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EXHIBIT 99.1
[LOGO]
Contacts:
Larry G. Stambaugh Ethan Denkensohn (Investors)
Chairman, President and CEO Kathy Jones, Ph.D. (Media)
Dale A. Sander Burns McClellan
Chief Financial Officer (212) 213-0006
(858) 453-4040
MAXIM PHARMACEUTICALS COMPLETES
ACQUISITION OF CYTOVIA, INC.
San Diego, CA, June 20, 2000 - Maxim Pharmaceuticals (Nasdaq NM: MAXM, SSE:
MAXM) announced that it has completed its acquisition of Cytovia, Inc., a
privately held biopharmaceutical research company focused on the discovery and
development of apoptosis inhibitors and activators, novel drugs that modulate
programmed cell death. Cytovia's technology base includes proprietary drug
candidates in the areas of oncology, oral mucositis and cardiovascular disease,
and a proprietary high-throughput screening process for other apoptosis-targeted
drug candidates.
Under the terms of the acquisition, Maxim will issue approximately 1.5 million
shares of its common stock, or seven percent of its total post-transaction
shares outstanding, to the former shareholders of Cytovia. These common shares
are being issued in a private transaction and may not be offered or sold in the
United States absent registration or an applicable exemption from registration
requirements. Maxim is obligated under the terms of the acquisition to file a
registration statement within 30 days to allow resale of the common stock.
However, Cytovia's shareholders have entered into a lock-up agreement that
prevents them from currently selling any of the Maxim common stock received in
this acquisition. After three months, 25 percent of these shares are released
from the lock up agreement, and an additional 25 percent are released at the end
of each subsequent three-month period.
"Over the last several weeks we have begun integrating Cytovia's portfolio of
drug candidates into our clinical development strategy, and look forward to
adding their product opportunities to our commercial pipeline" said Larry
Stambaugh, Maxim's Chairman and Chief Executive Officer. "The management team
from Cytovia, and their highly qualified research personnel, have both added
capabilities to Maxim that will be important as we expand our drug discovery and
development efforts."
CYTOVIA OVERVIEW
Cytovia is a San Diego-based biomedical research company focused on the
discovery and development of small-molecule inhibitors and activators of
caspases. Caspases are key enzymes that modulate and carry out the cellular
signaling pathways involved in programmed cell death,
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June 20, 2000
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also known as apoptosis. Compounds that can either inhibit caspases or induce
caspases may form the basis for important new drugs for a wide variety of
disease targets.
Cytovia has developed a proprietary high-throughput screening system that is
targeted to discovery of both caspase inhibitors and activators. The
high-throughput screening technology has generated a pipeline of new drug
candidates, including several compounds that have undergone IN VITRO and IN VIVO
testing. One of the drug candidates is a caspase activator that has shown
favorable results in preclinical models of drug resistant cancers. Two other
drug candidates are caspase inhibitors, one of which has been shown to be active
in preclinical models of oral mucositis. The other caspase inhibitor has been
shown to afford protection of the heart muscle following an ischemic event such
as myocardial infarction, and ischemia/reperfusion injury. This compound has
also been shown to be highly active in preclinical models of acute liver failure
associated with hepatitis, as well as in models of sepsis and stroke.
MAXIM OVERVIEW
Maxim Pharmaceuticals is a late-stage pharmaceutical company developing advanced
drugs and therapies for cancer and infectious diseases. The U.S. Phase III trial
of the Company's lead drug candidate MAXAMINE-Registered Trademark- (histamine
dihydrochloride) for the treatment of malignant melanoma was completed in March
2000 and the Company plans to file its NDA for the Phase III study in the summer
of 2000. MAXAMINE is also currently being tested in two additional Phase III
cancer clinical trials in 12 countries for malignant melanoma and acute
myelogenous leukemia. Phase II trials of MAXAMINE are also underway for the
treatment of hepatitis C and advanced renal cell carcinoma. MAXAMINE is designed
to be safely administered by patients in their own homes, and more than 1,000
patients have been treated in completed and ongoing clinical trials. The Company
is also developing MAXDERM-TM-, for the treatment of medical conditions for
which topical therapy is appropriate such as oral mucositis, herpes, decubitus
ulcers, shingles, burns and related conditions. The Company expects to
commercialize its technologies through a combination of in-house development and
collaborative agreements with pharmaceutical companies.
THIS NEWS RELEASE CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS
AND UNCERTAINTIES. SUCH FORWARD-LOOKING STATEMENTS INCLUDE STATEMENTS REGARDING
THE EFFICACY AND INTENDED UTILIZATION OF MAXAMINE, MAXDERM AND CYTOVIA'S
COMPOUNDS, AND REGARDING THE COMPANY'S CLINICAL TRIALS. SUCH STATEMENTS ARE ONLY
PREDICTIONS AND THE COMPANY'S ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE
ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS. FACTORS THAT MAY CAUSE SUCH
DIFFERENCES INCLUDE THE RISK THAT PRODUCTS THAT APPEARED PROMISING IN EARLY
RESEARCH AND CLINICAL TRIALS DO NOT DEMONSTRATE SAFETY OR EFFICACY IN
LARGER-SCALE CLINICAL TRIALS AND THE RISK THAT THE COMPANY WILL NOT OBTAIN
APPROVAL TO MARKET ITS PRODUCTS. ADDITIONAL FACTORS INCLUDE UNCERTAINTIES
RELATED TO THE INTEGRATION OF CYTOVIA'S OPERATIONS AND PERSONNEL WITH THOSE OF
THE COMPANY, AND THE RISK THAT THE COMPANY MAY NOT REALIZE THE ANTICIPATED
BENEFITS FROM THE ACQUISITION. THESE FACTORS AND OTHERS ARE MORE FULLY DISCUSSED
IN THE COMPANY'S PERIODIC REPORTS AND OTHER FILINGS WITH THE SECURITIES AND
EXCHANGE COMMISSION.
Note: Maxamine-Registered Trademark-, Maxamine Therapy-TM-, MaxDerm-TM-, and the
Maxim logo are trademarks of the Company.
Editor's Note: This release is also available on the Internet at:
http://www.maxim.com
