e425
Filed by EPIX Pharmaceuticals, Inc.
Pursuant to Rule 425 under the Securities Act of 1933, as amended
Subject Company: Predix Pharmaceuticals Holdings, Inc.
Commission File Number: 333-133513
The following communication contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 and Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended, that are based on current
expectations of the management of EPIX Pharmaceuticals, Inc. (EPIX). These statements are
neither promises nor guarantees, but are subject to a variety of risks and uncertainties, many of
which are beyond the control of EPIX, and which could cause actual results to differ materially
from those contemplated in these forward-looking statements. Such forward-looking statements
include statements regarding: The expected timeframe for the completion of the
merger; the potential milestone payment for a clinically significant
milestone to Predix shareholders for Predix products in connection
with the merger; the expected timing of the commencement of clinical
trials, including the expectations that PRX-00023 will enter Phase II
for depression in 2007, that PRX-03140 will enter Phase IIa for
Alzheimers disease later this year, and that PRX-08066 will
enter Phase IIa for pulmonary hypertension (associated with COPD)
later this year; the expected timing for receiving data from existing
clinical trials, including full results of EP-2104Rs Phase IIa
trial in the second half of 2006 and the results from
PRX-00023s first Phase III trial in GAD in the second half of
2006; the expectation that Chris Gabrieli will be the chairman of
the board of directors of the combined company; the expected approval
of the sale of Vasovistä in
Switzerland and other European
countries; the expected timing of appealing the FDAs approvable
letters regarding Vasovistä and the outcome of that appeal; the
expected decision of Schering AG regarding its option of EP-2104R and
the actions to be taken if Schering AG does not exercise its option;
the potential for
developing PRX-07034 for cognitive impairment; the expectations
regarding receipt of patent protection for the compounds; the expected
partnering strategies and timing thereof for the compounds; the
expected growth in the market for the treatment of anxiety; and the
belief the PRX-00023 may have one of the best, if not the best,
effect profile of the current drugs available and approved for
anxiety and depression. The following factors, among others, could cause
actual results to differ materially from those described in the forward-looking statements: costs
related to the merger, failure of EPIXs or Predixs stockholders to approve the merger, EPIXs or
Predixs inability to satisfy the conditions of the merger, the risk that EPIXs and Predixs
businesses will not be integrated successfully, the combined companys inability to further
identify, develop and achieve commercial success for new products and technologies, the possibility
of delays in the research and development necessary to select drug development candidates and
delays in clinical trials, the risk that clinical trials may not result in marketable products, the
risk that the combined company may be unable to successfully secure regulatory approval of and
market its drug candidates, the risks associated with reliance on outside financing to meet capital
requirements, risks associated with Predixs new and uncertain technology, the development of
competing systems, the combined companys ability to protect its proprietary technologies,
patent-infringement claims, risks of new, changing and competitive technologies and regulations in
the U.S. and internationally. You are urged to consider statements that include the words may,
will, would, could, should, believes, estimates, projects, potential, expects,
plans, anticipates, intends, continues, forecast, designed, goal, or the negative of
those words or other comparable words to be uncertain and forward-looking. These factors and others
are more fully discussed in EPIXs periodic reports and other filings with the Securities and
Exchange Commission.
EPIX undertakes no obligation and does not intend to update these forward-looking statements to
reflect events or circumstances occurring after the date of this communication. You are cautioned
not to place undue reliance on these forward-looking statements, which speak only as of the date of
this communication. All forward-looking statements are qualified in their entirety by this
cautionary statement.
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THE
FOLLOWING IS THE TRANSCRIPT OF THE PRESENTATION
PRESENTED BY EPIX TO INVESTORS AND OTHERS ON
JUNE 13, 2006
EPIX PHARMACEUTICALS, INC.
AT PACIFIC GROWTH EQUITIES 2006 LIFE SCIENCES GROWTH CONFERENCE
JUNE 13, 2006
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Katherine Xu
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Pacific Growth Equities, Research Analyst and Moderator |
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Michael Kauffman
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Predix Pharmaceuticals, President and CEO |
Katherine Xu: Good morning. Good morning. My name is Katherine Xu. Im a research analyst here
at Pacific Growth Equities. Its my great pleasure today to welcome EPIX Pharmaceuticals to Life
Sciences Growth Conference. As we know, EPIX and a private company, Predix, have recently
announced a merger agreement and the transaction is going to close sometime in July. So, the new
company has a very exciting pipeline of small molecules as well as imaging agents, the need of
product candidates as in Phase III in depression. The data is coming out later this year.
