With this notice, stockholders of EpiCept Corporation (Nasdaq and Nasdaq OMX Stockholm Exchange: EPCT) are invited to the Annual Meeting of Stockholders (the "Annual Meeting") on June 3, 2010, at 10:00 a.m. Eastern time at the Dolce/IBM Palisades Executive Conference Center, 334 Route 9W, Palisades, New York 10964.
EpiCept stockholders of record at the close of business on April 19, 2010 (the "Record Date") are entitled to vote at the Annual Meeting.
On or about April 23, 2010, a notice of the Annual Meeting with the 2010 Proxy Statement will be mailed to all EpiCept stockholders of record on the Record Date. Stockholders of record may grant a proxy with respect to their shares on the internet or by mail. Voting instructions appear on the proxy card attached to the 2010 Proxy Statement. EpiCept also mailed to stockholders holding shares traded on the Nasdaq OMX Stockholm Exchange a notice in Swedish containing instructions on how to access EpiCept's 2009 Annual Report to Stockholders and its Proxy, as well as how to vote their shares online. If you are an EpiCept stockholder of record and did not receive a notice, please contact Mr. Robert Cook at (914) 606-3500.
Items to be Discussed During the Annual Meeting:
The first item to be discussed is the election of two directors as Class II directors to hold office until the 2013 Annual Meeting and until their respective successors are elected and qualified. The two nominees for election at the Annual Meeting are listed below with brief biographies. They are both currently EpiCept directors.
Gerhard Waldheim has been a member of EpiCept's board since July 2005. Since 2000, he has co-founded and built Petersen, Waldheim & Cie. GmbH, Frankfurt, which focuses on private equity and venture capital fund management, investment banking and related financial advisory services. Biotech and pharma delivery systems are among the focal points of the funds managed by his firm. Prior to that, Mr. Waldheim held senior executive and executive board positions with Citibank, RZB Bank Austria, BfG Bank in Germany and Credit Lyonnais in Switzerland; over the years, his banking focus covered lending, technology, controlling, investment banking and distressed equity. Prior to that, he worked for the McKinsey banking practice. He received an MBA from Harvard Business School in 1974 and a JD from the Vienna University School of Law in 1972.
A. Collier Smyth, M.D. has served as a member of EpiCept's board of directors since April 2009, following his retirement from Bristol-Myers Squibb Company, or BMS, where he served as Senior Vice President of Medical Strategy, Oncology. Prior to his recent retirement from BMS, Dr. Smyth led oncology medical affairs in the United States, including the U. S. life-cycle development of paclitaxel (Taxol®), carboplatin (Paraplatin®) and ifosfamide (Ifex®). Most recently, he participated in the launch of multiple BMS oncology drugs, including cetuximab (Erbitux®), dasatinib (Sprycel®) and ixabepilone (Ixempra®). During his thirteen-year tenure with BMS, Dr. Smyth oversaw key aspects of medical strategy, medical liaison, medical information, clinical operations, regulatory affairs, quality assurance and compliance in the oncology division of BMS. At times, medical affairs for virology and immunoscience were added to his oncology responsibilities. Prior to joining BMS, Dr. Smyth served as vice president of medical affairs with American Oncology Resources, Inc., now U.S. Oncology, where he was responsible for establishing the strategic priorities of the country's largest oncology physician group practice. Previously, Dr. Smyth was the founder and president of New Hampshire Oncology/Hematology, the first office-based medical oncology practice in New Hampshire. Dr. Smyth also serves on the Board of Directors of Ariad Pharmaceuticals, Inc.
The Board recommends that holders of EpiCept common stock vote for the election of Gerhard Waldheim and A. Collier Smyth.
The second item to be discussed is the ratification of the selection by the Audit Committee of the Company's Board of Directors of Deloitte & Touche LLP as the independent registered public accounting firm for the year ending December 31, 2010. Deloitte & Touche LLP was EpiCept's independent registered public accounting firm for the year ended December 31, 2009. The Board recommends that stockholders vote for the ratification of the selection of Deloitte & Touche LLP as EpiCept's independent registered public accounting firm for the year ended December 31, 2010.
Stockholders may obtain copies of EpiCept's 2009 Annual Report and Proxy Statement on its website at www.epicept.com.
These documents will also be available at the Annual Meeting.