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Chromos Molecular Systems Inc. (CHR.TO) Shareholders Approve Acquisition Of Targeted Molecules Corporation And Financing Terms


11/28/2005 10:50:00 AM

BURNABY, BC, Nov. 24 /PRNewswire-FirstCall/ - Chromos Molecular Systems Inc. , today announced shareholder approval of its acquisition of Targeted Molecules Corporation (TMC), provisions for recapitalization of Chromos, and revisions to its incentive stock option plan.

On October 26, 2005 Chromos announced that it had signed a definitive merger agreement to acquire TMC and secured commitments from various investors to participate in a private placement financing. Closing of the transactions is contingent upon certain conditions including final approval by the TSX and the shareholders of TMC. Chromos shareholders approved the transactions as outlined in the Management Information Circular for the Special Meeting of Chromos Shareholders held on November 23, 2005 with over 99.9% of the votes cast in favor of the transactions. The transactions are expected to close in early December.

Alistair Duncan, President & CEO of Chromos said today, "This is a strong endorsement of the Company's strategy to further develop our preclinical and clinical pipeline. This acquisition is part of our strategy to grow Chromos into a leading developer of innovative biological therapies for debilitating diseases." Upon closing of the transactions, Chromos will acquire two monoclonal antibody programs, which address significant markets in inflammation and acute thrombosis.

Following the completion of the transactions, Chromos will focus on advancing its lead humanized monoclonal antibody designed to treat inflammation. In preclinical studies, this therapeutic approach, targeting the VLA-2 receptor, was shown to reduce inflammation in animal models of multiple sclerosis (MS), inflammatory bowel disease and rheumatoid arthritis.

Chromos intends to initially concentrate on the treatment of acute episodes of relapse in relapse-remitting MS patients. Chromos expects to complete preclinical safety and toxicology studies by 2H-2006 and anticipates filing an Investigational New Drug application in Q4-2006.

More complete information about these resolutions can be found in the Management Information Circular filed on SEDAR.

About Chromos

Chromos is developing innovative biological therapies for debilitating diseases and through its proprietary platform technology engineering production quality cell lines for the manufacture of biopharmaceuticals. Chromos has exclusive worldwide rights to two platform technologies, the ACE System (Artificial Chromosome Expression System) and REM (Rapid Expansion Method) technology. In the near term, Chromos will focus on continued commercialization of the ACE System for engineering cell lines for biopharmaceutical manufacture. To date Chromos has entered into corporate partnerships with partners including Pfizer Inc., Centocor, Inc., BD (Becton, Dickinson and Company) and Cambridge Antibody Technology. In addition, the Company has strategic alliances with AppTec Laboratory Services, Inc., a leading biopharmaceutical contract manufacturer and with SAFC Biosciences, a member of the Sigma-Aldrich Group providing cell culture media development services to biopharmaceutical customers.

Risks and Uncertainties

Certain of the statements contained in this press release are forward- looking statements which involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Chromos (the "Company"), or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

To the extent possible, management implements strategies to reduce or mitigate the risks and uncertainties associated with the Company's operations. Risks include (i) that conditions to closing the acquisition and related transactions are fulfilled; (ii) the continued availability of capital to finance the Company's activities; (iii) the Company's limited cash position, (iv) the ability to successfully obtain proof of the effectiveness of the Company's technology (v) the ability to complete and maintain corporate alliances relating to the development and commercialization of the Company's technology; (vi) the ability to obtain and enforce patent and other intellectual property protection for the Company's technology; (vii) market acceptance of the Company's technology; (viii) the competitive environment and impact of technological change; (ix) the Company's ability to attract and retain employees to carry out its business plans and (x) the timely development and commercialization of any technology or products that are contingent on the completion and maintenance of corporate alliances with third parties. Further details on Chromos' operating risks can be found in the Company's Quarterly and Annual Reports to Shareholders.

FOR FURTHER INFORMATION: Kathryn Hayashi, CA Vice President Finance Tel: 604-415-7132 Email: khayashi@chromos.com

Chromos Molecular Systems Inc.

CONTACT: Kathryn Hayashi, CA, Vice President Finance, Tel: (604) 415-7132,Email: khayashi@chromos.com



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