Were just really happy to have president and CEO of Predix Pharmaceuticals, Dr. Michael Kauffman,
to give us the story on the new company. Michael?
Michael Kauffman: Thank you. Actually, just apologies on Andrew Uprichards behalf. Andrew is
the president and COO of EPIX. He had a family emergency and has had
to go back to Ireland and so he
regrets he could not be here today. Ill try to answer questions around the EPIX products, if
possible, and if I cant I will certainly forward them on and well get back to you. Well make
forward-looking statements, obviously, and then just a quick comment. So, the merger is due to
close on approximately July 28 next month. Everything is moving ahead along those lines.
Very quickly on this transaction. Its pretty much a 50-50 transaction. Theres an additional
potential milestone payment for a clinically significant milestone to the Predix shareholders for
our products coming into the merger. Chris Gabrieli, who is currently the chairman of EPIX, will
be the chairman of the new board and most of us are locked up from 90 to 180 days.
The S-4 is available on the EPIX website as are the two separate presentations. Were not allowed
to give you this presentation together, but you can get them as one Predix and one EPIX. The
company, as was mentioned, has we think is a pretty exciting pipeline. In fact, Im just going
to jump into looking at the pipeline. We are selling Vasovist, actually, sharing and selling
Vasovist in Europe now. Its on sale in seven countries. We have full EU approval. Additional
approval in Switzerland and a number of other countries looking close to approval.
The U.S. situation well go into in a minute, but we appealing the FDAs approvable letters and we
should have more news on that in July as well. Our Phase III is actually in anxiety with a
secondary endpoint on depression. Those data will be out in the second half of the year. We
announced accrual completion there and well talk about that product in some detail. Thats our
PRX-23 for anxiety and depression. Schering has an option right for a compound called 2104 for
thrombus imaging and that decision will be made in the second half of the year as well. And we
will have an update on that. We will not develop this imaging agent ourselves, but if Schering
does not take it, we will partner that.
PRX-03140 is entering Phase II in combination with Aricept in the second half of the year. Were
all gearing up to do that. PRX-08066 for pulmonary hypertension, either alone or in combination
with COPD is just announced positive proof of concept data in a Phase Ib study. Well show you
those data. And that compound will be entering a Phase II in COPD patients. Thats a randomized
controlled study thats in the next quarter or so.
We just entered a Phase I with PRX-07034 for obesity and that will also be developed, potentially,
for cognitive impairment. This is a serotonin type six antagonist. And all of these compounds
have come out of the Predix discovery platform or the EPIX discovery platform as in the case of the
imaging agent. So, there are all homegrown new chemical entities. We have filed composition of
matter. All of the patents have published across the top three compounds and have issued on
08066. We dont expect any problems on the issuance on 23 or 40.
Our plan is to partner the programs where we will need to and its pretty obvious for a company of
our size that were not going to be filling primary sales forces in anxiety, depression,
Alzheimers or obesity. But for pulmonary hypertension and possibly a specialty sales force in
Alzheimers in the U.S. we will be considering that strongly. The latest stage compounds will be
partnered after they hit a significant value inflection point, which, as you all know these days is
Phase IIb or Phase III, typically, and thats our goal here. We really have shied away from
discovery phase partnerships. This tends to be a bit of a distraction. We have a small
partnership with the cystic fibrosis foundation for about $12.5 million to discovery correctors for
CFTR as well as the agonists on the P2Y2.
In terms of near-term news flow, we have ongoing presentations. In fact, today, we announced the
detailed data from our Phase II study with PRX-23. And well go into that a little bit today. The
appeal and the filing for Vasovist will be announced within the next month or so. And we will be
looking for a decision on FDA on whether to proceed with an appeal to the public hearing or how
they want to proceed in the July-August timeframe. Total results to 2104R in the second half and
then the Schering option at that time the IIa in both COPD and Alzheimers in the second half
and the results of the Phase III, which is the biggest value driver in GAD generalized anxiety
disorder coming out in the second half of the year.
The management team is really geared around drug development. With this kind of pipeline, its
critical to have people that have been through both the IND process as well as getting drugs
approved. I was responsible for the initial clinical development and then program leadership at
for Velcade and the filing of the Phase II data for the NDA there. Andrew Uprichard, who as I
mentioned, couldnt be here today, has about 18 years experience, including three or four NDAs,
about 12 INDs and a great background at Parke-Davis.
