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 expectation that Predix Pharmaceuticals Holdings, Inc. (Predix)
will receive a $1.5 million payment from Cystic Fibrosis Foundation Therapeutics, Inc. (CFFT) in
connection with Predixs achievement of a milestone under the terms of its original agreement with
CFFT; Predixs eligibility to receive up to an additional $3.5 million in research funding and
milestone payments, bringing the total value of its research collaboration with CFFT to $16
million; the expectation that Predix is at a point where it can begin conducting drug discovery
research based on its innovative computer model of the cystic fibrosis protein CFTR; the hope that
the Predix team will identify compounds that could become new potential therapies for people with
cystic fibrosis; the expectation that Predix will complete the first of at least two pivotal Phase
III clinical trials for generalized anxiety disorder for its lead drug candidate, PRX-00023, in the
second half of 2006; the expectation that PRX-03140 for the treatment of Alzheimers disease will
enter Phase IIa later this year; the expectation that PRX-08066 for the treatment of pulmonary
hypertension (PH) and PH associated with chronic obstructive pulmonary disease will enter a Phase
II trial in 2006; and the expectation that PRX-07034 will be developed for the treatment of obesity
and for the cognitive impairment associated with Alzheimers disease or schizophrenia. 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.
*********************
THE FOLLOWING IS THE PRESS RELEASE ISSUED BY PREDIX ON AUGUST 3, 2006
FOR IMMEDIATE RELEASE
CONTACT:
Sheryl Seapy, Pure Communications
(949) 608-0841
Kelly
Hennessy, Pure Communications
(617) 227-0552
Predix Pharmaceuticals Announces Expansion of Research Collaboration with Cystic Fibrosis
Foundation Therapeutics
Predix to Receive $1.5 Million Milestone Payment; Total Potential Value of Agreement Increased
to $16 Million
LEXINGTON, Mass., August 3, 2006 Predix Pharmaceuticals, which recently announced a definitive
agreement to merge with EPIX Pharmaceuticals (Nasdaq: EPIX), announced today that it has expanded
its research, development and commercialization agreement with Cystic Fibrosis Foundation
Therapeutics, Inc. (CFFT), the nonprofit drug discovery and development affiliate of the Cystic
Fibrosis Foundation. In addition, Predix has achieved another milestone under the original
agreement and will receive the associated $1.5 million payment. Under the terms of the amended
agreement, Predix may be eligible for up to an additional $3.5 million in research funding and
milestone payments, bringing the total value of its research collaboration with CFFT to $16
million.
We are very pleased that we are now at the point where Predix can begin conducting drug discovery
research based on its innovative computer model of the cystic fibrosis protein CFTR, said Robert
J. Beall, Ph.D., president and CEO of the Cystic Fibrosis Foundation. We look forward to
continuing to work together and are hopeful that the Predix team will identify compounds that could
become new potential therapies for people with cystic fibrosis.
Michael G. Kauffman, M.D., Ph.D., president and chief executive officer of Predix added, We have
reached another milestone in our research program with CFFT, and I want to congratulate our joint
development team on their efforts and thank the Predix computational team for their continued
progress with modeling the CFTR ion channel protein. We are delighted to be awarded this extension
to our research agreement with CFFT, which along with the S1P1 collaboration we announced earlier
this week with Amgen, further demonstrates the quality of our research and the strength of our
G-protein coupled receptor (GPCR) and ion channel drug discovery technology.
The first research program under this agreement utilizes Predix proprietary PREDICT
technology to characterize the Cystic Fibrosis Transmembrane conductance Regulator (CFTR) ion
channel protein. Through this technology, Predix has modeled several domains of the structure of
this protein and the resulting model has been validated. The original agreement between Predix and
CFFT has been expanded to allow for additional research by Predix, including the initiation of
screening efforts against certain regions of the CFTR protein to help restore proper functioning of
this ion channel.
The second program under the agreement with the CFFT uses Predixs PREDICT technology
to discover small-molecule agonists of the P2Y(2) protein to ameliorate symptoms of cystic
fibrosis. Predix
retains the right to develop and commercialize any drug candidates discovered
through this second research program.
