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Transcept Pharmaceuticals, Inc. Adopts Tax Benefit Preservation Plan

Stocks in this article: TSPT

The rights will expire on September 12, 2014, unless Transcept stockholders approve the plan prior to that date, in which case the rights will expire on September 12, 2016.  The rights may also expire on an earlier date upon the occurrence of certain events, including a determination by the Board that the tax plan is no longer needed to preserve the tax benefits because of legislative changes or if the Board determines that the tax benefits have been fully used or are no longer available under Section 382 or that an ownership change would not materially impair or limit the tax benefits. The plan was not adopted as an anti-takeover measure and once the deferred tax assets have been fully used, the Board of Directors intends to terminate the plan. The rights may also be redeemed, exchanged or terminated prior to their expiration. 

The distribution of the rights is not taxable to stockholders. The rights will initially trade together with Transcept common stock and the Transcept Board may terminate the plan or redeem the rights prior to the time the rights are triggered. Further details about the plan will be contained in a Form 8-K to be filed with the Securities and Exchange Commission by Transcept.

Leerink Swann LLC is acting as financial advisor to Transcept with respect to the adoption of the tax benefit preservation plan.

About Transcept, Inc. Transcept Pharmaceuticals, Inc. is a specialty pharmaceutical company focused on the development and commercialization of proprietary products that address important therapeutic needs in the field of neuroscience.  Intermezzo® (zolpidem tartrate) sublingual tablet C-IV is the first FDA approved Transcept product.  Purdue holds commercialization and development rights for Intermezzo in the United States.  For further information about Transcept, please visit www.transcept.com.  For information about Intermezzo, please visit www.MyIntermezzo.com.

Forward Looking Statements This press release contains forward-looking statements that involve substantial risks and uncertainties.  All statements, other than statements of historical facts, included in this press release regarding our strategy, future operations, future financial position, future revenues, projected expenses, prospects, plans and objectives of management are forward-looking statements.  Examples of such statements include, but are not limited to, statements relating to the following:  the potential value of Transcept's net operating loss carryforwards and the ability of the net operating loss carryforwards to be utilized; our expectations regarding Intermezzo's commercial potential; and Purdue's plans to commercialize Intermezzo, including our discussions with Purdue regarding strategies to maximize the performance and value of Intermezzo;. Transcept may not actually achieve the plans, carry out the intentions or meet the expectations or projections disclosed in our forward-looking statements and you should not place undue reliance on these forward-looking statements. Actual results or events could differ materially from the plans, intentions, expectations and projections disclosed in the forward-looking statements.  Various important factors could cause actual results or events to differ materially from the forward-looking statements that Transcept makes, including the following: achieving acceptance of Intermezzo by physicians, patients and third party payors; our dependence on our collaboration with Purdue; supplying sufficient quantities of Intermezzo from third party manufacturers and suppliers to meet anticipated market demand; the impact of competitive products and the market for Intermezzo generally; obtaining, maintaining and protecting regulatory exclusivity and intellectual property protection for Intermezzo; and the ability of Transcept to obtain additional funding, if needed, to support its business activities.   These and other risks are described in greater detail in the "Risk Factors" section of Transcept periodic reports filed with the SEC.  Forward-looking statements do not reflect the potential impact of any future in-licensing, collaborations, acquisitions, mergers, dispositions, joint ventures, or investments Transcept may enter into or make.  Transcept does not assume any obligation to update any forward-looking statements, except as required by law.

Contacts:

Transcept Pharmaceuticals, Inc. Leone Patterson Vice President, Chief Financial Officer (510) 215-3500 lpatterson@transcept.com

SOURCE Transcept Pharmaceuticals, Inc.

Copyright 2011 PR Newswire. All rights reserved. This material may not be published, broadcast, rewritten or redistributed.
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