And Steve Donahue, who is our VP of clinical, currently reporting to me, eventually reporting to
Andrew, comes from Merck and Bristol-Myers Squibb in charge of Vytorin and some of their glitazone
muraglitazar programs at Bristol-Myers. And I just mentioned that, so Ill skip ahead.
Okay. In terms of priorities and well dive into the products. We will be filing the [Veda
Vistatile], asking the FDA for full approval. Well show you why we think we should be granted
full approval. The European Union obviously believes we should because were being sold there in
the EU and that approval came about a year ago and was one of the fastest approvals of any imaging
agent. The Phase III data coming out will be the first of two. This trial is being conducted
under a special protocol assessment with the FDA. We, in addition, will be starting trials in
major depression in the next year. The Phase IIs in Alzheimers and pulmonary hypertension as well
as obesity following the Phase I and partnerships within, I would say, the next year for our large
products.
Next page
Vasovist. First and briefly is a vascular imaging agent. Currently, surprisingly, for
MR angiography, there is no drug that is currently approved in the
U.S. for MR angiography.
Gadolinium, which is used for brain tumor enhancement and looking for other central nervous system
disorders is used off label at about three times the dose and the images require about one minute
to be taken or else they cant be they cant be
taken. So, Vasovist is a drug that stays in the
vasculature and allows imaging out to one hour on the label and two to three hours in the clinic.
This allows imaging of multiple vascular beds and means that the technician doesnt have to run out
of the room and take a picture within a minute. There were actually four different pivotal trials
done at FDAs request to get a broad label here, too, in the aortal iliac region, one in the kidney
and one in the foot, covering all different types of vascular beds over 1,400 exposures to this
agent. T-values were less than 001 and, as I mentioned, this drug received a very rapid I think
it was four to five months approval in the European Union for the imaging across all vascular beds
and is currently being sold by sharing the following seven countries with additional EU countries
and Switzerland coming online shortly.
So, after, really, two approval letters and some ineffective meetings with FDA, the decision was
made that EPIX would appeal this approvable letter and state that they had actually met with FDA at
the two end of Phase II meetings, had agreement with FDA on the endpoint, reached those endpoints,
and with the new leader of the FDA in charge of the imaging division, he had other ideas, which is
perfectly fine, but typically one has to go with what was agreed to at the end of Phase II
meetings. And that is the foundation for the appeal.
We will be updating on that as soon as we file the appeal and then the FDA has [to do] for 30 days
to respond and make a decision. The decisions can range from full approval to no approval to
public hearing and the public hearing tends to be with an advisory committee tends to be the
outcome of most of these appeals. Interestingly, in the imaging division, the last appeal was
actually met by an immediate approval. So, well see what happens. 2104R is a fibrin imaging
agent. It goes right to clot and this will be optioned in or not by Schering. If its not taken by
Schering, theres $5 million option fee with some milestones and royalties later on. Then we will
sell it to someone else. We will not develop this agent ourselves.
Predix is, as mentioned, a private company, that was started, based on technology, coming out of
Tel Aviv University and leading to a platform and I know thats a bad word these days but a
platform for the discovery of G-protein coupled receptor drugs that are taken by mouth and have
good pharmacokinetics. It was really quite an interesting platform. Since the inception of the
company as a drug development or discovery development company in the U.S. about three-and-a-half
years ago, we have been to move four novel compounds into the clinic, in almost all cases against
receptors that are well validated in the clinic. Announced a fairly rapid development plan and to
take these through now into a Phase III to two Phase IIs about the start in the Phase I. So,
fairly efficient process, a company of about 50 people at this point.
One of the reasons GPCRs are exciting is because 40% of the top-selling drugs target G-protein
coupled receptors and ion channels which are similar in the sense that they fit in the membrane.
The reason our platform is of interest is because its been impossible to date, to crystallize
G-protein coupled receptors, in a way thats useful for drug discovery. And so, typically,
chemists, who are very successful at this, but require, really, a hit or miss approach to moving
drugs rapidly through lead optimization, following initial hits. So, with a company of 50 people,
weve been able to use in silico screening and in silico aided lead optimization to move us with
our nine medicinal chemists ahead with the compounds that weve talked about.
