Cell Pathways Closes Private Financing.

Business Editors & Health/Medical Writers

BIOWIRE2K

HORSHAM, Pa.--(BW HealthWire)--March 27, 2002

Cell Pathways, Inc. (Nasdaq:CLPA) today announced that the Company has sold 2.4 million shares of its common stock at $3.70 per share for total proceeds of $8.84 million. For each share purchased, the buyers also received a warrant to purchase one quarter (.25) of a share of common stock at an exercise price of $4.74 per share. The warrants expire on March 26, 2006.

The shares and warrants have not been registered under the Securities Exchange Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements under that Act.

Cell Pathways, Inc., headquartered in Horsham, Pa., is a development stage pharmaceutical company focused on the research and development of novel and unique medications to prevent and treat cancer, the commercialization of these compound and the marketing and selling of oncology-related products made 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. 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.