EpiCept Announces Results of Annual Meeting of Stockholders

TARRYTOWN, N.Y.--(BUSINESS WIRE)--Regulatory News:

EpiCept Corporation (Nasdaq and OMX Nordic Exchange: EPCT) announced today the results of its 2009 Annual Meeting of Stockholders held on June 2, 2009 in Stockholm, Sweden. The meeting was adjourned in order to provide the company time to secure additional proxies with respect to one proposal, and reconvened on July 2, 2009 at the company’s headquarters in Tarrytown, New York.

Holders of an aggregate of 118,143,166 shares of the Company’s common stock were entitled to vote at the meeting. The results of the voting conducted on June 2, 2009 were as follows:

Proposal One. The election of two directors to serve for the ensuing three years until their respective successors are elected and qualified.

Name of Nominee	Total Votes For	Total Votes Withheld
Guy C. Jackson	68,220,125	830,085
Wayne P. Yetter	68,267,441	782,769

The Stockholders reelected, by a plurality of the votes cast, Guy C. Jackson and Wayne P. Yetter to the Board of Directors of EpiCept. They will serve until the Annual Meeting of Stockholders in 2012 and until their successors are elected and qualify.

Proposal Two. The ratification of the selection by the Audit Committee of EpiCept’s Board of Directors of Deloitte & Touche LLP as the independent registered public accounting firm for the year ending December 31, 2009.

Total Votes For	Total Votes Against	Total Votes Abstained
55,808,046	632,292	12,662,292

The appointment of Deloitte & Touche LLP was ratified.

Proposal Four. Amend the 2005 Equity Incentive Plan to increase the number of available shares to 13,000,000 shares.

Total Votes For	Total Votes Against	Total Votes Abstained
30,902,620	17,054,759	14,232,805

The amendment to our 2005 Equity Incentive Plan was approved.

Proposal Five. Approve the 2009 Employee Stock Purchase Plan (the “ESPP”) and authorize the issuance of up to 1,000,000 shares pursuant to the ESPP.

Total Votes For	Total Votes Against	Total Votes Abstained
43,063,872	5,281,591	13,792,301

The 2009 ESPP was approved.

The results of the voting conducted at the reconvened meeting on July 2, 2009 were as follows: Proposal No. 3 on amending the company’s Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares of capital stock of the company from 180,000,000 (consisting of (i) 175,000,000 shares of common stock of the company, par value $0.0001 per share, and (ii) 5,000,000 shares of preferred stock of the company, par value $0.0001 per share) to 230,000,000 (consisting of (i) 225,000,000 shares of common stock of the company, par value $0.0001 per share, and (ii) 5,000,000 shares of preferred stock of the company, par value $0.0001 per share) was approved by the stockholders with 64.0 million votes in favor and 7.3 million votes opposed to the proposal, and 3.5 million abstentions.

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 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^TM 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, contains 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 be launched in Europe in the second half of 2009 or achieve significant commercial success, the risk that we are unable to find a suitable marketing partner for Ceplene^® on attractive terms, a timely basis or at all, 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 our securities may be delisted by The Nasdaq Capital Market and that any appeal of the delisting determination may not be successful, the risk that Ceplene^® will not receive regulatory approval or marketing authorization in the United States or Canada, the risk that Myriad's development of Azixa™ will not be successful, 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 we will not be able to find a buyer for our ASAP technology, the risk that clinical trials for EpiCept^TM NP-1 or crinobulin will not be successful, the risk that EpiCept^TM NP-1 or crinobulin 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^TM 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 or at www.epicept.com. 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.