Now, the proof of any platform is really in the footing or, I guess, these days in the eating. And
so, lets take a look at our top compounds. Well spend
most of the time on the GAD compound and
then discuss some of the others. The this market is about a $20 billion in 2005. Its a
growing market. And as drugs have gotten safer, the market itself will be grown because patients
are more willing to take drugs and theres a lower threshold for physicians to prescribe them.
There are really two major drivers right now. And in fact, the largest driver in the market,
particularly for anxiolytics, but also for anti-depressions, is intolerability. There is growing
recognition that patients who are on drugs for an average of five to six years sometimes up to
10 years with these diseases, sometimes a lifetime really do not stay on one drug or the
other. They typically will cycle. In fact, in anxiety, compliance is even worse that in
depression because patients with anxiety are naturally less willing to take on side effects.
And so, theres a big push to come up with drugs that patients will start on and stay on, as
opposed to simply start on and take for two months and then come off of. The big issues on the
side effects of the serotonin reuptake inhibitors and the mixed reuptake inhibitors are sexual
dysfunction and insomnia and appetite changes in perception of taste and smell of food. And the
other big problem, particularly with Paxil and Effexor are withdrawal. That is, if a pill is
missed, there is a significant withdrawal syndrome with Effexor it can last a week, with Paxil
can last two to three or four days. This sounds like an annoying side effect, maybe not a big
deal. Its a big deal if youre on a drug for five years. And so, theres a cycling on and off.
Having said that, the drugs that are in these markets tend to do multiple billion dollar sales.
PRX-23 goes after a target that has been around a long time and its one of the reasons we and the
FDA felt comfortable moving expeditiously through this program. PRX-23 is the most selective and
the longest acting serotonin Type 1a agonist that has gone to clinic to date. [Uscra] was the
first and only approved agent in the U.S. Tandospirone, out of Sumitomo, is approved in Japan and
China for anxiety as well. Uscra was approved in 1986. When it was approved, no one knew what the
target was and it tends to be difficult to make a good drug when youre not sure what its hitting.
About three years after, the target was identified and people have tried to make, basically, patent
busts on buspirone. Now, the problem is that buspirones backbone is metabolizes very quickly
as are all these [aspirones]. And so, its a three times a day drug with some nasty side effects
with lightheadedness, headache and dizziness as well as nausea that require that you start at a low
dose and only after three to four weeks do you get to the target dose. Another thing is patients
today particularly with anxiety are not willing to do is wait three or four weeks to get to
the target dose, never mind taking a drug three times a day.
And what we have is a drug with a 12-hour half life that is extremely well tolerated and
biologically is active on day one. So, about six years after buspirone was approved, it was
discovered that there is a transient and mild and I stress both of those words transient and
mild doubling of the prolactin levels in the brain and its over in six hours. The prolactin comes
from the brain and so one knows if buspirone is hitting the target, one can measure at the highest
dose buspirone, you get about a 25 nanogram per mil bump in prolactin. With PRX-23 at its starting
dose, which Ill cut to the chase, is 40 milligrams, you get the same bump as you get with
buspirone after three weeks.
So, on day one, we are at a biologically active dose. I cant guarantee that 40 milligrams is
going to be active on anxiety, but I can say it absolutely induces
prolactin. And we get a maximum
effect between 60 and 90 milligrams and this is really, statistically, all of these doses show the
same effect beyond about 60 milligrams. So, the starting dose is 40 for three days and then we go
up to 80. This is standard for almost every SSRI and SNRI. We start at a low dose, Phase I
through III or so and if your drug is well tolerated, you go up to the target.
Now, based on this study and we just, as I said, announced the details today. We after
consultation and a very good discussion with the neuropharm division, then headed by [Ralph Ducat],
decided to embark on a small Phase II followed by a large study that was statistically powered.
And I really make a point about that because one of the problems in both anxiety and depression is
that small studies will lead you to some comfort which are not terribly relevant to these diseases
which have a significant placebo effect. And so, the goal here, if your drug is tolerated, is to
get into a statistically powered study as rapidly as possible.
Based on the biomarker data and based on the 20 patients we looked at in Phase II so what we did
in Phase III was a one-week placebo run-in, where the patients didnt know they were getting
placebo, followed by 40, then 80 and then FDA insisted we go to 120, above the target dose. We
looked at, mainly tolerability, which was excellent. We had no dropouts. Typically, one would
expect a 10-15% dropout rate, particularly in these patients who have been on other drugs. Now,
with 20 patients, you might expect two to three drop out. Nobody did. You could argue that
statistically, you might have none. We wont debate that.
