As part of the merger certain Affitech shareholders will undertake to
participate in a new share issue which Pharmexa expects to take place during Q2
or Q3 2009.

The merger agreement and consummation of the transactions contemplated thereby
are subject to approval by the shareholders of both Affitech AS and Pharmexa
A/S. Pharmexa expects to convene an extraordinary shareholders' meeting in
March/April for the approval of the transaction.
 
Aims of the Merger

Affitech AS is a private antibody research company, based in Oslo, Norway,
backed by a syndicate of Norwegian venture capital or private equity investment
funds. The Company was established in 1997 on the basis of a worldwide
exclusive right to the phagemid antibody display system licensed from the
German Cancer Research Centre in Heidelberg, Germany. Today, Affitech is a drug
discovery company focussed on identifying fully human antibodies useful as
innovative new therapeutics.  Affitech's total annual expenditures were
approximately 29.9, 51.8 and 47.2 mNOK in 2006, 2007 and 2008.  The company is
still at an early stage of development, reporting net losses of 21.5 and 46.0
mNOK in 2006 and 2007 respectively and expects to report figures for 2008 at a
similar level to 2007.

The acquisition of Affitech by Pharmexa is intended to create a new European
biopharmaceutical company listed on the Nasdaq OMX Copenhagen exchange
dedicated to the discovery and development of human antibody therapeutics in
cancer and other diseases of unmet medical need. The integration of the two
companies marks a transformational event by combining the antibody discovery
expertise and early product pipeline of Affitech with the drug development
capabilities, processes and infrastructure of Pharmexa. The combined Company
will focus its activities entirely in the field of human antibody therapeutics.
Antibodies constitute one of the most commercially successful fields in the
biotechnology sector.

Announcing the merger, Dr. Achim Kaufhold, CEO of Pharmexa said:

“Pharmexa has experienced product setbacks over the last year which have led us
to consider a variety of strategic options to revitalise the business and to
generate future value for our shareholders. The acquisition of Affitech builds
on the expertise and capabilities of Pharmexa, but is also a transformational
event that moves us into the exciting field of antibody therapeutics, one of
the most attractive sectors of the biopharmaceutical industry.

Following several high value mergers and acquisitions in the antibody discovery
field, Affitech remains one of only a limited number of independent companies
with a strong position in high throughput screening of antibody libraries.
Meanwhile, there is an increasing demand for antibody therapeutics as pipeline
products from major pharma companies. This transaction will create a technology
innovator and product developer that is expected to be able to meet this demand
for new antibody therapeutics at all levels—from discovery through to clinical
stage products. The acquisition of Affitech is intended to be the first step in
creating a leading new Company in the antibody field with the potential for
sustained growth in shareholder value”.

Key Advantages of the Merger
 
It is the opinion of the management and the board of directors of the two
companies that the proposed transaction creates a new Company that has the
potential to be highly competitive in the international antibody therapeutics
field. Some key advantages that are gained through combining the two companies
are highlighted below:

• The combined Company, listed on the Nasdaq OMX Copenhagen exchange and
supported by more than 14,000 shareholders will be based on commercialising
Affitech's unique human antibody drug discovery capabilities.
 
• The new Company will be one of only a limited number of “phage display”
antibody research companies worldwide. Phage display is the pre-eminent
technique for identifying and producing unique human antibodies against
selected disease targets by use of a library of human immunological genes.
Affitech holds patents covering its phagemid antibody library as well as a high
throughput screening method.

• Pharmexa's rebirth in the attractive field of human therapeutic antibodies
builds on the company's long-standing know-how in the field of medical
immunology.  Many of the Company's skills in clinical immunology and product
development are directly transferable to the commercialisation of novel
antibody medicines, a class of drugs that now represents one of the largest and
fastest growing areas of new medicines worldwide.

• The merger creates true synergies in terms of operational capabilities,
management experience and skills. The combination of the two businesses will
create a fully integrated research and development company for human antibody
therapeutics that would have otherwise taken several years to build organically
for either of the two companies.

Dr. Martin Welschof, CEO of Affitech, also commented:

“Affitech has developed a fully integrated antibody discovery platform
consisting of human antibody libraries with high functionality, based on
phagemid display technology plus several screening technologies with high
degree of versatility. Through partnerships with both pharma and biotech
businesses, we have demonstrated that this platform is highly productive in
identifying competitive new antibody drugs. As a direct result of the merger,
Affitech will have the capability for the first time to develop its own
antibody products through human clinical trials.”

The New and Enlarged Affitech

Following the acquisition of Affitech, Pharmexa will change its name to
Affitech A/S and will become the headquarters of the combined Company with the
Affitech research laboratories in Norway continuing operation as the wholly
owned subsidiary, Affitech Research AS. The new Company will combine the
antibody discovery expertise and preclinical product pipeline of Affitech with
the drug development experience and skills, processes and infrastructure of
Pharmexa. The business plan for the merged business will focus on the
development of fully human monoclonal antibody drugs of two types:
 
(i) Antibodies directed against molecular targets known to play a role in
disease but not currently addressed by existing drugs, and
 
(ii) New and improved versions of marketed antibody therapeutics. 

In the first category, the new Company will focus particularly on cell surface
targets such as G-Protein-Coupled Receptors (GPCRs) and cancer stem cell
antigens where its “Cell Based Antibody Selection” (CBAS) Technology gives it a
significant opportunity.

The new Company will also evaluate and if appropriate, consider in-licensing
commercially attractive human antibody drugs from other discovery research
businesses in the antibody therapeutics field. Affitech and Pharmexa have
identified a number of competitive antibodies discovered by other antibody
research companies that they consider to have high commercial potential. The
two companies have collaborated on their evaluation and are currently exploring
possible terms for the acquisition of such products.

The combination of the two companies, and the enhanced capabilities, are
expected to result in new partnering opportunities. The new Affitech will have
a flexible and value generating business strategy that emphasises rapid
preclinical and clinical development of proprietary products. At appropriate
stages of development, Affitech will seek to form international strategic
alliances and co-development partnerships to conduct further worldwide clinical
product development and commercialisation.

In addition to its antibody therapeutics business, the combined Company will
retain the benefits of potential future income from the previous vaccine
business of Pharmexa, in particular:

• Telomerase vaccine (GV1001), recently sold to the Korean company KAEL, but
keeping commercial upsides in terms of milestones and royalties.

• Alzheimer Disease vaccine (Abeta), licensed to the Danish company H. Lundbeck
A/S

Management and Board of Directors

Following completion of the acquisition, Dr. Achim Kaufhold, currently Chief
Executive Officer (CEO) of Pharmexa, will become Chief Executive Officer of the
combined group. Dr. Martin Welschof, currently CEO of Affitech, will become
Managing Director of Affitech Research and Chief Technology Officer (CTO) of
the group.

A new board of six directors will be appointed by shareholders at the
Extraordinary General Meeting to be held to approve the acquisition, as Karl
Olof Borg, Jørgen Buus Lassen, Alf Lindberg and Karen Lykke Sørensen will
resign. The board of directors proposes to nominate Dr. Keith McCullagh,
currently non-executive chairman of Affitech AS, as chairman of the new board
and Mr. Ole Steen Andersen as vice-chairman. In addition, the board of
directors will propose the election of Mr. Michel Pettigrew, a current director
of Pharmexa and Mr. Pål Rodseth, Mr. Arne Handeland and Dr. Steinar Engelsen,
current directors of Affitech.

Certain functions will be consolidated after the acquisition, and the portfolio
of research programs will be prioritised. The combined Company is expected to
have a staff of 35-40 employees.