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Cell Pathways' Stockholders Approve Merger Agreement with OSI Pharmaceuticals.

Business Editors


HORSHAM, Pa.--(BUSINESS WIRE)--June 10, 2003

Cell Pathways, Inc. (Nasdaq:CLPA) today announced that its stockholders have voted to approve the merger agreement pursuant to which Cell Pathways is being acquired by OSI Pharmaceuticals (Nasdaq:OSIP). The closing of the transaction is expected to occur within the next few days.

Cell Pathways, Inc.

Cell Pathways, Inc., headquartered in Horsham, Pennsylvania, is an emerging biopharmaceutical 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's investigational drugs are orally active small molecules designed to selectively induce apoptosis, or programmed cell death, in precancerous and cancerous cells. Cell Pathways has two drug candidates in clinical development: Aptosyn(R), which is currently in Phase III trials in combination with Taxotere(R) for the treatment of advanced non-small cell lung cancer, and CP461, a more potent, second-generation molecule that is currently being evaluated in dose ranging Phase I studies and a series of exploratory Phase II studies in chronic lymphocytic leukemia, renal cell carcinoma and prostate cancer. In addition, CP461 is being evaluated in a Phase II study for inflammatory bowel disease. In addition to the apoptosis platform, Cell Pathways markets Gelclair(TM) Concentrated Oral Gel manufactured by Sinclair Pharma, Ltd. of the United Kingdom. Gelclair(TM) is an FDA approved product for the treatment of pain associated with oral mucositis, a debilitating side effect often seen in cancer patients undergoing radiation treatment and chemotherapy.

Certain statements herein and oral statements made in respect hereof constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These 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. Statements of historic fact must also be understood in the context of, and subject to, these risks and uncertainties. Such risks and uncertainties relate both to the proposed acquisition of Cell Pathways, Inc. (the "Company") by OSI Pharmaceuticals, Inc ("OSI") and to the business of the Company and its environment. Risks and uncertainties related to the proposed acquisition of the Company by OSI include, among other factors: fluctuations in the trading price of the common stock of OSI; perceptions as to the value of the transaction and the expected timing and benefits of the transaction; delays in completing the transaction; potential breaches of the merger agreement by either party leading to delay, re-negotiation or non-completion of the transaction; difficulties in the integration of the businesses of OSI and the Company; costs related to the transaction; and the financial risk to the Company if the transaction is not completed. If the merger with OSI is not consummated, the Company may lack the money and personnel to continue operations and its Common Stock will likely be delisted from the Nasdaq National Market. Risks and uncertainties related to the business of the Company and its environment include, among other factors: early stage of development; the absence of approved products; history of operating losses; the need for further financing, whether through the acquisition of the Company by OSI or, if such acquisition should fail to close, through the issuance of equity or debt, corporate collaborations or strategic alliances, or revenues generated from marketing and selling in-licensed products produced by others; the risk that our Common Stock may be delisted from the Nasdaq National Market for failure to maintain a minimum bid price of $1.00, or for other reasons and other factors discussed in reports previously filed by the Company. These and other risks are detailed in our reports filed from time to time under the Securities Act of 1933 and/or the Securities Exchange Act of 1934, 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 (including this report), our quarterly reports on Form 10-Q and our periodic reports on Form 8-K and in such registration statements as we may file from time to time. You are encouraged to read these filings. They are available over the Internet from the SEC in its EDGAR database at and from the Company. Given the uncertainties affecting pharmaceutical companies in the development stage, readers 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 factors referred to above. We undertake no obligation to update or revise the statements made herein or the risk factors that may relate thereto.
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Publication:Business Wire
Geographic Code:1USA
Date:Jun 10, 2003
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