Advanced Photonix Inc. Announces Merger With Jenner Biotherapies.

Business Editors & Health/Medical Writers

CAMARILLO, Calif.--(BUSINESS WIRE)--Sept. 27, 2001

Advanced Photonix Inc.(R) ("API") (AMEX:API) today announced it had successfully completed its previously announced negotiations with Jenner Biotherapies Inc. and entered into a letter of intent pursuant to which Jenner would merge with a newly formed subsidiary of API.

The terms of the transaction call for the stockholders of Jenner to receive 28,586,457 shares of API's common stock, plus (or minus) an additional number of shares of common stock to be determined by dividing the amount by which Jenner's current assets exceed (or are less than) its total liabilities at the effective time of the merger, by the average closing price of the common stock over the 10 business days preceding the effective time of the merger (but in no event more than $1.50 or less than $.50 a share).

The number of shares of common stock issued to the shareholders of Jenner in connection with the transaction (excluding shares that may be issued in respect of Jenner's current assets and outstanding stock options) is expected to represent approximately 70 percent of the total number of API's shares immediately following the effective time of the merger. Accordingly, the shareholders of Jenner will have the power to elect all of the directors of API.

Consummation of the transaction is contingent upon stockholder approval, receipt of an opinion from Stout, Risius, Ross Inc. to the effect that the merger is fair to the stockholders of API from a financial point of view, execution of a definitive merger agreement, and other conditions.

Hayden Leason and The Leason Family Partnership are the principal stockholders of Jenner. Leason is a former chairman, chief executive officer and principal shareholder of API.

Jenner (previously Jenner Technologies Inc.) was incorporated in December 1992 to develop immunotherapies for cancer. The company has two product platforms: vaccines for the therapy of cancer (prostate, colorectal and lung cancer) and macrophage activators for cancer therapy, and abrogation of side effects of chemotherapy.

Products currently under development are: MEPACT, a liposome mtppe that is a macrophage activator for use against osteosarcoma, which has successfully completed a Phase III trial; JENACT, a macrophage activator being developed for treatment of side effects related to chemotherapy; PSA VACCINE, a cancer vaccine developed for treatment of prostate cancer; KSA VACCINE, a cancer vaccine developed for use against colon and other cancers; and EMUACT, a vaccine emulsion developed for use in conjunction with the administration delivery of Jenner's cancer vaccines.

Jenner recently entered into a worldwide license agreement with a major Japanese pharmaceutical company for Jenner's PSA VACCINE. The licensee has a right to terminate the agreement at any time.

Under the terms of the license agreement, Jenner was paid $250,000 upon signing on May 15, 2001, and an additional sum of $2,100,000 in July 2001. Jenner is scheduled to receive milestone payments of $250,000 on Dec. 15, 2001, and $5,000,000 on Dec. 15, 2003. Finally, Jenner will receive $10,000,000 upon the FDA's approval of a New Drug or Biological License Application. In addition, Jenner will be entitled to receive royalties upon future sales of PSA VACCINE by the licensee.

The PSA VACCINE is a therapeutic prostate cancer vaccine, which stimulates the body's own immune system to attack prostate cancer cells in the patient.

Additional information is available from the Jenner Biotherapies Inc. Web site at http://www.jennerbiotherapies.com.

Richard Kurtz, the chairman of API, commented: "The Jenner merger offers the API shareholders an opportunity to maximize the value of their holdings. The combination of API's solid business and Jenner's product and market opportunities creates a winning combination for both companies."

Advanced Photonix is a high-technology company that designs and manufactures silicon photo detectors, optoelectronic hybrid assemblies and proprietary solid-state large area avalanche photodiodes. Information concerning the company is available on the Internet at http://www.advancedphotonix.com.

This release includes "forward-looking" statements that involve a number of risks and uncertainties, including the risks and uncertainties inherent in ongoing business negotiations, and assuming that negotiations are successfully concluded and that an agreement is entered into, the risks and uncertainties of implementing such an agreement, including related financial, management and accounting issues.