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NeurogesX, Inc. Announces $20 Million Private Placement
Date:7/22/2011

SAN MATEO, Calif., July 22, 2011 /PRNewswire/ -- NeurogesX, Inc. (Nasdaq: NGSX), a biopharmaceutical company focused on developing novel pain management therapies, today announced that on July 21, 2011 it entered into a securities purchase agreement in connection with a private placement to a group of institutional accredited investors and, subject to standard closing conditions, is expected to receive approximately $20 million in gross proceeds from the sale of 11,749,552 shares of its common stock and the issuance of five-year warrants to purchase 5,874,782 additional shares of NGSX common stock at an exercise price of $1.65 per share. The purchase price per unit of shares and warrants (with one unit being comprised of one share of common stock and a warrant to purchase 0.5 shares of common stock) is $1.72, and is based on the $1.65 per share consolidated closing bid price of NGSX common stock on the NASDAQ Global Market on July 21, 2011.

Leerink Swann LLC served as the exclusive placement agent for the transaction.  Roth Capital Partners and Ladenburg Thalmann & Co. Inc., a subsidiary of Ladenburg Thalmann Financial Services Inc. (NYSE AMEX: LTS) acted as financial advisors to the Company for the transaction.

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

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