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 will use its model of the CFTR protein
to identify sites for therapeutic intervention; the expectation that once potential drug sites are
identified, Predix will use its computational drug discovery capabilities to discover drug
candidates that can help restore proper functioning of the CFTR protein; the belief that P2Y(2)
receptor agonists may help expel chloride from cells using an ion channel that bypasses the defect
in CFTR and that successful release of chloride would help restore the proper salt and water
balance in the cells of CF patients; 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 Phase IIa in mid-2006; and the expectation that PRX-07034 will be developed for
the treatment of obesity and for 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 JULY 13, 2006
Predix Pharmaceuticals Announces Milestone Payment From Cystic Fibrosis Foundation Therapeutics
Milestone is Part of a Research, Development and Commercialization Agreement
LEXINGTON, Mass., July 13, 2006 Predix Pharmaceuticals, which recently announced a definitive
agreement to merge with EPIX Pharmaceuticals (Nasdaq: EPIX), announced today that it has received a
milestone payment from Cystic Fibrosis Foundation Therapeutics, Inc. (CFFT), the nonprofit drug
discovery and development affiliate of the Cystic Fibrosis Foundation. The milestone payment is
part of a research, development and commercialization agreement signed in 2005 between Predix and
CFFT that funds two research programs.
The first program, for which the milestone payment was received, is focused on the Cystic Fibrosis
Transmembrane conductance Regulator (CFTR) ion channel protein. Various mutations in the CFTR gene
can impair the transport of chloride in and out of cells. In the lungs and gastrointestinal tract,
this dysfunction leads to the development of the abnormally thick, sticky mucous that causes
chronic, life-threatening lung infections and impairs digestion in people with cystic fibrosis.
Using its proprietary PREDICT technology, Predix has modeled several domains of the structure of
this protein and expects to use the resulting model to identify sites for therapeutic intervention.
Once potential drug target sites are identified, Predix expects to use its computational drug
discovery capabilities to discover drug candidates that can help restore proper functioning of the
CFTR protein.
The Predix computational development team has done an excellent job modeling several domains of
the structure of the CFTR pore and validating these results against a large body of experimental
data. To date, we have used our proprietary computational drug discovery technology primarily for
the modeling of GPCRs. This is the second time we have applied our computational technologies to
ion channels, and both the CFFT and we are very pleased with the results on the putative CFTR
structure, stated Dr. Oren M. Becker, co-founder and chief scientific officer of Predix
Pharmaceuticals.
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. P2Y(2)
receptors are GPCRs that play a role in respiratory function. The stimulation of P2Y(2) can
stimulate mucous production in the lungs and help clear bacteria from the lungs of CF patients,
reducing the risk of lung infections and limiting chronic damage to the lungs. P2Y(2) receptor
agonists may help expel chloride from cells using an ion channel that bypasses the defect in CFTR.
Successful release of chloride would help restore the proper salt and water balance in the cells of
CF patients. Predix will retain the right to develop and commercialize any drug candidates
discovered through this second research program.
About Cystic Fibrosis and Cystic Fibrosis Foundation Therapeutics
Cystic fibrosis is a genetic disease affecting approximately 30,000 people in the United States. A
defect in the CFTR gene causes the body to produce abnormally thick, sticky mucus that leads to
chronic, life-threatening lung infections and impairs digestion. When the Cystic Fibrosis
Foundation was established in 1955, few children lived to even attend elementary school. Today
because of research and care supported by the CF Foundation with money raised through donations
from families, corporations and foundations the median predicted age for people with CF is nearly
37 years. The Cystic Fibrosis 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 Phase IIa in mid-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 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 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
Certain statements in this news release concerning Predixs business are considered
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995. These statements include, but are not limited to, those relating to the timing and
results of future clinical development of PRX-00023, the potential efficacy of PRX-00023 and the expected
safety and tolerability of PRX-00023 as compared to other drugs treating anxiety. 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: the early
stage of product development; uncertainties as to the future success of ongoing and planned
clinical trials; and the unproven safety and efficacy of products under development. Consequently,
no forward-looking statement can be guaranteed, and actual results may vary materially. Predix
undertakes no obligation to publicly update forward-looking statements, whether because of new
information, future events or otherwise, except as required by applicable law.
CONTACT:
Sheryl Seapy, Pure Communications
(949) 608-0841
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.