Atlantic Technology Ventures, Inc. Announces Merger With Manhattan Pharmaceuticals, Inc.

Business Editors, Health/Medical Writers

NEW YORK--(BUSINESS WIRE)--Dec. 17, 2002

Atlantic Technology Ventures, Inc. (OTB BB: ATLC.OB), a company engaged in developing and commercializing patented technologies, announced today that it had entered into a merger agreement with Manhattan Pharmaceuticals, Inc., a privately held specialty pharmaceuticals company based in New York.

Under the terms of the merger agreement, a wholly-owned subsidiary of Atlantic will merger with and into Manhattan, with Manhattan remaining as a wholly-owned subsidiary of Atlantic upon completion of the merger. In exchange for their shares of Manhattan stock, Atlantic will issue to each Manhattan stockholder four (4) shares of Atlantic common stock for each one share of Atlantic common stock outstanding just prior to completion of the transaction. When completed, existing Atlantic stockholders will own approximately 20% and Manhattan stockholders will own approximately 80% of the outstanding equity of the combined company. The merger is subject to several closing conditions, including the approval of the stockholders of both companies. Atlantic expects that the merger will be consummated in first quarter of 2003. As a director of Manhattan is also a director of Atlantic, the transaction was approved by all of the disinterested directors of Atlantic and Manhattan.

Following the merger, Manhattan will become a wholly owned subsidiary of Atlantic. Atlantic will thereafter be managed by the officers and directors of Manhattan. The business of Atlantic after the merger will focus predominantly on Manhattan's current business, however, Atlantic will retain its present ownership interest in those technologies currently under development by third parties. These are namely the Avantix (formerly known as "Catarex"), a surgical device for cataract removal being under development by Bausch and Lomb, and IP 751 (formerly known as "CT-3"), a synthetic cannabinoid derivative for treating pain and inflammation under development by Indevus Pharmaceuticals.

About Manhattan Pharmaceuticals, Inc.

Manhattan is a development-stage biopharmaceutical company formed in August 2001. It is engaged in the business of discovering and commercializing novel therapies for treating obesity. The National Institutes of Health estimated that direct costs for the treatment of obesity in the U.S. for 1999 was $102.2 billion. According to a 1999 National Health and Nutritional Examination Survey, nearly 61% of all Americans are considered to be overweight and 26% are considered to be obese. Manhattan believes that none of the currently available treatments, namely over-the-counter medications, prescription medications and bariatric surgeries, are truly safe and effective.

About Oleoyl-Estrone (OE)

Manhattan holds the worldwide exclusive rights to develop and commercialize oleoyl-estrone (OE), an orally administered small molecule that has been shown to cause significant weight loss in extensive preclinical studies, without the need for dietary modifications or exercise. In preclinical studies, OE appears to be safe and effective with no evidence of rebound weight gain after treatment has been discontinued.

OE was developed by Dr. Maria Alemany at the University of Barcelona, who suggests that when cells become filled with fat, they produce OE to trigger the brain to suppress the appetite resulting weight loss. Manhattan believes that cells in obese people do not produce sufficient levels of OE to signal the brain to suppress appetite and trigger weight loss. Based on this concept, Manhattan believes that increasing the level of OE in obese patients may induce weight loss without the need for dietary modification.

Manhattan believes that OE may cause weight loss by acting both centrally in the brain and locally at the cellular level. First, OE appears to act on the hypothalamus of the brain, which is the neurological center that regulates metabolism and body weight. Manhattan believes that increasing the level of OE in the blood essentially resets the brain to believe that a lower body weight is normal, much the way a thermostat resets room temperature. This results in a decreased appetite leading to weight loss. Manhattan further believes that weight loss is maintained after OE treatment is discontinued. Second, fat cells treated in vitro with OE appear to shrink in size. This indicates that there may be a local effect by OE acting directly on fat tissue. Current research indicates that OE stimulates cells to burn fat by making them more receptive to hormones like norepinephrine and other triggers, which leads to fat-burning.

Atlantic's Reasons for the Merger

There are several reasons why the Atlantic board is recommending the approval of the proposed merger. Atlantic has been unable to raise additional funds and is running out of cash to fund its day-to-day operations. Specifically, the Atlantic board concluded that the merger will likely make it easier for us to raise additional funds in the future. Atlantic's post-merger business will be devoted solely to Manhattan's anti-obesity therapeutics business. The board considers this to be an area of potential high growth, which means it should easily attract more investors than does our current business. This would in turn make it more likely that we would be able to re-list our common stock on the Nasdaq SmallCap Market, which would be an important step towards increasing the liquidity of the stock and consequently its value.

For additional information regarding Atlantic Technology Ventures, Inc., please contact Frederic P. Zotos, President of Atlantic Technology Ventures, Inc., at [phone].

For additional information regarding Manhattan Pharmaceuticals, Inc., please contact Joshua A. Kazam [phone].

Safe Harbor Statement

Cautionary statement under the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995: This press release contains certain forward-looking statements that relate to future scientific, business and financial performance. These statements are only predictions and are subject to a number of risks and uncertainties that may cause the actual events or results to differ from those discussed or implied in these statements. These risks and uncertainties include competition from other manufacturers of related technologies, the unavailability of any necessary intellectual property rights possessed by third parties, and certain of those risks described in Atlantic's most recent report on Form 10-KSB with the Securities and Exchange Commission.