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NeurogesX, Inc. Announces $25 Million Private Placement

Thursday, December 27, 2007 General News J E 4
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SAN MATEO, Calif., Dec. 26 NeurogesX, Inc.(Nasdaq: NGSX), a biopharmaceutical company focused on developing novel painmanagement therapies, today announced that on December 23, 2007 it enteredinto a securities purchase agreement in connection with a private placement toa group of institutional accredited investors and, subject to standard closingconditions, will receive approximately $25 million in gross proceeds from thesale of 4,020,910 shares of its common stock at a purchase price of $6.18 pershare, the last closing price prior to signing of NGSX common stock on theNASDAQ Global Market, and the issuance of five-year warrants to purchase1,206,273 additional shares of NGSX common stock at an exercise price of$8.034 per share. The warrants were purchased at a price per underlying shareof $0.125.

Pacific Growth Equities, LLC served as the exclusive placement agent forthe transaction.

The securities sold in the private placement have not been registeredunder the Securities Act of 1933, as amended, or state securities laws and maynot be offered or sold in the United States absent registration with theSecurities and Exchange Commission or an applicable exemption from theregistration requirements. NeurogesX has agreed to file a registrationstatement with the Commission covering the resale of the shares of commonstock, including shares of common stock issuable upon exercise of the warrants,sold in the private placement.

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

About NeurogesX, Inc.

NeurogesX (Nasdaq: NGSX) is a biopharmaceutical company focused ondeveloping novel pain management therapies. Its initial focus is on chronicperipheral neuropathic pain, including postherpetic neuralgia (PHN), painfulHIV-distal sensory polyneuropathy (HIV-DSP) and painful diabetic neuropathy.NeurogesX' late stage product portfolio is led by its product candidate NGX-4010, a dermal patch designed to manage pain associated with peripheralneuropathic pain conditions, that the company believes offers significantadvantages over other pain therapies. Three Phase 3 clinical trials with NGX-4010 have been completed and have met their primary endpoints, two in PHN andone in painful HIV-DSP.

Safe Harbor Statement

This press release contains forward-looking statements for purposes of thePrivate Securities Litigation Reform Act of 1995 (the "Act"). NeurogesXdisclaims any intent or obligation to update these forward-looking statements,and claims the protection of the Safe Harbor for forward-looking statementscontained in the Act. Examples of such statements include, but are not limitedto, the expected closing of the private placement and the expected benefits ofNeurogesX' potential products, including its lead product candidate NGX-4010.Such statements are based on management's current expectations, but actualresults may differ materially due to various risks and uncertainties,including, but not limited to, the ability to meet certain closing conditionsof the private placement; past results of clinical trials may not beindicative of future clinical trials results; NeurogesX' product candidate mayhave unexpected adverse side effects or inadequate therapeutic efficacy;positive results in clinical trials may not be sufficient to obtain FDA orEuropean regulatory approval; physician or patient reluctance to use NGX-4010,if approved, or the inability of physicians to obtain sufficient reimbursementfor such procedures; potential alternative therapies; maintaining adequatepatent or trade secret protection without violating the intellectual propertyrights of others; and
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