VIMRX Announces Restructuring and Name Change to Nexell Therapeutics Inc.

WILMINGTON, Del.--(BW HealthWire)--Jan. 14, 1999--

VIMRX To Acquire 100% Ownership in Nexell Subsidiary;

Relocate Headquarters To Irvine, California

VIMRX Pharmaceuticals Inc. (NASDAQ: VMRX) announced today that it intends to become the 100% owner of its now majority-owned subsidiary, Nexell Therapeutics Inc., by acquiring the minority interest from Baxter Healthcare Corporation. Baxter will exchange its interest in Nexell for VIMRX securities. In connection with this transaction, VIMRX will change its name to Nexell Therapeutics Inc. and relocate its corporate headquarters to Nexell's site in Irvine, California. This transaction will allow VIMRX to become Nexell Therapeutics, a fully operational cell therapy company.

"Essentially, we are simplifying our corporate structure to combine VIMRX and Nexell into a single business entity, operating under the Nexell name," said Richard L. Dunning, VIMRX president and CEO. "Since VIMRX's core business is Nexell and cell therapy, we are focusing on Nexell as the public company in an effort to increase overall shareholder value. Last week, Nexell received an approvable letter from the FDA on its lead product, the Isolex(R), signaling the potential for increasing revenues and long-term growth as a global cell therapy business."

Details of the Transaction. VIMRX intends to acquire all of the Nexell securities held by Baxter, including common stock, convertible notes and warrants. In exchange, Baxter will receive the following:

-- 3 million shares of VIMRX common stock;

-- a seven-year warrant to purchase an additional 5.2 million shares

of VIMRX common stock at $1.15 per share; and

-- agreement to establish the conversion price of the $66 million of

VIMRX Series A Convertible Preferred Stock issued to Baxter in

December, 1997 to $2.75 per share. The current provision on the

Series A stock states that the conversion price would be set in

July, 1999, based on the price of VIMRX common stock at that

time, subject to a minimum conversion price of $5.50 per share.

Approval by the VIMRX shareholders is needed to complete the exchange of securities, the name change and to change the conversion provision on the Series A Convertible Preferred Stock previously issued to Baxter. At the close of the transaction, VIMRX also intends to change its Nasdaq stock symbol and implement a communications campaign targeted to the investment community.

"Nexell is preparing to launch the Isolex(R) in the U.S. as a component of aggressive cancer treatment for selection of stem cells and removal of tumor cells from bone marrow or peripheral blood," continued Mr. Dunning. "Nexell's research and development teams are working on a number of additional cell therapy opportunities to employ the company's selection and expansion technologies in autoimmune, congenital, metabolic and other disease areas of intensive clinical need."

VIMRX's two drug development compounds will continue to proceed in clinical development under Nexell, including: synthetic hypericin, currently in Phase I/II clinical trials for the treatment of glioblastoma, a form of brain cancer, and as a topical agent for the treatment of such diseases as psoriasis, warts and cutaneous T-cell lymphoma; and, VM301, a novel wound healing agent that has completed Phase I clinical trials and is being studied for potential applications in the treatment of both partial and full thickness wounds.

VIMRX Pharmaceuticals Inc. (NASDAQ: VMRX) is a biotechnology company developing innovative technologies to improve human health. VIMRX's majority owned subsidiary, Nexell Therapeutics Inc., is a biotechnology company that was formed with Baxter Healthcare Corporation the minority owner and the principle domestic operating subsidiary of Baxter International Inc. Nexell is developing and marketing innovative diagnostics and ex vivo cell therapies for cancer, autoimmune, metabolic and genetic diseases. Nexell's lead product, the Isolex(R) Cell Selection System, is marketed in a number of countries and is currently under final review by the FDA in the United States. In addition, Nexell markets an extensive line of cell therapy preparation, storage and expansion products including the Cryocyte(TM) and Lifecell(R) brands.

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for certain forward-looking statements. The forward-looking statements contained in this release are subject to certain risks and uncertainties. Actual results could differ materially from current expectations. Among the factors which could affect the Company's actual results and could cause results to differ from those contained in the forward-looking statements contained herein are: the timely commencement and success of the Company's clinical trials and other research endeavors, delays in receiving FDA or other regulatory approvals, the development of competing therapies and/or technologies, the terms of any future strategic alliances, the possible need for additional capital, and any additional factors described from time to time in the Company's periodic reports on Form 10-K and 10-Q, and any prospectus describing the Company's securities.

NOTE TO INVESTORS AND EDITORS: VIMRX and Nexell's press releases are available on the Internet through www.vimrx.com and through BusinessWire's web site at http://www.businesswire.com. The releases are also available at no charge through BusinessWire's fax-on-demand service at 800-411-8792.