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Miles
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Metaphore Pharmaceuticals, Inc. And ActivBiotics Sign Definitive Merger Agreement


12/14/2005 11:07:53 AM

LEXINGTON, Mass., and FORT LEE, N.J., Dec. 14 /PRNewswire/ -- ActivBiotics, Inc. and Metaphore Pharmaceuticals, Inc. today announced that the two private companies have signed a definitive merger agreement.

The transaction, if completed, will result in Metaphore becoming a wholly owned subsidiary of ActivBiotics. The proposed merger is subject to approval of the stockholders of both ActivBiotics and Metaphore and is expected to close by the end of December or early January. US operations will be consolidated in Lexington, MA. Steve Gilman Ph.D., ActivBiotics' President and Chief Executive Officer, will lead the combined company which will retain the name ActivBiotics.

"Metaphore brings considerable assets to this transaction, including a novel anti-inflammatory compound that has been safely administered to over 600 people," Dr. Gilman said. "With our combined financial resources, a recently initiated Phase 3 antibacterial program for treating Peripheral Arterial Disease, and a rich pipeline of earlier stage product opportunities, we believe the combined company is well positioned to assume a leadership role as an emerging pharmaceutical company focused on significant infectious disease and inflammation markets."

"This merger enables both companies to fund key programs through value creation points," said Alan W. Dunton, M.D., President and Chief Executive Officer of Metaphore. Dr. Dunton will be non-executive Chairman of the Board of the combined company, which will have significant Board membership from both ActivBiotics and Metaphore.

Additional details of the merger will be announced at closing.

About ActivBiotics, Inc.

ActivBiotics, Inc. is a private biopharmaceutical company located in Lexington, MA, focused on the discovery, development and commercialization of breakthrough antibacterials for high-value chronic and infectious disease markets. The Company's lead product candidate, rifalazil, is being studied in a pivotal study in patients with intermittent claudication, a manifestation of Peripheral Arterial Disease. The Company's lead pre-clinical compound in its pipeline of novel rifamycins, ABI-0043, shows significant potential for the treatment of infections caused by Gram-positive pathogens, including Staphylococcus aureus and MRSA (methicillin-resistant Staphylococcus aureus). For more information, please visit the web site at: http://www.activbiotics.com.

About Metaphore Pharmaceuticals, Inc.

Metaphore Pharmaceuticals Inc. is a privately held emerging pharmaceutical company with offices in Fort Lee, New Jersey and St. Louis, MO. The company leverages its expertise to discover and develop small molecule compounds that mimic the function of superoxide dismutase, a beneficial enzyme that serves an important protective role in the body by removing superoxide, a toxic free radical that can damage cells and tissues. Superoxide anions are implicated in a wide variety of diseases associated with pain and inflammation. Metaphore currently focuses its clinical development efforts in pain, arthritis and inflammatory disorders which represent significant markets in terms of scope and size. For more information, please visit the web site at: http://www.metaphore.com.

This press release contains forward-looking statements based on information available to ActivBiotics and Metaphore as of the date hereof. In some cases, you can identify these forward-looking statements by the use of words such as "may," "could," "expect," "intend," "plan," "seek," "anticipate," "believe," "estimate," "predict," "potential," "continue," or the negative of these terms or other comparable terminology. Actual results could differ materially from the results stated or implied by such forward- looking statements due to a number of risks and uncertainties. These risks and uncertainties include, but are not limited to, general economic and business conditions, changes in governmental laws and regulations relating to the development and commercialization of pharmaceutical products, and competition in the pharmaceutical industry. ActivBiotics and Metaphore disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

ActivBiotics, Inc.

CONTACT: Mr. Glenn Kazo, Chief Business Officer of ActivBiotics, Inc.,+1-781-372-4864, gkazo@activbiotics.com



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