I can say that in Phase III, our dropout rate is commensurate with weve seen in Phase I and II.
And the Phase III study is the standard two month long study. So, we were pleased to see that.
What was, I think, more impressive to most of the doctors and Sanjay Mathew, our lead investigator
is leading this, in the study, is that we had six out of the 20 people had a remission, which is
a reduction in the Hamilton anxiety score from above 20 to a score of seven or less, which is
considered normal.
The average drop in this study was 11.5 points. Most of that was within the first two weeks of
drug. So, we saw a little bit of drop on placebo as one would expect for a placebo effect disease.
We saw most of the effect in the first two weeks on drug and then, at the 120 milligram dose, we
saw a little bit more as an improvement in the anxiety score. We took these data to FDA along with
our three-month animal tox data and had agreement under a special protocol assessment to move into
a large pardon me, we moved very quickly right through the slide a large Phase III study.
This study is powered at 90% to detect the expected two point or better difference between the drug
treatment arm and the placebo arm [that we gate]. This is the standard design. This is
practically the only design that FDA recognizes for the approval of anxiolitics. The last drug to
be approved for chronic anxiety was Lexapro. They conducted three of these studies, ranging from
240 to 310 patients, all powered at 90%, all studies have statistical significance in those with
Lexapro three out of three.
So, this study was designed with the same statistical power. Twenty-five centers in the U.S. only
and the primary endpoint, as I mentioned is the Hamilton anxiety score, change at [we gate] versus
placebo. The secondary endpoint is the clinical global impression improvement. Thats the
doctors assessment. We also have validated questionnaires on sexual dysfunction and withdrawal
symptoms, following withdrawal drug or cessation of drug because these will be on the label.
[Demadris] is a depression endpoint. The secondary endpoint is exploratory. We will initiate
Phase IIb or Phase II in depression next year, depending on how the data look on that secondary
endpoint. Enrollment is completed about a month ahead of schedule. We announced last month and we
will have data shortly. This compound will be partnered. We obviously are not going to have a
sales force in primary care, but were looking to have efficacy in both anxiety and depression.
And we think that this compound could have one of the best, if not the best side effect profile of
the current drugs available and approved for anxiety or depression. And we believe this is
attributed to both its selectivity and its very long half life, so that the brain is bathed in
fairly constant levels of drugs.
Let me just go in the last five minutes, quickly, on our other two compounds in the clinic.
Alzheimers disease tough area, large markets, relatively low hurdle for efficacy because we
dont have very effective drugs. The major drugs here, as you all know, are the cholinesterase
inhibitors, Aricept doing about $1.6 billion last year, despite modest efficacy.
The mechanism of action of our drug is really a ying and yang, if you will, with Aricept. And we
take our lesson from what we do in Parkinsons. In Parkinsons disease, we treat with drugs that
increase the production of the missing hormone, which is dopamine and we come up we have drugs
that block the bodys ability to remove dopamine or block its degradation. And I always use this
kitchen sink analogy, where you turn on the faucet, block the drain, and thats how you elevate
levels of a neurotransmitter.
Our drug is a serotonin type four agonist. It is highly selective to the brain isoforms of HT4.
It does not have any GI side effects that weve seen to date. The compound turns on new
acetylcholine production in the brain in humans. It has a 10-hour half life, so its once a day.
It is well tolerated, up to 250 milligrams per day. And this compound will be featured in an oral
presentation in a month in Spain at the International Alzheimers Conference. It was ranked one of
the top 100 compounds, experimental compounds, in the world last year by pharma.
Just quickly, I hate to show animal data, but it really illustrates what well be doing in the
upcoming Phase II. And this is a memory test in a rat where you show a rat food and you ask it to
remember. Rats get it right 20% of the time random. If you give them [Yanzens] cholinesterase
inhibitor, [Razidine], you can double it. You give them our drug, you get the same effect.
Although, the trouble is if you give a human this dose of Razidine, they will have nausea, vomiting
and diarrhea, as all the cholinesterase inhibitors do.
