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VIMRx to acquire controlling interest in Innovir.

WILMINGTON, Dele. & NEW YORK--(BUSINESS WIRE)--Nov. 22, 1996--

Combination Will Aid Development of Complementary Therapeutic

Technologies That Correct Genetic Flaws To Preempt Disease Formation

VIMRx Pharmaceuticals, Inc. (Nasdaq SmallCap: VMRX) and Innovir Laboratories, Inc. (Nasdaq SmallCap: INVR) today announced that they have executed definitive agreements to give VIMRx a controlling interest in Innovir and provide Innovir with $7 million of operating capital with a commitment for an additional $2 million.

VIMRx and Innovir are developing complementary therapeutic technologies that seek to control disease-triggering flaws in individuals' genetic chemistry. Each company's technology involves a different class of catalytically active oligomers (Oligozymes) that have shown an ability to inactivate certain RNA "messenger" molecules that direct cells to produce illness-causing proteins. VIMRx focuses on RILON Oligozymes and Innovir on External Guide Sequence, or EGS, Oligozymes.

Synergistic Technologies

Richard L. Dunning, president and chief executive officer of VIMRx, said, "I am very excited about the potential of this combination. Through our involvement with RILON technology, we have been aware of and attracted to the EGS technology for some time and believe it has excellent commercial potential. I also believe this combination will significantly accelerate the development of RILON technology, since we will now have access to the experience and insight of Innovir's scientific leadership and Science Advisory Board."

EGS Oligozymes have shown effectiveness in targeting and destroying disease-related molecules both in vitro and in animal experiments. Experiments are now underway to assess EGS' potential usefulness in treating hepatitis B, a widespread viral disease for which there is no broadly effective therapy. The EGS Oligozymes were developed by Nobel Prize winner Dr. Sidney Altman of Yale University, who also serves on Innovir's Science Advisory Board.

"This transaction is a major step forward for Innovir," said Dr. Allan R. Goldberg, chairman and chief executive officer of Innovir, who co-founded the company with Dr. Hugh D. Robertson of Cornell University Medical College, who also serves as chairman of Innovir's Science Advisory Board. "The competitive position, critical mass and global reach of Innovir in the catalytically active oligomer field will be significantly enhanced. Moreover, because the EGS and RILON technologies are so synergistic, there will be numerous opportunities to leverage skills and capabilities and enhance the productivity of the combined operations. I also look forward to having access to VIMRx's excellent capabilities in the finance, business development and strategic planning areas."

Terms of Transaction

Under the definitive agreements:

The Aries Funds, which already own 4 million shares of Innovir stock, will exercise warrants to purchase an additional 6 million shares, thereby providing $3 million in cash to Innovir. VIMRx will purchase 9.5 million shares of Innovir stock from The Aries Funds for $12.35 million of VIMRx stock, valued at the average trading price of VIMRx shares between November 15, 1996, and January 15, 1997, but not to exceed $4.50 per share; and VIMRx will exchange its 100% ownership of its RILON subsidiary -- VIMRx Holdings Ltd., valued at $13 million (including cash of $4 million) -- for 8.7 million shares of Innovir stock valued at $1.50 a share, plus five-year warrants to purchase an additional two million shares of Innovir stock (one million at an exercise price of $1.00 per share and one million at $2.00 per share).

After these transactions, VIMRx will own approximately 66% of Innovir; the RILON and EGS technologies will be strategically and operationally combined under the Innovir name; and Innovir will have received $7 million in cash, plus commitments from VIMRx and The Aries Funds to provide an additional $2 million when required through the exercise of warrants.

In addition, VIMRx has the right to nominate a majority of the Innovir board of directors. Two directors have already been nominated: Mr. Dunning and Dr. David A. Jackson, VIMRx's chief scientific officer, who will also join the Innovir Science Advisory Board.

VIMRx, based in Wilmington, DE, is currently developing two technology platforms: chemically synthesized hypericin, VIMRxyn, and catalytically active RILON Oligozymes. VIMRxyn is currently in clinical development for the treatment of HIV and brain cancer and is in pre-clinical development for the treatment of hepatitis C and the sterilization of blood. In addition to its potential use in attacking diseases at the genetic level, RILON technology is being developed as a pharmaceutical research tool, to aid in drug target identification and validation. VIMRx also intends to be active in identifying and acquiring additional technologies and products.

This news release contains forward-looking statements which involve risks and uncertainties. Such statements are subject to certain risk factors which may cause Innovir's and VIMRx's plans to change. Factors that may cause such changes include, but are not limited to, the progress and success of Innovir's research and development programs, Innovir's ability to obtain additional funds, Innovir's ability to secure regulatory approval to market its products, Innovir's ability to compete successfully, Innovir's ability to successfully enter into collaborations with third parties, Innovir's ability to enter into and progress in clinical trials, the ability of Innovir to establish development and commercialization relationships, the cost of manufacturing and other risk factors.

NOTE TO INVESTORS AND EDITORS: VIMRx's press releases are available on the Internet through BusinessWire's web site at The releases also are available at no charge through BusinessWire's fax-on-demand service at 800-411-8792.


Walter G. Montgomery or Mary Ann Dunnell

(212) 484-6721



Fran Daniels

(310) 278-4413
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Publication:Business Wire
Date:Nov 22, 1996
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