Under the agreement, which was approved unanimously by both companies' Boards of Directors, the transaction is an equal merger on a share for share basis between Adherex and Oxiquant. The newly merged entity will operate in Ottawa under the name Adherex Technologies Inc. and will have an exclusive focus on the development of anti-cancer compounds. In addition to their interest in the new Adherex, current Adherex shareholders will also receive a special dividend of an equal number of shares in a new spin-off company, Cadherin Biomedical Research Inc. The spin-off will hold all of Adherex's non-cancer assets, including the company's transdermal delivery technology. The agreement is subject to regulatory and shareholder approval and will be included on the agenda for the company's Annual and Special Meeting, scheduled for November 5th, 2002.

"We have been able to take advantage of an exciting opportunity to create a focused company with stronger fundamentals and the necessary critical mass to ensure our ongoing success. In today's market, size is an essential success factor and, with these new gains in our technology, we believe we will be able to capitalize on even more opportunities in the future" said John Brooks, CEO of Adherex. "We have a vision of building a significant cancer company, and we've now found the setting to make it happen, and the management team to drive it forward." added Dr. Fred Mermelstein, President of Oxiquant, founder of several biotech companies and proposed incoming board member. "We view the Adherex cancer technology as a key component of the new company, with many synergies to the technologies we at Oxiquant are developing."

Dr. Mark C. Rogers, former professor at Johns Hopkins University and CEO of the Duke University Medical Center, is to become Chairman of the Board of the newly merged company. John Brooks, Chief Executive Officer of Adherex and Robin Norris, MD, President and Chief Operating Officer of Adherex will continue in their positions in the new entity. Robert Browne, Chief Financial Officer of Adherex, will be leaving the company on December 1 to pursue other opportunities. Adherex has been pleased with the work of Mr. Browne and thanks him for his efforts, particularly through its IPO.

"Adherex becomes a company with a clear focus on anti-cancer compounds and immediately has a pipeline consisting of four clinical stage drug candidates." said Dr. Robin Norris. The four compounds include Exherin(TM), Adherex's drug candidate that targets N-cadherin to destroy cancer blood vessels, and three products from Oxiquant: Sodium Thiosulfate (STS), a chemoprotectant targeted to prevent the disabling loss of hearing associated with certain drugs including the widely used platinum-based anticancer agents; Mesna, a compound that has been shown to display chemotherapeutic activity in the low oxygen environments of tumors, and thus is potentially therapeutically synergistic with EXHERIN(TM) and; N-Acetylcysteine (NAC), a chemoprotectant being studied for treatment in the prevention of bone marrow suppression and gastric mucosal damage resultant from chemotherapy regimens.

"We are very excited about the new opportunities presented by this merger," Norris added. "The most advanced compound we will have is Oxiquant's STS, which is in Phase II clinical trials. It targets a market with a very large unmet medical need and where children are the largest group of patients.

They can suffer hearing loss, a currently untreatable and unpreventable side effect from treating their cancers with potent platinum anti-cancer agents. Many of these children go on to experience learning difficulties as a result of their hearing loss. Because there is no treatment currently available, we view STS as a drug with the potential to get to the market by 2005/2006."

Dr. Ed Neuwelt and his group of researchers at Oregon Health Sciences University have shown that STS, administered in conjunction with platinum-based drugs, significantly reduces hearing loss. To date, several studies have been completed using STS with positive results reported in pre-clinical, Phase I and Phase II clinical studies.

Adherex is pleased to continue its research collaboration with AstraZeneca (NYSE:AZN) with respect to its technology targeting N-cadherin to destroy cancer blood vessels. With the additional strengths in cancer brought to Adherex through this merger with Oxiquant, Adherex feels that maximum shareholder value is best achieved through further development work before a comprehensive license agreement is negotiated. Adherex has been happy with the strong collaborative interaction with AstraZeneca and looks forward to discussing a license opportunity with AstraZeneca at the appropriate time. Independent of the scientific collaboration with AstraZeneca, Adherex plans to commence a phase I trial with EXHERIN(TM) later this year.

"We expect the new company will have access to broader financial markets, a stronger corporate image to raise capital, and increased business development opportunities. In addition, the spin-off company allows for greater focus and realization of other applications of our platform technology. This transaction presents Adherex shareholders with the unique opportunity to participate in two focused growth vehicles," Brooks added.

In order to facilitate access to broader capital markets, the company will also be asking its shareholders to approve a four for one share consolidation of its capital stock If approved, Adherex would have approximately 21 million shares outstanding following the successful completion of the Oxiquant transaction.

An independent committee of the Adherex Board of Directors retained Dundee Securities to prepare a fairness opinion on the transaction. Dundee Securities has determined and reported that the transaction is fair to the Adherex shareholders from a financial perspective. Their report was presented to the full Board on September 27.

Adherex will host a conference call and simultaneous audio webcast at 10:30 am ET today (October 2) to discuss these developments. Investors, analysts, brokers and media wishing to participate in this call can do so by calling 877-407-8035 five minutes prior to the start time or by visiting the Adherex website at www.adherex.com. For those who are unable to listen to the call live, a telephone post view service will be in place from approximately one hour after the conference ends until midnight ET October 3, 2002. The post view can be accessed at 877-660-6853, (Account 1628, Conference 44943). The conference call will also be accessible through the Adherex website until January 28, 2003.

About Adherex Technologies

Adherex Technologies is an Ottawa-based biotechnology company that develops therapeutic drugs based upon its proprietary cell adhesion platform technology. The lead compound, EXHERIN(TM), works to destroy the blood vessels that feed a cancerous tumor, essentially destroying the tumor's food supply. Adherex's unique cell adhesion platform has the potential for diverse applications, including drug delivery through the skin. For more information, please visit Adherex's web site at www.adherex.com.

About Oxiquant

Oxiquant is a private, oncology focused bio-pharmaceutical company developing products for use in cancer chemotherapy. Oxiquant was incorporated under the laws of the State of Delaware on February 13, 2001 under the name Oxiquant, Inc. Oxiquant's head office is located at 787 Seventh Avenue, New York, New York 10019 and its registered office is located at 615 South DuPont Highway, Kent County, Dover, Delaware 19901.

About AstraZeneca

AstraZeneca is a major international healthcare business engaged in the research, development, manufacture and marketing of ethical (prescription) pharmaceuticals and the supply of healthcare services. It is one of the top five pharmaceutical companies in the world with healthcare sales of $16.5 billion and leading positions in sales of gastrointestinal, oncology, anaesthesia including pain management, cardiovascular, central nervous system (CNS) and respiratory products. www.astrazeneca.com

This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Certain information contained in this news release is forward-looking and is subject to unknown risks and uncertainties. The actual results, performance or achievements of the company may differ materially from the results, performance or achievements of the company expressed or implied by such forward looking statements.