Axonyx Inc (AXYX)

[Stock]

On June 8, 2006, Axonyx Inc. (Nasdaq: AXYX) and privately held
TorreyPines Therapeutics, Inc. announced that they have entered
into a definitive merger agreement. The resulting company
will be named TorreyPines Therapeutics, headquartered in San
Diego, California and traded on the NASDAQ Stock Market
under the proposed ticker symbol “TPTX.”


Terms

• Tax-free stock for stock merger
• Pro forma ownership of combined company
- Approximately 58% TorreyPines shareholders
- Approximately 42% Axonyx shareholders
- In addition, TorreyPines preferred shareholders receive
warrants to purchase combined company shares that, if
fully exercised at closing, give TorreyPines shareholders
approximately 62% of the combined company
- Relative percentages adjusted if either party out-licenses
one or more product candidates prior to closing
• Subject to customary and other closing conditions including
shareholder approval
• Transaction expected to close during the fourth quarter
of 2006
• Board of Directors to consist of five current TorreyPines
directors and three current Axonyx directors


ADVANTAGES OF THE AXONYX AND
TORREYPINES COMBINATION

• Robust and more diversified CNS pipeline to lower
development risk
• Combined company will have eight product candidates
- Novel parenteral and oral product candidates for pain
- Exceptional portfolio of six Alzheimer’s disease (AD)
product candidates
- Four of eight product candidates in the clinic
• Sufficient cash to advance multiple product candidates to
value-creating milestones
• Well capitalized – the pro forma combined company had
more than $80 million in cash at March 31, 2006
• Drug discovery capability to fuel ongoing product
development
• Established infrastructure and experienced leadership that
has a track record in bringing pharmaceuticals to market


UPCOMING MILESTONES

During the next 12 months, TorreyPines and Axonyx anticipate
several key milestones related to their product candidates.
Among these include the following:
• TorreyPines’ lead compound, tezampanel, is expected to
enter a Phase IIb clinical trial for the treatment of migraine
• TorreyPines expects to file an Investigational New Drug (IND)
application and then begin a Phase I trial for NGX426, the
oral prodrug of tezampanel and the company’s follow-on
compound for migraine and chronic pain
• Axonyx will complete its ongoing Phase I trials with
Posiphen™ for the treatment of AD progression
• Data will become available from TorreyPines’ Phase I
single dose study evaluating NGX267, the company’s
lead muscarinic agonist, in healthy elderly volunteers – a
population reflecting the age of the primary AD population
• TorreyPines plans to initiate a multiple dose Phase I safety
study with NGX267
• Axonyx to begin a Phase I clinical trial with BNC, its highly
selective butyrylcholinesterase inhibitor for the treatment of
severe AD

MANAGEMENT

Dr. Neil Kurtz, President and Chief Executive Officer

Dr. Kurtz is an accomplished clinician with more than 25 years
of global executive management experience in pharmaceutical
and healthcare provider companies. Prior to joining TorreyPines
Therapeutics, Dr. Kurtz co-founded Worldwide Clinical Trials, a contract
research organization, where he held the positions of President and
Chief Executive Officer until its acquisition by UnitedHealth Group
(UHG) in September 1999. After the acquisition, Dr. Kurtz became
President of Ingenix Pharmaceutical Services, a division of UHG, and
also served as a member of the UHG Executive Board until joining
TorreyPines Therapeutics. Dr. Kurtz’s career includes senior positions
with Boots Pharmaceuticals, Bayer Corporation, Bristol-Myers Squibb
Company, and Merck. Over the course of his career, Dr. Kurtz played
instrumental roles in numerous New Drug Applications (NDA)
submissions and successfully brought multiple pharmaceuticals to
market, including the anti-obesity drug Meridia®; Pepcid® for pain
related to stomach ulcers; and the anti-anxiety therapy BuSpar®.

Evelyn Graham, Chief Operating Officer

Prior to joining TorreyPines Therapeutics, Ms. Graham was Executive
Director, Development Operations at Purdue Pharma. In this capacity,
she managed global operations supporting a portfolio of marketed
and early to late-stage pain compounds. Ms. Graham has 19 years
clinical development experience and a proven track record of
establishing and running development operations for pharmaceutical
and contract research organizations. Ms. Graham was Senior Vice
President of Business Development at Ingenix Pharmaceutical
Services, a division of UnitedHealth Group (UHG), and Vice President of
Clinical Operations at Worldwide Clinical Trials, prior to its acquisition
by UHG. Her pharmaceutical experience includes positions in
operations management, healthcare utilization, and organizational
planning at Bayer Corporation and Wyeth Pharmaceuticals (formerly
Ayerst Laboratories).

Craig Johnson, Chief Financial Officer

Mr. Johnson has served as a senior financial executive in the biotech industry
for more than 10 years. Prior to joining TorreyPines Therapeutics, he was
Chief Financial Officer and Senior Vice President of Operations at MitoKor and
previously held financial management positions at several early-stage technology
companies. A Certified Public Account, Mr. Johnson began his career working for
the accounting firm Price Waterhouse LLP.

Dr. Michael Murphy, Chief Medical Officer

Prior to joining TorreyPines Therapeutics in 2004, Dr. Murphy was Chief
Medical and Scientific Officer for Ingenix Pharmaceutical Services, a division of
UnitedHealth Group (UHG), and he also served as liaison with other UHG business
units in matters of clinical trial design, regulatory activities and other programs of
research. Prior to its acquisition by UHG, Dr. Murphy was Vice President of Scientific
Affairs at Worldwide Clinical Trials. Previously, he served as Senior Vice President,
Worldwide Clinical Research at Cephalon, Inc., and Vice President, Scientific and
Professional Affairs, Neuroscience-Strategic Business Unit, at Hoechst-Roussel
Pharmaceuticals.

Dr. Steven Wagner, Chief Scientific Officer

Dr. Wagner co-founded TorreyPines Therapeutics, then named Neurogenetics,
in 2000 as its Chief Scientific Officer. Prior, Dr. Wagner was the Director of Protein
Biochemistry at SIBIA Neurosciences. He served as the program head of SIBIA’s
Alzheimer’s disease drug discovery collaboration with Bristol-Myers Squibb (BMS).
This collaboration resulted in the first gamma-secretase inhibitor for Alzheimer’s
disease to reach the clinic. Dr. Wagner was a member of SIBIA’s Strategic Planning
and Drug Discovery Steering Committees and a member of the Joint Steering
Committee between SIBIA and BMS. Dr. Wagner is an inventor on numerous
patents and patent applications and has published over 50 chapters and
research papers in the top scientific journals. Prior to leading SIBIA’s Alzheimer’s
disease drug discovery efforts, Dr. Wagner was a Research Associate Professor
in the Department of Microbiology and Molecular Genetics at the University of
California at Irvine where he co-authored the initial purification and identification
of the human amyloid precursor protein.

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