Cell Pathways, Inc. Announces $4.35 Million Registered Direct Offering of Common Stock.

Business Editors & Health/Medical Writers

BIOWIRE2K

HORSHAM, Pa.--(BUSINESS WIRE)--Sept. 19, 2002

Cell Pathways, Inc. (Nasdaq:CLPA) today announced that it has entered into binding agreements to sell 6,216,001 shares of its common stock at $0.70 per share, with no resets or warrants, for gross proceeds of $4,351,201 million in a registered direct offering pursuant to a placement agency agreement with J.P. Carey Securities, Inc. The shares issued in this offering were registered pursuant to a shelf registration statement filed with the Securities and Exchange Commission and declared effective in February 2001. Proceeds of $2.8 million have been received, with the balance scheduled to be received by the end of the month. The proceeds will be used by the company for working capital and general corporate purposes.

A Prospectus and Prospectus Supplement may be obtained from J.P. Carey Securities, Inc., Atlanta Financial Center, East Tower, 3343 Peachtree Road, Suite 500, Atlanta, GA 30326, or the company.

The company also announced that it has engaged J.P. Turner & Company, LLC, in connection with potential future financings and to provide other advisory services. J.P. Turner, a member of NASD/SIPC and NIBA, is a regional full-service investment banking, securities trading, and brokerage firm with headquarters in Atlanta, GA and a network of more than 80 offices throughout the United States.

About Cell Pathways

Cell Pathways, Inc., headquartered in Horsham, Pennsylvania, is a development stage pharmaceutical company focused on the discovery, development and commercialization of novel and unique medications to treat and prevent cancer and to treat certain inflammatory diseases. The company additionally markets and sells oncology-related products manufactured by others. For additional information on Cell Pathways, Inc., visit the company's web site at http://www.cellpathways.com.

Certain statements made herein, and oral statements made in respect hereof, constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are those which express plan, anticipation, intent, contingency or future development and/or otherwise are not statements of historical fact. These statements are subject to risks and uncertainties, known and unknown, which could cause actual results and developments to differ materially from those expressed or implied in such statements. These risks are detailed in the Company's reports filed from time to time under the Securities Act of 1933 and/or the Securities Exchange Act of 1934, including the prospectus and prospectus supplement referred to in this release, and include the early stage of development, the costs, delays and uncertainties inherent in basic research and drug development, and the need for further financing. You are encouraged to read these filings as they are made. They are available over the Internet from the SEC in its EDGAR database. Investors are cautioned not to place undue reliance on any such forward-looking statements, any of which may turn out to be wrong due to inaccurate assumptions, unknown risks, uncertainties or other factors. No forward-looking statement can be guaranteed; actual future results may vary materially. Both forward-looking statements and statements of historic fact must be understood in the context of the risks referred to above which characterize the Company's development stage business. The Company undertakes no obligation to update or revise the statements made herein or the factors which may relate thereto.