YM BIOSCIENCES ANNOUNCES OFFER FOR CYTOPIA LTD., AN AUSTRALIAN CANCER-FOCUSED DEVELOPMENT COMPANY

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Mon Oct 5, 2009 6:30pm EDT

YM BIOSCIENCES ANNOUNCES OFFER FOR CYTOPIA LTD., AN AUSTRALIAN CANCER-FOCUSED
DEVELOPMENT COMPANY

MISSISSAUGA, ON, Oct. 5 /PRNewswire-FirstCall/ - YM BioSciences Inc. (NYSE
Amex:YMI, TSX:YM, AIM:YMBA), a life sciences product development company that
identifies and advances a diverse portfolio of promising cancer-related
products at various stages of development, today announced it has proposed to
merge Cytopia Ltd., a clinical-stage, Melbourne-based drug development
company, into YM. Cytopia's lead products are CYT997, a novel vascular
disrupting agent (VDA) currently in Phase II trials, and CYT387, a novel,
orally-active JAK2 inhibitor that recently received clearance from the FDA to
commence a Phase I trial in myeloproliferative disorders.
"After assessing numerous global in-licensing opportunities, we determined
that Cytopia's products were an ideal complement to our current portfolio,"
said David Allan, Chairman and CEO of YM BioSciences. "While the continued
development of our lead product nimotuzumab remains our highest priority, we
believe the timing is appropriate to expand our pipeline, consistent with our
business model, leveraging our existing resources and expertise to select from
the opportunities offered to us in order to continue to enhance the value of
YM."
Cytopia's lead product, CYT997, has demonstrated potent disruption of existing
tumor vasculature and therefore has the potential to synergize with existing
marketed anti-angiogenesis agents, such as Avastin(R), which only target novel
blood vessel formation. CYT997's availability in both oral and intravenous
formulations differentiates it from most other VDAs, including those more
advanced in clinical development, which are typically available in intravenous
form only. Phase I trial results from the intravenous formulation of CYT997
were presented at ASCO in 2008 and results from the Phase I oral study were
presented at ASCO 2009 demonstrating that both formulations were
well-tolerated and showed preliminary signs of efficacy as determined by
measures of tumor vasculature disruption. In the intravenous study, 17 of 22
evaluable end-stage patients enrolled in the 31 patient trial achieved stable
disease over four cycles of therapy. In the oral study, CYT997 demonstrated
good absorption and linear dosing with 12 of 21 patients showing stable
disease over six weeks.
"We believe that CYT997, with its dual mechanisms of vascular disruption and
cytotoxicity, has the potential to be broadly active against a range of tumor
types," said Andrew Macdonald, Chief Executive Officer of Cytopia. "It acts
similarly to other tubulin-binding agents, such as paclitaxel and vincristine,
by directly affecting tumor cell replication, but also by shutting down the
tumor vasculature, essentially starving the tumor cells. We are very pleased
that our two promising cancer drugs will progress their clinical studies
within a strong and capable organization."
A Phase II study in highly-vascular tumor indications is ongoing in Australia
in patients with relapsed glioblastoma multiforme (GBM; glioma), an aggressive
form of brain tumor, with CYT997 being administered intravenously in
combination with carboplatin every three weeks. Patients are being monitored
for changes in their tumors as well as for progression-free survival. The
company is also conducting a Phase II program in relapsed or refractory
multiple myeloma.
Cytopia's other product, CYT387, recently received clearance from the FDA to
begin a Phase I trial in patients with myeloproliferative disorders (MPD).
CYT387 is an oral JAK1/2-inhibitor that targets a signaling pathway known to
play a key role in the development of MPDs and in the proliferation of certain
types of cancer cells such as prostate, breast and liver cancers, and the
hematological cancer, multiple myeloma.
In preclinical studies, using samples derived from MPD-diseased patients,
CYT387 has shown promising activity in suppressing the over-activity of the
mutant JAK2 enzyme. MPD diseases, including polycythemia vera (PV) and
essential thrombocythemia (ET), are highly debilitating disorders for which
there are limited and poorly-efficacious therapeutic options. The Principal
Investigator for the planned Phase I study will be Dr. Ayalew Tefferi,
Professor of Medicine in Hematology at Mayo Clinic and a key opinion leader in
MPD.
Cytopia shareholders are being offered 0.0852 common shares of YM in exchange
for each common share of Cytopia. This offer is based on the volume weighted
average price (VWAP) of YM shares for a recent 20 trading day period and
incorporates a 30% premium to CYT's recent 20-day VWAP . The transaction would
result in YM issuing approximately 7.2 million new shares. The offer is
subject to certain conditions and the consideration is subject to certain
adjustments in the number of YM shares designed to largely preserve the agreed
value of the offer notwithstanding possible share price fluctuations.
This transaction will be conducted through a court supervised Scheme of
Arrangement with a minimum threshold of at least 75% of Cytopia shares and
half the shareholders who vote, voting for the scheme. Following this
announcement, Scheme documentation fully describing the transaction will be
distributed by Cytopia to its shareholders, including a fairness opinion
prepared by an independent expert. It is anticipated that the circular will be
distributed in November 2009 and that the meeting of shareholders will occur
in January 2010. The transaction is also contingent on receiving all necessary
regulatory and stock exchange approvals, including approval by the Toronto
Stock Exchange. Bloom Burton & Co. assisted YM with certain elements of the
transaction.
YM's lead drug, nimotuzumab, is currently approved in 21 countries around the
world. As a consequence of YM's acquisition of Cytopia, the Company expects to
open clinical trials of nimotuzumab in Australia subject to clearance by the
Australian health regulatory authority and to supply nimotuzumab to individual
patients in Australia through a Special Access Scheme (SAS) that has already
been launched.

