EPIX Pharmaceuticals Commences Exchange Offer for $100 Million Convertible Notes

Holders of Approximately 83% of the Notes Have Committed to Tender Their Notes
in the Exchange Offer
LEXINGTON, Mass.--(Business Wire)--
EPIX Pharmaceuticals, Inc. (NASDAQ:EPIX), a biopharmaceutical company focused on
discovering and developing novel therapeutics through the use of its proprietary
and highly efficient in silico drug discovery platform, today announced that it
has commenced an exchange offer for all of its $100 million aggregate principal
amount of 3.00% Convertible Senior Notes due 2024 (the "Exchange Offer"). EPIX
is offering to exchange the Notes for shares of common stock and a cash payment.

Under the terms of the Exchange Offer, EPIX will issue in exchange for each
$1,000 in principal amount of Notes properly tendered and accepted for exchange,
a cash payment of $180.00, 339 shares of common stock, par value $0.01 per
share, and one contingent value right ("CVR"). Subject to certain exceptions,
each CVR represents a contractual right to receive additional payments if,
within nine months after completion of the Exchange Offer or earlier in certain
circumstances, the company consummates any future repurchase of Notes not
tendered in the Exchange Offer at a value that exceeds that offered in the
Exchange Offer. The company intends to use the net cash proceeds from the sale
of its U.S., Canadian and Australian rights for MS-325 (formerly marketed as
Vasovist, gadofosveset trisodium, by Bayer Schering Pharma), its novel blood
pool magnetic resonance angiography (MRA) agent, to Lantheus Medical Imaging,
Inc., which was announced separately today by the company. If all Notes are
tendered in the Exchange Offer, the noteholders would receive $18 million and an
aggregate of 33,900,000 common shares, representing approximately 44.7% of the
total outstanding common stock of EPIX immediately following consummation of the
Exchange Offer. The company currently has 41,947,441 shares of common stock
outstanding.

In conjunction with the Exchange Offer, EPIX is soliciting consents (the
"Consent Solicitation") to the adoption of proposed amendments to the indenture
governing the Notes. Any holder of the Notes who tenders its Notes pursuant to
the Exchange Offer will be deemed to have delivered a consent to the proposed
amendments. The proposed amendments are being sought in order to eliminate
certain restrictive covenants and certain events of default contained in the
indenture governing the Notes.

Holders of approximately 83%of the Notes have committed to tender their Notes in
the Exchange Offer and consent to the proposed amendments in the Consent
Solicitation.

The Exchange Offer will expire at 5:00 p.m. (EDT) on Monday, May 4, 2009, unless
extended by EPIX with the consent of the holders of 75% in outstanding principal
amount of the Notes. Tenders of the Notes must be made before the Exchange Offer
expires and may be withdrawn at any time before the Exchange Offer expires. The
Exchange Offer is conditioned upon the valid tender of at least 93% of the
aggregate principal amount of the outstanding Notes. This condition may be
modified by EPIX with the consent of the holders of 75% in outstanding principal
amount of the Notes. The Exchange Offer is also subject to several other
conditions.

Further details about the terms, conditions, risk factors, tax considerations
and other factors that should be considered in evaluating the Exchange Offer and
Consent Solicitation are set forth in an Offer to Exchange and a related Letter
of Transmittal, which are expected to be distributed to holders of the Notes
beginning today.

If EPIX is unable to restructure its obligations under the Notes, it may be
forced to seek protection under the United States bankruptcy laws.

It is expected that written materials explaining the full terms and conditions
of the Exchange Offer will be filed with the Securities and Exchange Commission
later today. The materials are available free of charge at the SEC`s website -
www.sec.gov. In addition, EPIX will provide copies of these documents free of
charge to holders of its outstanding Notes upon request to EPIX at (781)
761-7600 or from the exchange agent, U.S. Bank National Association, at
(800)-934-6802.

The shares of common stock issuable in the Exchange Offer have not been and will
not be registered under the Securities Act of 1933, as amended (the "Securities
Act"), or any state securities law and, unless so registered, may not be offered
or sold except pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act and applicable state
securities laws.

This news release is for informational purposes only, and is not an offer to buy
or the solicitation of an offer to sell any security. The Exchange Offer and
Consent Solicitation are being made only pursuant to the Exchange Offer
documents that are being distributed to the holders of the Notes and filed with
the Securities and Exchange Commission.

About EPIX

EPIX Pharmaceuticals is a biopharmaceutical company focused on discovering and
developing novel therapeutics through the use of its proprietary and highly
efficient in silico drug discovery platform. The company has a pipeline of
internally-discovered drug candidates currently in clinical development to treat
diseases of the central nervous system (see www.trialforAD.com) and lung
conditions. EPIX also has collaborations with leading organizations, including
GlaxoSmithKline, Amgen and Cystic Fibrosis Foundation Therapeutics.

This news release contains express or implied forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995 that are
based on current expectations of management. These statements relate to, among
other things, our expectations and assumptions concerning the timing and terms
of the proposed exchange offer and consent solicitation and similar matters.
These statements are neither promises nor guarantees, but are subject to a
variety of risks and uncertainties, many of which are beyond our control, and
which could cause actual results to differ materially from those contemplated in
these forward-looking statements. In particular, the risks and uncertainties
include, among other things: failure to successfully consummate the exchange
offer and consent solicitation or otherwise restructure our outstanding debt;
our ability to raise substantial additional capital to fund operations; our
ability to meet our development schedule for our product candidates, including
with respect to clinical trial initiation, enrollment and completion; our
ability to meet or require our partners to meet obligations and achieve
milestones under our license and other agreements; our failure to obtain the
financial resources to further monetize Vasovist; our inability to interest
potential partners in our technologies and products; our inability to achieve
commercial success for our products and technologies; our inability to
successfully defend against litigation, including any appeal or re-filing of the
shareholder class action lawsuit; our inability to protect our intellectual
property and the cost of enforcing or defending our intellectual property
rights; our failure to comply with regulations relating to our products and
product candidates, including FDA requirements; and risks of new, changing and
competitive technologies and regulations in the U.S. and internationally.
Existing and prospective investors are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date hereof. We
undertake no obligation to update or revise the information contained in this
press release, whether as a result of new information, future events or
circumstances or otherwise. For additional information regarding these and other
risks that we face, see the disclosure contained in our filings with the
Securities and Exchange Commission, including our most recent Annual Report on
Form 10-K for our fiscal year ended December 31, 2008.

EPIX
Kim C. Drapkin, 781-761-7602
Chief Financial Officer
or
Pure Communications
Jennifer Beugelmans, 646-596-7473

Copyright Business Wire 2009