development of TRISENOX. In 2004, worldwide
sales of TRISENOX were US$26.6 million. Cephalon will offer
employment to CTI sales and commercial personnel now supporting the
TRISENOX brand. The acquisition is subject to the approval of
regulatory agencies, and is expected to close in the third quarter of
2005. Cephalon anticipates the transaction will be neutral to its
2005 earnings.
TRISENOX was approved for marketing in the United States and
Europe in 2000 and 2002, respectively, for the treatment of patients
with relapsed or refractory acute promyelocytic leukemia (APL), a
life-threatening hematologic cancer. In clinical trials, TRISENOX has
been shown to provide high complete response rates (70-75 percent)
and a high molecular remission rate (82 percent) in patients with
relapsed disease. Numerous studies of TRISENOX are being conducted by
independent investigators in a variety of hematologic cancers.
"With TRISENOX for APL and its associated commercial
infrastructure, TREANDA(TM) for non-Hodgkin's lymphoma from the
pending acquisition of Salmedix, and the promise of CEP-701 for acute
myeloid leukemia, we are building a fully integrated oncology
business," said Frank Baldino, Jr., Ph.D., Chairman and CEO of
Cephalon.
"This acquisition allows us to enter the oncology market with a
foundation of experienced sales and scientific personnel in
oncology," added Robert Roche, Executive Vice President, Worldwide
Pharmaceutical Operations. "Cephalon has demonstrated success in
focusing commercial and scientific resources to maximize the value of
early stage commercial products. We believe we have a similar
opportunity to make TRISENOX a mainstay in our growing oncology
portfolio."
In connection with the transaction, Cephalon also will re-acquire
rights to its proteasome inhibitors, which are currently in
pre-clinical development under a co-development agreement with CTI.
Proteasomes are enzymes that play a role in regulating cell function
and growth. The goal of this proteasome inhibitors program is to
develop a new and improved therapy for multiple myeloma.
About Acute Promyelocytic leukemia (APL)
APL is one of eight subtypes of acute myeloid or myelogenous
leukemia (AML). According to the American Cancer Society,
approximately 12,000 patients are diagnosed with AML in the United
States every year, 10 to 15 percent of whom will have the APL
subtype. Research indicates that approximately 10 to 30 percent of
patients with APL will not respond to, or will relapse from
first-line therapy.
About TRISENOX
TRISENOX is believed to have multiple mechanisms of action
including, induction of programmed cell death (apoptosis) and damage
and degradation of the fusion protein PML/RAR. TRISENOX is indicated
for the induction of remission and consolidation in patients with
acute promyelocytic leukemia (APL) who are refractory to, or have
relapsed from, retinoid and anthracycline chemotherapy and whose APL
is characterized by the presence of the t(15;17) translocation or
PML/RAR-alpha gene expression. For details on adverse events
associated with TRISENOX, including boxed warning, full prescribing
information is available at http://www.trisenox.com.
Cephalon, Inc.
Cephalon currently employs more than 2,200 people in the United
States and Europe. U.S. sites include corporate headquarters in
Frazer, Pennsylvania, and offices, laboratories or manufacturing
facilities in West Chester, Pennsylvania, Salt Lake City, Utah, and
suburban Minneapolis, Minnesota. Cephalon's major European offices
are located in Guildford, England, Martinsried, Germany, and
Maisons-Alfort, France.
The company currently markets three proprietary products in the
United States: PROVIGIL(R) (modafinil) Tablets [C-IV], GABITRIL(R)
(tiagabine hydrochloride), and ACTIQ(R) (oral transmucosal fentanyl
citrate) [C-II], and more than 20 products internationally. Further
information about Cephalon and full prescribing information on its
U.S. products is available at http://www.cephalon.com or by calling
1-800-896-5855.
In addition to historical facts or statements of current
condition, this press release may contain forward-looking statements.
Forward-looking statements provide Cephalon's current expectations or
forecasts of future events. These may include statements regarding
the TRISENOX acquisition including the benefits of the acquisition
and the Company's ability to build a fully integrated oncology
business or to maximize the value of TRISENOX and the timing of the
closing of the transaction, anticipated scientific progress on its
research programs, development of potential pharmaceutical products,
including TREANDA and CEP-701, interpretation of clinical results of
TRISENOX, manufacturing development and capabilities, market
prospects for its products, yearly and quarterly sales and earnings
guidance for 2005, including the impact of the TRISENOX transaction
on 2005 guidance, and other statements regarding matters that are not
historical facts. You may identify some of these forward-looking
statements by the use of words in the statements such as
"anticipate," "estimate," "expect," "project," "intend," "plan,"
"believe" or other words and terms of similar meaning. Cephalon's
performance and financial results could differ materially from those
reflected in these forward-looking statements due to general
financial, economic, regulatory and political conditions affecting
the biotechnology and pharmaceutical industries as well as more
specific risks and uncertainties facing Cephalon such as those set
forth in its reports on Form 8-K, 10-Q and 10-K filed with the U.S.
Securities and Exchange Commission. Given these risks and
uncertainties, any or all of these forward-looking statements may
prove to be incorrect. Therefore, you should not rely on any such
factors or forward-looking statements. Furthermore, Cephalon does not
intend to update publicly any forward-looking statement, except as
required by law. The Private Securities Litigation Reform Act of 1995
permits this discussion.
Web site: http://www.cephalon.com
              http://www.trisenox.com

Contact:

Investors: Chip Merritt, +1-610-738-6376, cmerritt@cephalon.com, or
Media: Sheryl Williams, +1-610-738-6493, swilliam@cephalon.com, both
of Cephalon, Inc.