Genome Therapeutics and Genesoft Pharmaceuticals Inc., a privately held pharmaceutical company, have entered into a definitive agreement to merge in an all-stock transaction. Pending successful completion of the merger, Genome Therapeutics and Genesoft will become a leading, integrated biopharmaceutical company focused on the commercialization and development of new anti-infective therapeutics.

The merged company will focus on the 2004 launch of Factive (gemifloxacin mesylate tablets), which received FDA approval for two indications this year, the Ramoplanin clinical development program and the maturation of the companies' earlier stage assets. The combined company will keep the name Genome Therapeutics, and continue to trade on the Nasdaq National Market under the ticker "GENE" until a new name for the company is selected.

Revenues from the launch of Factive, an orally administered, broad-spectrum fluoroquinolone antibiotic, will drive the merged company's near-term growth as a biopharmaceutical company. Factive currently has FDA marketing approval for the treatment of community-acquired pneumonia of mild to moderate severity (CAP)(a) and acute bacterial exacerbations of chronic bronchitis (ABECB)(b). Factive is expected to be launched during the summer of 2004. Strengthened by a robust pipeline led by Ramoplanin, which is in development for the prevention, treatment and control of serious hospital-based infections, the merged companies' product development and managerial synergies position the new company as a leader in the anti-infectives market.

"Merging with Genesoft is a transforming event for our company, as we will immediately realize our goal of becoming a biopharmaceutical company with a high-profile product and a complementary near-term product candidate in late-stage clinical trials," stated Steven M. Rauscher, chairman and CEO of Genome Therapeutics, who will serve as president and CEO of the new company. "Initially, we will be focusing our efforts on ensuring the successful launch of Factive to coincide with next year's respiratory tract infections season, thus positioning the company as a key participant in the commercialization of anti-infective therapeutics."

"The increase in bacterial resistance to numerous antibiotic classes is quickly becoming a serious concern for physicians, who are recognizing the need to use the most potent antibiotic as first-line treatment in order to stem this growing problem," said Gary Patou, MD, president of Genesoft. "Increasingly, physicians are realizing that their prescribing decisions can not only affect the individual patient receiving a drug, but also can have a larger societal impact. Factive, a unique fluoroquinolone, and Ramoplanin, a first-in-class antibiotic, could help address this challenge."