Cell Pathways Denies Allegations of Wrongdoing Asserted in Class Actions.

Business Editors

HORSHAM, Penn.--(BUSINESS WIRE)--March 27, 2001

Cell Pathways, Inc. (Nasdaq: CLPA) announced today that a complaint was filed against the Company and two officers in the federal court in Philadelphia on March 13, 2001, alleging that the Company had made false and misleading statements about the Company's drug, Aptosyn(TM)(exisulind), as a treatment for Familial Adenomatous Polyposis. The complaint seeks unspecified damages on behalf of a purported class of all persons who purchased Company common stock from October 27, 1999 through September 22, 2000 inclusive. Subsequently, two identical complaints were filed on behalf of other stockholders. The Company denies allegations of any wrongdoing and intends to vigorously contest the litigation.

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. Such risks and uncertainties relate to, among other factors, the uncertainties and risks of litigation, the risk of our prior pending securities class action litigation; the availability of insurance; the absence of approved products; history of operating losses and the need for further financing; early stage of development; the costs, delays and uncertainties inherent in science, basic pharmaceutical research, drug development, clinical trials and the regulatory approval process, with respect to both our current product candidates and our future product candidates, if any; dependence on the development and market acceptance of Aptosyn(TM) (exisulind) for one or more significant disease indications; limitations on, or absence of, the predictive value of data obtained in laboratory tests, animal models and human clinical trials when planning additional steps in product development; uncertainty of obtaining regulatory approval of any compound for any disease indication; uncertainty and adversity arising from the action of the U.S. Food and Drug Administration, or FDA, in issuing a "not approvable" letter with respect to the New Drug Application, or NDA, submitted for Aptosyn(TM) (exisulind) for the orphan drug condition of familial adenomatous polyposis, or FAP, a rare disease that puts those afflicted at high risk of developing colon cancer; the timing and scope of any approval which might be received for any compound for any indication in the future; the volatility of the market price of our common stock; acceptance of any product candidates by physicians and providers of healthcare reimbursement; the validity, scope and enforceability of patents; the actions of competitors; the pace of technological changes in the biopharmaceutical industry; dependence upon third parties ;and potential product liability claims. These and other risks are detailed in our reports filed from time to time under the Securities Act and/or the Securities Exchange Act, including the sections entitled "Business," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Other Events" in our annual reports on Form 10-K, quarterly reports on Form 10-Q and periodic reports on Form 8-K and in such registration statements on Form S-3 as we may file from time to time. You are encouraged to read these filings as they are made. They are available over the Internet from the SEC in its EDGAR database at http://www.sec.gov and from the Company. Given the uncertainties affecting pharmaceutical companies in the development stage, you 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 our development-stage business. We undertake no obligation to update or revise the statements made herein or the risk factors that may relate thereto.