About Cystic Fibrosis and The Cystic Fibrosis Foundation
Cystic fibrosis (CF) is a life-threatening, genetic disease that can lead to fatal lung infections
and digestive problems. An estimated 30,000 Americans have CF. When the Cystic Fibrosis Foundation
was established in 1955, most children with the disease did not live to attend elementary school.
Today, the median age of survival is nearly age 37, thanks in large part to research and care
supported by the CF Foundation. The Foundation, headquartered in Bethesda, MD, is a
donor-sponsored, nonprofit organization committed to finding therapies and ultimately a cure for
CF, and improving the lives of those with the disease. For more information on CF and the CF
Foundation, call (800) FIGHT CF or visit www.cff.org.
About Predix Pharmaceuticals Holdings, Inc.
Predix, based in Lexington, MA, is a pharmaceutical company focused on the discovery and
development of novel, highly selective, small-molecule drugs that target G-Protein Coupled
Receptors (GPCRs) and ion channels. Using its proprietary drug discovery technology and approach,
Predix has advanced four internally-discovered drug candidates into clinical trials and has five
additional programs in preclinical development and discovery. Predix is expected to complete the
first of at least two pivotal Phase III clinical trials for generalized anxiety disorder for its
lead drug candidate, PRX-00023, in the second half of 2006. In addition to PRX-00023, Predix has
three other clinical-stage drug candidates: PRX-03140 for the treatment of Alzheimers disease,
which is expected to enter Phase IIa later this year; PRX-08066 for the treatment of pulmonary
hypertension (PH) and PH associated with chronic obstructive pulmonary disease, which recently
completed a Phase Ib trial and is expected to enter a Phase II trial in 2006; and, PRX-07034, which
recently entered a Phase I trial and is expected to be developed for the treatment of obesity and
for the cognitive impairment associated with Alzheimers disease or schizophrenia. Additional
information about Predix can be found on the companys website at www.predixpharm.com.
About EPIX Pharmaceuticals, Inc.
EPIX Pharmaceuticals, Inc., based in Cambridge, MA, discovers and develops innovative
pharmaceuticals for imaging that are designed to transform the diagnosis, treatment and monitoring
of disease. The Company uses its proprietary Target Visualization Technology to create imaging
agents targeted at the molecular level, designed to enable physicians to use Magnetic Resonance
Imaging (MRI) to obtain detailed information about specific disease processes. To receive the
latest EPIX news and other corporate developments, please visit the EPIX website at
www.epixpharma.com.
Additional Information About the Merger And Where To Find It
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.
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 has been mailed 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 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 proxy statement/prospectus that has been filed with
the Securities and Exchange Commission and is available free of charge as indicated above.
Safe Harbor Statement
This news release contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, that are based on current expectations of Predixs management.
These statements include, but are not limited to, those relating to the amended research,
development and commercialization agreement with Cystic Fibrosis Foundation Therapeutics, Inc.,
including the expected benefits thereof, the timing and results of future clinical development of
Predixs drug candidates, as well as the potential efficacy, safety and tolerability of such drug
candidates. 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 Predix, and which could cause
actual results to differ materially from those contemplated in these forward-looking statements.
Any or all of the forward-looking statements in this press release can be affected by inaccurate
assumptions Predix might make or by known or unknown risks and uncertainties, including, but not
limited to: Predixs inability to further identify, develop and achieve commercial success for
product candidates and technologies; the ability of Predix to maintain, and achieve the expected
benefits under, its collaborations; the possibility of delays in the research and development of
its product candidates and delays in clinical trials; risks associated with Predixs new and
uncertain technology; uncertainties as to the future success of ongoing and planned clinical
trials; and the unproven safety and efficacy of products under development. Consequently, actual
results may differ materially from those described in the forward-looking statements. You are
cautioned not to place undue reliance on these forward-looking statements, which speak only as of
the date of this press release. Predix undertakes no obligation to update forward-looking
statements, whether because of new information, future events or otherwise, except as required by
applicable law.
*********************
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.