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Pfizer to Acquire Vicuron Pharmaceuticals to Extend
  Its Research Commitment in Anti-Infectives
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  •    June 22, 2005

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  • NEW YORK, NY, KING OF PRUSSIA, PA, June 16 -- Pfizer Inc and Vicuron Pharmaceuticals, Inc. today announced that they have entered into a definitive merger agreement whereby Pfizer will acquire Vicuron, a biopharmaceutical company focused on the development of novel anti-infectives for both hospital-based and community-acquired infections.

    Under the merger agreement, Pfizer will acquire all outstanding shares of Vicuron common stock at a price of $29.10 per share in cash, for an aggregate equity purchase price of approximately $1.9 billion. This price represents a 74 percent premium over Vicuron's 90 day average closing share price and a 21 percent premium over Vicuron's highest historical closing price of $24.10 on January 16, 2004.

    Vicuron has two products currently under New Drug Application (NDA) review at the U.S. Food and Drug Administration (FDA): anidulafungin for fungal infections and dalbavancin for Gram-positive infections. Recently, Vicuron announced positive Phase III results on anidulafungin, demonstrating superiority versus fluconazole in invasive candidiasis/candidemia. Anidulafungin's potential product profile will include broad spectrum activity against aspergillus and most candidal fungal infections. It is anticipated the product will be indicated for once-daily dosing for up to a month.

    Dalbavancin has shown positive results in Phase III studies in complicated skin and soft tissue infections and in a Phase II study in catheter-related bloodstream infections. The product has once-weekly dosing. Vicuron recently announced it has received a three-month extension to the priority review for the dalbavancin NDA. The FDA review is expected to be completed on or before September 21, 2005.

    "By acquiring Vicuron, we can help bring two very important new medicines to patients around the world" said Hank McKinnell, chairman and chief executive officer of Pfizer.

    "This transaction builds on Pfizer's extensive experience in anti-infectives and demonstrates our commitment to strengthen and broaden our pharmaceutical business through strategic product acquisitions," added McKinnell.

    Pfizer already has an existing collaboration with Vicuron that has made significant advances in the discovery of potential next-generation oxazolidinones, the first new class of antibiotics in more than 30 years. These orally-active antibiotics are targeting to have improved potency and a broader spectrum of activity than existing classes of compounds. Several Vicuron compounds are currently being evaluated at Pfizer as potential clinical development candidates.

    "We believe this transaction is in the best interests of our shareholders and will enable Vicuron's two near-term products to utilize Pfizer's capabilities in order to fully achieve their potential", said George F. Horner III, President and Chief Executive Officer of Vicuron. "We are pleased to have a world leader in anti-infective medicines, with a long history of success in the area, introduce these product candidates into the market."

    Pfizer has a rich history in anti-infective therapy and the addition of these two new products to the Pfizer portfolio underscores Pfizer's ongoing commitment to continuously deliver lifesaving products to the marketplace that can treat patients with serious infections. The addition of these products will enable Pfizer to broaden its portfolio of anti-infective products.

    Pfizer revolutionized antifungal treatments in 1992 with the launch of Diflucan followed by the launch of Vfend, another important antifungal, in 2002. Pfizer believes anidulafungin will represent yet another significant advance in the treatment of serious fungal infections. This product candidate will be highly complementary to Vfend and will offer the health care provider with a range of products to more effectively treat patients faced with fungal infection.

    Pfizer also has a long history of bringing important antibiotics to patients and health care providers. This is a critical time to meet the needs emerging from the increasing resistance to currently available agents. Pfizer currently sells Zithromax, the largest selling antibiotic in the world and Zyvox, a oxazolidinone targeted at more serious Gram-positive infections. Dalbavancin, a next generation glycopeptide, offers an important new option for patients. These serious infections represent an increasing burden in terms of morbidity, mortality, and economic costs. The use of the correct targeted antibiotic to treat the infection is becoming increasingly important in the fight against resistance.

    Completion of this transaction is subject to regulatory approval, Vicuron shareholder's approval and other customary closing conditions. The acquisition is expected to close during the third quarter of the year.

    Lazard and Cadwalader, Wickersham & Taft LLP advised Pfizer in the transaction. Morgan Stanley and O'Melveny & Myers LLP advised Vicuron. Vicuron is listed on the Nasdaq National Market and the Nuovo Mercato under the symbol "MICU".

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