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Corgentech, Inc. (CGTK) And AlgoRx Pharmaceuticals, Inc. To Mail Definitive Proxy For Proposed Merger


11/17/2005 10:21:10 AM

SECAUCUS, N.J. and SOUTH SAN FRANCISCO, Calif., Nov. 17 /PRNewswire-FirstCall/ -- AlgoRx Pharmaceuticals, Inc. and Corgentech Inc. (Nasdaq: CGTK - News) today announced that the joint proxy statement/prospectus in connection with the merger transaction involving Corgentech and AlgoRx is being mailed to both companies' stockholders. The companies will convene respective special meetings for stockholders on Thursday, December 15, 2005.

The Corgentech meeting will be held at 1:00 p.m. PST at The Westin San Francisco Airport, 1 Old Bayshore Highway, Millbrae, CA 94030. The AlgoRx meeting will be held at 1:00 p.m. EST at Heller Ehrman LLP, Times Square Tower, 7 Times Square, New York 10036. Stockholders at the close of business on November 8, 2005, the record date for each meeting, will be eligible to vote at the meetings. The transaction is expected to close shortly after the stockholder meetings, assuming Corgentech and AlgoRx receive stockholder approval and satisfaction of other closing conditions.

At the meetings, Corgentech and AlgoRx stockholders will be asked to approve certain matters related to the previously announced merger between the companies. The proposed merger transaction was first announced in a joint press release on September 26, 2005. Under the terms of the agreement, Corgentech will issue, and AlgoRx stockholders will receive in a tax-free exchange, shares of Corgentech common stock such that AlgoRx stockholders will own approximately 62 percent of the combined company on a pro forma basis and Corgentech stockholders will own approximately 38 percent.

About AlgoRx

AlgoRx is a private, emerging pharmaceutical company focused on developing and commercializing a diversified portfolio of pharmaceutical product candidates to address pain, a large and under-served market. AlgoRx's portfolio of pain management drug candidates includes ALGRX 3268, which has completed Phase 3 clinical trials, ALGRX 4975, which is in Phase 2 clinical trials, and ALGRX 1207, which is soon to enter the clinic. AlgoRx is based in Secaucus, NJ. For more information on the company and its technologies, please visit www.algorx.com.

About Corgentech

Corgentech is a biopharmaceutical company focused on the development and commercialization of novel therapeutics for significant unmet medical needs. Corgentech is based in South San Francisco, CA. For more information on the company and its technologies, please visit www.corgentech.com.

Forward Looking Statements

This press release includes "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," "continue," and similar expressions are intended to identify such forward-looking statements. Forward-looking statements in this press release include, without limitation, the timing of events related to the proposed merger, and other matters that involve known and unknown risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to differ materially from results expressed or implied by this press release. Such risk factors include, among others: whether the companies can successfully develop new products and the degree to which these gain market acceptance. Actual results may differ materially from those contained in the forward-looking statements in this press release. Additional information concerning these and other risk factors is contained in Corgentech's Form 10-K/A for the year ended December 31, 2004 and most recently filed Form 10-Q.

Corgentech and AlgoRx undertake no obligation and do not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements are qualified in their entirety by this cautionary statement.

Additional Information and Where to Find It

Corgentech Inc. has filed a registration statement on Form S-4/A, and Corgentech and AlgoRx Pharmaceuticals, Inc. have filed a related joint proxy statement/prospectus, in connection with the merger transaction involving Corgentech and AlgoRx. Investors and security holders are urged to read the registration statement on Form S-4/A and the related joint proxy statement/prospectus because they contain important information about the merger transaction. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC at the SEC's web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by contacting Corgentech Investor Relations at the email address: investors@corgentech.com.

Corgentech, AlgoRx and their directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Corgentech and AlgoRx in connection with the merger transaction. Information regarding the special interests of these directors and executive officers in the merger transaction is included in the joint proxy statement/prospectus of AlgoRx and Corgentech described above. Additional information regarding the directors and executive officers of Corgentech is also included in Corgentech's proxy statement for its 2005 Annual Meeting of Stockholders, which was filed with the SEC on April 27, 2005. This document is available free of charge at the SEC's web site at www.sec.gov and from Investor Relations at Corgentech as described above.

Source: Corgentech Inc.


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