If you drop the dose to a tolerated dose of Razidine in humans, at least the rat equivalent, you
lose the activity. You drop this is an eightfold drop drop our drug 30-fold. Now, put the
30-fold and the eightfold drops together and you restore complete activity. Presumably in humans,
this will be without the side effects because we dont have GI side effects with this dose and
Razidine has minimal GI side effects with this dose.
Its first important to show you increased acetylcholine in humans. In rats, you stick a probe in
their brain and you measure that. In humans, you cant do that, but you can measure on the outside
of their brain, a quantitative electro encephalogram. And we announced sometime ago now a
statistically significant improvement in a brainwave pattern, which correlates with acetylcholine
increase. And this is a well documented surrogate endpoint. So, the next study that will start
shortly will be a combination study of our drug plus Aricept.
The last compound I want to talk about is our pulmonary hypertension drug. This is a new target in
pulmonary hypertension. It is a pulmonary selective vasodilator. Weve now demonstrated that in
both rats, mice and now humans, most recently. This target is the HT2B receptor. HT2B has gotten
a little bit infamous because it is the receptor that causes valve disease and pulmonary
hypertension due to the anorexigens reduction of fen-fen. In fact, all drugs that simulate HT2B
cause valve disease and pulmonary hypertension. Our drug is a blocker on HT2B and, in a sense,
its validated in humans in a reverse kind of way because we have drugs that simulate and cause
disease.
Again, let me skip. The drug has a 16-hour half life in humans. Its once a day. We just
completed a proof of concept study, where we took conditioned athletes and exposed them to low
oxygen in order to induce pulmonary hypertension. They felt this transiently. You get about a
nine millimeter increase in their pulmonary pressure. You have no effect on their systemic blood
pressure. And at two [intermittent] twice a day for three days, we got a 40% statistically
significant drop in their pulmonary pressure with absolutely no effect on their systemic blood
pressure.
This correlates with what we see in animals. It may be a little bit better. Typically, we get
about a 30% drop in animals. So, were excited about this. This is a mechanism deliver face drug.
Its oral. Because of today we will be initiating a randomized blinded Phase II study for two
weeks in COPD patients with significant pulmonary hypertension. Were excited about this area.
There are currently no approved drugs for COPD associated PAH.
And in conclusion, we have now a company with $125 million in cash at the end of March last
quarter. We have a company with many things in the clinic, a drug on the market in Europe with
revenues coming in, a small royalty stream coming in from that, potential for approval in the U.S.
for that drug, a Phase III compound to Phase II, with an ongoing Phase I in obesity. Lots of near
term and longer term value drivers.
And thank you very much for your attention.
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EPIX has filed a registration statement on Form S-4 with the Securities and Exchange Commission
containing a joint proxy statement/prospectus in connection with the proposed merger with Predix
Pharmaceuticals. Investors and security holders are advised to read the joint proxy
statement/prospectus (including any amendments or supplements thereto) regarding the proposed
merger because it contains important information about EPIX, Predix and the proposed transaction
and other related matters. The joint proxy statement/prospectus will be sent to stockholders of
EPIX and Predix seeking their approval of the proposed transaction. Investors and security holders
may obtain a free copy of the joint proxy statement/prospectus and any amendments or supplements
thereto (when they are available) and other documents filed by EPIX at the Securities and Exchange
Commissions web site at www.sec.gov. The joint proxy statement/prospectus and such other documents
may also be obtained for free by directing such request to EPIX Pharmaceuticals, Inc. 161 First
Street, Cambridge, Massachusetts, Attn: Investor Relations, tel: (617) 250-6000; e-mail:
ahedison@epixpharma.com or Predix Pharmaceuticals Holdings, Inc., 4 Maguire Road, Lexington,
Massachusetts 02421, Attn: Investor Relations, tel: (781) 372-3260; e-mail:
investors@predixpharm.com.
EPIX and Predix and their respective directors, executive officers and other members of management
and employees may be deemed to be participants in the solicitation of proxies with respect to the
adoption of the merger agreement and the transactions associated with the merger. A description of
any interests that EPIX and Predix directors and executive officers have in the merger is included
in the registration statement containing the joint proxy statement/prospectus filed with the
Securities and Exchange Commission and available free of charge as indicated above. Information
regarding EPIXs executive officers and directors is also available in EPIXs Form 10-K, as
amended, for the year ended December 31, 2005, which was filed with the Securities and Exchange
Commission on March 1, 2006 and amended on April 28, 2006. You can obtain free copies of these
documents using the contact information above.