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Genaera Corporation Board of Directors Dissolves Corporation and Forms Liquidating Trust
Date:6/12/2009

r to sell or in any other manner dispose of any Units.

The Trust will be organized for the sole purpose of winding up the Company's affairs and the liquidation of its assets. It is expected that from time to time the Trust will make distributions of its assets to beneficiaries, but only to the extent that such assets will not be needed to provide for the liabilities (including contingent liabilities) assumed by the Trust. No assurances can be given as to the amount or timing of any distributions by the Trust.

The Trust is intended to qualify as a "liquidating trust" and as a "grantor trust" for federal income tax purposes. As such, the Trust will be a complete pass-through entity for federal income tax purposes and, accordingly, will not itself be subject to federal income tax. For federal income tax purposes, stockholders of the Company on the record date will be deemed to receive from the Company and transfer to the Trust a pro rata share of the assets actually transferred by the Company to the Trust. Accordingly, each stockholder will recognize gain or loss in an amount equal to the difference between (x) the fair market value of such stockholder's pro rata share of the assets of the Company that were transferred to the Trust, subject to such stockholder's pro rata share of the liabilities of the Company that were assumed by the Trust and (y) such stockholder's adjusted tax basis in the shares of the Company's common stock held by such stockholder on the record date. The beneficiaries will be required to take into account, in accordance with their method of accounting, a pro rata share of the Trust's items of income, deduction, gain, loss or credit, regardless of the amount or timing of distributions to beneficiaries. Stockholders of the Company are urged to consult with their own tax advisers as to the tax consequences to them of the establishment and operation of, and distributions, if any, by, the Trust

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