Notice of Conference Call

YM BioSciences will host a conference call for Analysts and Portfolio Managers
to discuss this proposed transaction on Tuesday, October 6, 2009 at 8:00am
EST. The call may be accessed by calling 1-416-644-3424 or 1-800-594-3790. The
conference call will also be audio cast live and archived for 90 days at
http://www.ymbiosciences.com/

About Cytopia

Cytopia Ltd. (ASX:CYT; www.cytopia.com.au) is an Australian biotechnology
company focused on the discovery and development of new drugs to treat cancer
and other diseases. Cytopia conducts its research and drug development through
subsidiaries based in Australia and the USA and specialises in developing new
small molecule compounds with an improved therapeutic profile for the
treatment of cancer.
The lead program for the company is CYT997, a vascular disrupting agent for
the treatment of various cancers, and currently being evaluated in Phase II
clinical studies. Cytopia also is building on its range of JAK inhibitors and
kinase expertise, with CYT387, a novel oral JAK2 inhibitor focused on the
treatment of myeloproliferative disorders.

About YM BioSciences

YM BioSciences Inc. is a life sciences product development company that
identifies and advances a portfolio of promising cancer-related products at
various stages of development. The Company is currently developing two
late-stage products: nimotuzumab, an EGFR-targeting Affinity-Optimized
Antibody(TM), and AeroLEF(R), a proprietary, inhaled-delivery composition of
free and liposome-encapsulated fentanyl. YM has proven regulatory and clinical
trial expertise and a diversified business model designed to reduce risk while
advancing clinical products toward international approval, marketing and
commercialization.
Nimotuzumab is a humanized monoclonal antibody in development worldwide,
targeting multiple tumor types primarily in combination with radiation and
chemoradiation. It is significantly differentiated from all other currently
marketed EGFR-targeting agents due to its remarkably benign side-effect
profile. Nimotuzumab's anti-tumor activity has led to its approval for
marketing in more than 21 countries. In more than 5,000 patients reported as
having been treated with nimotuzumab worldwide to date, no Grade IV incidents
of radiation dermatitis have been described, severe rash has not been observed
and reports of the other severe side-effects that are typical of
EGFR-targeting molecules have been rare. Nimotuzumab is licensed to YM's
majority-owned subsidiary, CIMYM BioSciences Inc., by CIMAB S.A., and was
developed at the Center of Molecular Immunology. YM is developing AeroLEF for
the treatment of moderate to severe acute pain. The product is differentiated
from other approaches using opioids because patients are able to individually
control the analgesia required for their differing intensities of pain.
AeroLEF met all endpoints in a randomized Phase II trial and is currently
being prepared for late-stage development internationally.

This press release may contain forward-looking statements, which reflect the
Company's current expectation regarding future events. These forward-looking
statements involve risks and uncertainties that may cause actual results,
events or developments to be materially different from any future results,
events or developments expressed or implied by such forward-looking
statements. Such factors include, but are not limited to, changing market
conditions, the successful and timely completion of clinical studies, the
establishment of corporate alliances, the impact of competitive products and
pricing, new product development, uncertainties related to the regulatory
approval process and other risks detailed from time to time in the Company's
ongoing quarterly and annual reporting. Certain of the assumptions made in
preparing forward-looking statements include but are not limited to the
following: that nimotuzumab will continue to demonstrate a competitive safety
profile in ongoing and future clinical trials; that AeroLEF(R) will continue
to generate positive efficacy and safety data in future clinical trials; and
that YM and its various partners will complete their respective clinical
trials within the timelines communicated in this release. We undertake no
obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.

SOURCE  YM BioSciences Inc.

Enquiries: James Smith, the Equicom Group Inc., Tel. (416) 815-0700 x 229,
Email: jsmith@equicomgroup.com; Thomas Fechtner, the Trout Group LLC, Tel.
(646) 378-2931, Email: tfechtner@troutgroup.com; Nominated Adviser, Canaccord
Adams Limited, Ryan Gaffney, Tel. +44 (0)20 7050 6500
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