Ad hoc: GPC Biotech AG: GPC Biotech AG enters into Business Combination Agreement with Agennix Incorporated and dievini Hopp BioTech holding GmbH & Co. KG/ Dr. Bernd Seizinger to leave Management Boar

GPC Biotech AG / Merger / Ad hoc: GPC Biotech AG enters into Business
Combination Agreement with
Agennix Incorporated and dievini Hopp BioTech holding GmbH & Co. KG/
Dr. Bernd Seizinger to leave Management Board

Ad hoc announcement according to §15 WpHG processed and transmitted
by Hugin. The issuer is solely responsible for the content of this
announcement.

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1. GPC Biotech AG (Frankfurt Stock Exchange: GPC, NASDAQ:
GPCB) and Agennix Incorporated today announced that the two companies
have signed a Business Combination Agreement under which they propose
to merge their businesses. dievini Hopp BioTech holding GmbH & Co.
KG, an investment company of Dietmar Hopp, co-founder of SAP, and one
of the largest shareholders of GPC Biotech is also a party to the
agreement. In the transaction, GPC Biotech is to merge onto a new
German company, which will hold all of the shares of Agennix and a
¤15 million cash contribution by dievini Hopp BioTech holding. The
merger combines GPC Biotech's and Agennix's oncology pipelines,
including Agennix's Phase 3 novel oncology therapy, talactoferrin,
with the clinical development and financial resources of GPC Biotech
and dievini Hopp BioTech holding. The agreement assumes a merger
ratio resulting in an economic ownership in the new company as
follows: Agennix shareholders (approximately 48.0%), GPC Biotech
shareholders (approximately 39.3%), and approximately 12.7% being
attributed to the cash contribution by dievini Hopp BioTech holding
GmbH & Co. KG in the amount of ¤15 million, which translates into a
value of ¤ 1.26 per share of GPC Biotech. This ratio is subject to
review by an independent, court-appointed merger auditor.

The proposed merger requires the approval of the shareholders'
meetings of both GPC Biotech and the new company. GPC Biotech plans
to submit the merger to its shareholders for voting at a
shareholders' meeting in the first half of 2009. Upon registration of
the merger, the new company will be a publicly listed German stock
corporation (AG).

In connection with the business combination agreement, GPC Biotech
has made a $20 million (approximately ¤15 million) loan to Agennix in
the form of a senior secured convertible promissory note, bearing an
interest rate of 12% per annum, to support the funding of clinical
development of talactoferrin.

2. Further, GPC Biotech and Dr. Bernd Seizinger agreed that
Dr. Seizinger will step down as a member of the management board of
GPC Biotech (Chief Executive Officer) after the shareholder meeting
that votes on the merger, but no later than June 30, 2009. It is
intended that Dr. Seizinger will join the new company as a member of
its Supervisory Board.

A search will be conducted for a new Chief Executive Officer for the
combined entity. Friedrich von Bohlen, Ph.D., managing director of
dievini Hopp BioTech holding, will serve as Interim CEO until a new
CEO is appointed.

Martinsried/Munich, 18 February 2009

GPC Biotech AG
The Management Board

End of Ad Hoc Announcement

Conference call scheduled
A conference call will be held on February 18, 2009 at 9:00 AM
Eastern time/15:00 CET to which participants may listen via live
webcast, accessible through the GPC Biotech Web site at
www.gpc-biotech.com or via telephone. Slides accompanying the call
will be available on the GPC Biotech Website. A replay will be
available on the Web site following the live event. The dial-in
numbers for the call are as follows:

Participants from Europe: 0049(0) 89 9982 99911
0044(0) 20 7806
1956
Participants from the U.S.: 1-718 354 1389

Please dial in 10 minutes before the beginning of the call.

About GPC Biotech
GPC Biotech AG is a publicly traded biopharmaceutical company focused
on developing anti-cancer drugs. The Company currently has two
programs in clinical development: satraplatin, an oral platinum
compound and RGB-286638, a multi-targeted protein kinase inhibitor.
GPC Biotech AG is headquartered in Martinsried/Munich (Germany) and
has a wholly owned U.S. subsidiary in Princeton, New Jersey. For
additional information, please visit GPC Biotech's Web site at
www.gpc-biotech.com.

About Agennix
Agennix, Inc. is a private biotechnology company developing a
first-in-class molecule with activity in several types of cancer and
in other indications with unmet medical needs. This molecule,
talactoferrin, is a targeted dendritic cell recruiter and activator
with a novel mechanism of action. Agennix has recently initiated
Phase 3 development with oral talactoferrin in patients with
non-small cell lung cancer. Other clinical trials with talactoferrin
are underway or planned. Agennix retains all of the commercial and
economic rights to talactoferrin for all indications worldwide. More
information about Agennix is available on the Company's web site at
www.agennix.com.

This press release contains forward-looking statements, which express
the current beliefs and expectations of the management of GPC
Biotech. Such statements are based on current expectations and are
subject to risks and uncertainties, many of which are beyond our
control, that could cause future results, performance or achievements
to differ significantly from the results, performance or achievements
expressed or implied by such forward-looking statements. Actual
results could differ materially depending on a number of factors, and
we caution investors not to place undue reliance on the
forward-looking statements contained in this press release. There can
be no guarantee that the merger with Agennix will be completed. We
direct you to GPC Biotech's Annual Report on Form 20-F for the fiscal
year ended December 31, 2007 and other reports filed with the U.S.
Securities and Exchange Commission for additional details on the
important factors that may affect the future results, performance and
achievements of GPC Biotech. Forward-looking statements speak only as
of the date on which they are made and GPC Biotech undertakes no
obligation to update these forward-looking statements, even if new
information becomes available in the future.

For further information, please contact:

For GPC Biotech

GPC Biotech AG
Investor Relations & Corporate Communications
Phone: +49 (0)89 8565-2693
ir@gpc-biotech.com

In the U.S.: Laurie Doyle
Director, Investor Relations & Corporate Communications
Phone: +1 (609) 524-5884 or +1 (609) 524-1025
usinvestors@gpc-biotech.com

Additional media contacts for GPC Biotech for Europe:
MC Services AG
Phone: +49 (0) 89 210 228 0

Raimund Gabriel
raimund.gabriel@mc-services.eu

Hilda Juhasz
hilda.juhasz@mc-services.eu

Additional investor contact for GPC Biotech for Europe:
Trout International LLC
Lauren Rigg, Vice President
Phone: +44 207 936 9325
lrigg@troutgroup.com

For Agennix

Rick Barsky
Chief Executive Officer
Agennix, Inc.
+1 (713) 552-1091

Dr. Atul Varadhachary
President & COO
Agennix, Inc.
+1 (713) 552-1091

Daniel Budwick - Media
BMC Communications Group
+1 (973) 271-6085

For dievini Hopp BioTech holding

Prof. Dr. Christof Hettich
dievini Hopp BioTech holding GmbH & Co KG
RITTERSHAUS Rechtsanwälte
+49 (0) 621 4256 208

Prof. Dr. Friedrich von Bohlen
dievini Hopp BioTech holding GmbH & Co KG
+49 (0) 6202 204 89 45

--- End of Message ---

GPC Biotech AG
Fraunhoferstr. 20 Martinsried Germany

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