Cell Pathways, Inc. Appeals Delisting Notification from Nasdaq.

Business Editors/Health & Medical Writers

BIOWIRE2K

HORSHAM, Penn.--(BUSINESS WIRE)--Jan. 22, 2003

Cell Pathways, Inc. (Nasdaq:CLPA) announced today that it has requested a hearing before a Nasdaq Listing Qualifications Panel to appeal Nasdaq's earlier decision to delist Cell Pathways' common stock from the Nasdaq National Market. The delisting proceedings will be stayed and the company's common stock will continue to be listed on the Nasdaq National Market pending resolution of this appeal. There can be no assurance that the Panel will grant the Company's request for continued listing on the National Market. Nasdaq has not yet set a hearing date for this appeal.

Cell Pathways received notification from Nasdaq that the Company's common stock would be delisted from the Nasdaq National Market because the Company's common stock price fell below Nasdaq's minimum bid price requirements. Specifically, the bid price of the Company's common stock closed at less than $1.00 per share for 30 consecutive trading days and thereby failed to comply with Marketplace Rule 4450(a)(5). After initial notification from Nasdaq on October 17, 2002, the bid price of the Company's common stock did not regain compliance in accordance with Marketplace Rule (4450)(e)(2) during the 90-day period ending January 15, 2003.

In the event that Cell Pathways' does not regain its Nasdaq National Market listing on this appeal, the Company intends to apply to transfer its common stock to the Nasdaq SmallCap Market. Although there can be no assurance that it will do so, if Nasdaq approves the transfer to its SmallCap Market, shares of Cell Pathways common stock would maintain their existing ticker symbol, CLPA. As with the Nasdaq National Market, the SmallCap Market requires listed companies to have a minimum closing bid price of $1.00 per share. Upon transfer to the SmallCap Market, Cell Pathways would be eligible for an additional grace period of 180 days, to achieve compliance with the minimum closing bid requirements.

About Cell Pathways

Cell Pathways, Inc., headquartered in Horsham, Pennsylvania, is an emerging bio-pharmaceutical company focused on the discovery, development and commercialization of novel and unique medications to treat and prevent cancer and to treat certain autoimmune diseases. The company also markets Gelclair(TM) Concentrated Oral Gel manufactured by Sinclair Pharma, Ltd. of the U.K. 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. You are encouraged to read these filings as they are made. They are available over the Internet from the SEC in its EDGAR database. You should also consult the Nasdaq Marketplace Rules for greater detail about the listing requirements and other factors which affect the listing of the company's common stock on any Nasdaq market You should also note the unfavorable market conditions for the stocks of biotech and biopharmaceutical companies which have depressed the market prices of these stocks and may continue to do so, making it difficult to maintain minimum bid price requirements of Nasdaq and other markets and making it correspondingly difficult to finance continued operations through the issuance of equity. 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.