Friday, February 10, 2012 Last update: 9:03 AM
The Best of U.S. Company Technology News

Maxim Pharmaceuticals Mails Letter to Stockholders Reminding Them to Vote Their Proxies

Companies mentioned in this article: Maxim Pharmaceuticals

Maxim Pharmaceuticals, Inc. (NASDAQ:MAXM)(SSE:MAXM) today mailed the following letter to its stockholders in Sweden, regarding its upcoming Special Meeting of Stockholders to be held on December 21, 2005:

November 25, 2005

Proxy Statement/Prospectus
Merger Proposal - Your Vote Is Very Important

To the Stockholders of Maxim Pharmaceuticals, Inc.:

On September 6, 2005, Maxim Pharmaceuticals, Inc. (Maxim) (Nasdaq:
MAXM, SSE: MAXM), entered into a definitive merger agreement with
EpiCept Corporation (EpiCept), a privately held corporation. After
careful consideration the Boards of Directors of Maxim and EpiCept
unanimously approved a merger combining Maxim and EpiCept. Your board
of directors unanimously recommends that you vote FOR the proposal to
adopt and approve the merger agreement and approve the merger.

You will be asked, at the special meeting of Maxim stockholders,
to approve and adopt the merger agreement and to approve the merger.
YOUR VOTE IS IMPORTANT. We cannot complete the merger unless Maxim
stockholders adopt and approve the merger agreement and approve the
merger. Maxim's board of directors recommends that you vote FOR the
merger. No vote of EpiCept's stockholders is required in connection
with the merger, they have already voted for the merger by approving
the issuance of the necessary shares to complete the merger.
Additional information regarding the directors and executive officers
of EpiCept is also included in EpiCept's registration statement on
Form S-1, which was filed with the SEC on April 18, 2005.

The new company, to be called EpiCept Corporation, combines a late
stage product portfolio of commercially promising pain therapies, a
planned cancer product registration filing for our Ceplene product
candidate in Europe and our early stage discovery program for
apoptosis inducers and inhibitors designed to address unmet medical
needs in the areas of oncology and degenerative diseases.

Upon completion of the merger, Maxim will become a wholly owned
subsidiary of EpiCept. The terms of the merger agreement provide for
EpiCept to issue shares of its common stock to Maxim stockholders in
exchange for all of the outstanding shares of Maxim.

The merger will result in EpiCept stockholders with approximately
72%, and the Maxim stockholders with approximately 28%, of the
outstanding shares of EpiCept's common stock. The merger is intended
to qualify as tax free for U.S. Federal income tax purposes as a
reorganization under the provisions of Section 368 of the Internal
Revenue Code of 1986, as amended.

EpiCept and Maxim anticipate that concurrent with the closing of
the merger, EpiCept's shares will be listed for trading on the Nasdaq
National Market and on the OM Stockholm Exchange under the symbol
"EPCT." EpiCept will apply for listing on the Nasdaq National Market
and the OM Stockholm Exchange and, in order to be listed, will be
required to meet the initial listing requirements established by those
regulatory bodies. Following the merger, Maxim will be delisted from
the Nasdaq National Market and the OM Stockholm Exchange.

Maxim stockholders are cordially invited to attend a special
meeting of stockholders that will be held on:

Wednesday, December 21, 2005
8:00 a.m. local time
Maxim Pharmaceuticals, Inc.
8899 University Center Lane
Suite 400
San Diego, CA 92122

The joint proxy statement/prospectus previously mailed to you
provides detailed information about EpiCept, Maxim and the proposed
merger. Please give all the information contained in the joint proxy
statement/prospectus your careful attention. If you require an
additional copy of the joint proxy statement/prospectus, please
contact our proxy solicitor at one of the contact numbers listed
below.

We encourage you to read and consider carefully this proxy
statement/prospectus in its entirety. For a discussion of significant
matters that should be considered before voting at the special
meeting, see "Risk Factors" beginning on page 19. If you have lost
your proxy card or need to discuss this transaction further please
call +46-8-775-02-18.

Sincerely,

(Larry Stambaugh Signature)

Larry G. Stambaugh
Chairman, President and CEO
Maxim Pharmaceuticals, Inc.