RiboGene to Merge with Cypros Pharmaceutical

Cypros Pharmaceutical Corp. (Carlsbad, CA) and RiboGene Inc. (Hayward, CA) have signed a definitive merger agreement to form a fully integrated pharmaceutical marketing and late-stage product development company. The new entity will have multiple Phase III product candidates, and will market four products in the U.S. and a fifth product currently sold in Italy. The merger was approved by the boards of directors of both companies.

RiboGene will be merged with a subsidiary of Cypros and become a wholly owned subsidiary of Cypros. As a result of their merger, each outstanding share of RiboGene common stock will be converted into the right to receive approximately 1.494 shares of Cypros common stock, based on the fully diluted capitalization of both companies as of the signing of the agreement. The transaction is structured to be a tax-free reorganization and will be accounted for as a purchase. The merger is subject to shareholder approval and customary closing conditions and is expected to close in late 1999.

Charles J. Casamento, chairman, president, and CEO of RiboGene, will become chairman, president, and CEO of the new entity. Paul J. Marangos, chairman, president, and CEO of Cypros, will continue to serve as a board member and consultant to the company. All members of the boards of directors of Cypros and RiboGene will continue as directors of the combined entity.

Products to be marketed by the combined entity immediately following the merger include Ethamolin, indicated for the treatment of esophageal ulcers; Glofil-125 and Inulin for diagnosis and monitoring of patients with kidney disease; and Neoflo for wound care.

Cypros Pharmaceutical Corp. develops cytoprotective drugs to treat ischemic disorders and markets acute care hospital based products.

RiboGene identifies and develops potential drug candidates for the treatment of infectious diseases caused by bacterial, fungal, and viral infections

For more information: Charles J. Casamento, President and CEO, RiboGene Inc., 26118 Research Rd., Hayward, CA 94545. Tel: 510-732-5551. Fax: 510-732-7741.