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Adherex to Reacquire Cadherin Biomedical Inc.

RESEARCH TRIANGLE PARK, N.C. & TORONTO -- Agreement Settles Outstanding Litigation Between the Companies and Further Strengthens Combined Intellectual Property Portfolio Around Cadherins

Adherex Technologies Inc. (TSX:AHX), a biopharmaceutical company with a broad portfolio of oncology products under development, and Cadherin Biomedical Inc. (CBI) today announced that they have signed a letter of intent for Adherex to reacquire all of the issued and outstanding shares of CBI through a share exchange between the companies. The agreement, which has been approved by both the Adherex and CBI Boards of Directors, serves as a settlement of the outstanding litigation between the parties. Closing of the transaction is subject to CBI shareholder approval.

Under the terms of the agreement, Adherex has agreed to issue to CBI shareholders approximately 3.2 million shares of Adherex common stock, representing a value of CAD$1.5 million, based on a 20-day weighted average trading price for such shares. This agreement replaces the previously announced CAD$1 million asset purchase plus royalty agreement announced on December 10, 2003. It also settles a claim submitted in February 2004 by Adherex for CAD $124,000 on account of goods and services rendered to CBI, and a CAD$5 million counterclaim, filed by CBI and announced on July 9, 2004, seeking damages in relation to the license agreement between the companies.

"While Adherex's main focus will continue to be on the development of our oncology product candidates, this agreement enhances the value of our cadherin technology and should strengthen our negotiating position in future partnering discussions," said Dr. William Peters, Chairman and CEO of Adherex. "Importantly, this agreement resolves outstanding issues between the two companies and, in that regard, benefits both the shareholders of Adherex and CBI. CBI's largest shareholders have agreed to support the merger and lock up their shares until the transaction is complete."

"Having looked at our options, this agreement with Adherex provides CBI's shareholders with a practical way to capture value from their CBI shares," said Lorne Meikle, CEO of Cadherin Biomedical.

The transaction is scheduled to close as soon as possible following a meeting of CBI shareholders to approve the transaction.

About Adherex Technologies

Adherex Technologies Inc. is a biopharmaceutical company with a broad portfolio of oncology products under development. Four products are in the clinical stage of development including Exherin(TM), Adherex's lead cadherin antagonist compound, and STS, a drug that protects against severe hearing loss that is often produced by platinum-based anticancer agents. Adherex's intellectual property includes broad, interlocking protection for cadherin-mediated adhesion and represents what the Company believes to be the world's broadest portfolio of vascular targeting and cell adhesion modulating agents.

For more information, please visit Adherex's website at www.adherex.com.

About Cadherin Biomedical

In September 2002, Cadherin Biomedical Inc. was incorporated as a wholly owned subsidiary of Adherex. Adherex granted CBI an exclusive, royalty-free license agreement to develop, market and distribute pharmaceuticals and therapeutics for non-cancer applications based on cadherin technology. Subsequently, Adherex distributed all of the equity of CBI to the shareholders of record of Adherex.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Certain information contained in this news release is forward-looking and is subject to unknown risks and uncertainties. The actual results, performance or achievements of the companies may differ materially from the results, performance or achievements of the companies expressed or implied by such forward-looking statements.
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Publication:Business Wire
Geographic Code:1CANA
Date:Jul 28, 2004
Words:610
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