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NeurogesX, Inc. Announces $25 Million Private Placement

SAN MATEO, Calif., Dec. 26 /PRNewswire-FirstCall/ -- NeurogesX, Inc. (Nasdaq: NGSX), a biopharmaceutical company focused on developing novel pain management therapies, today announced that on December 23, 2007 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, will receive approximately $25 million in gross proceeds from the sale of 4,020,910 shares of its common stock at a purchase price of $6.18 per share, the last closing price prior to signing of NGSX common stock on the NASDAQ Global Market, and the issuance of five-year warrants to purchase 1,206,273 additional shares of NGSX common stock at an exercise price of $8.034 per share. The warrants were purchased at a price per underlying share of $0.125.

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

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

About NeurogesX, Inc.

NeurogesX (Nasdaq: NGSX) is a biopharmaceutical company focused on developing novel pain management therapies. Its initial focus is on chronic peripheral neuropathic pain, including postherpetic neuralgia (PHN), painful HIV-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 peripheral neuropathic pain conditions, that the company believes offers significant advantages over other pain therapies. Three Phase 3 clinical trials with NGX- 4010 have been completed and have met their primary endpoints, two in PHN and one in painful HIV-DSP.

Safe Harbor Statement

This press release contains forward-looking statements for purposes of the Private Securities Litigation Reform Act of 1995 (the "Act"). NeurogesX disclaims any intent or obligation to update these forward-looking statements, and claims the protection of the Safe Harbor for forward-looking statements contained in the Act. Examples of such statements include, but are not limited to, the expected closing of the private placement and the expected benefits of NeurogesX' potential products, including its lead product candidate NGX-4010. Such statements are based on management's current expectations, but actual results may differ materially due to various risks and uncertainties, including, but not limited to, the ability to meet certain closing conditions of the private placement; past results of clinical trials may not be indicative of future clinical trials results; NeurogesX' product candidate may have unexpected adverse side effects or inadequate therapeutic efficacy; positive results in clinical trials may not be sufficient to obtain FDA or European regulatory approval; physician or patient reluctance to use NGX-4010, if approved, or the inability of physicians to obtain sufficient reimbursement for such procedures; potential alternative therapies; maintaining adequate patent or trade secret protection without violating the intellectual property rights of others; and other difficulties or delays in clinical development, obtaining regulatory approval, market acceptance and commercialization of NGX- 4010 and the advantages of NGX-4010 over other pain therapies. For further information regarding these and other risks related to NeurogesX' business, investors should consult NeurogesX' filings with the Securities and Exchange Commission.

NeurogesX The Ruth Group

Stephen Ghiglieri Investors / Media

(650) 358-3310 Stephanie Carrington / Jason Rando (646) 536-7017 / 7025

SOURCE NeurogesX, Inc.
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