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Vanda Pharmaceuticals Responds to Announcement and Filing by a Group Led by Tang Capital Partners, LP
Date:2/23/2009

lead compound, iloperidone. Instead of working with us to maximize stockholder value, Tang Capital has chosen to create unnecessary costs and distractions for the Company at this important time," said Brian K. Halak, Ph.D., a member of the Company's Board of Directors and Chairman of its Nominating/Corporate Governance Committee. Vanda believes the best interests of its stockholders will be better served by re-electing Drs. Polymeropoulos and Karabelas, and by continuing to move forward with its current business plan. Vanda therefore intends to oppose TCP's nominees and to work actively to re-elect Drs. Polymeropoulos and Karabelas.

Vanda carefully reviewed TCP's proposals to amend its bylaws and determined that such amendments would not be beneficial to the Company and its stockholders. Vanda believes that the proposed amendments requiring unanimous Board consent to approve certain transactions would, in the Company's opinion, severely restrict the ability of the Company and its Board of Directors to conduct business. In addition, Vanda believes that the proposed amendment requiring the Company to hold its Annual Meeting on April 30 of each year would create unnecessary timing constraints and would not allow the Company enough time to prepare and file its annual proxy statement in a careful, thoughtful and thorough manner. Consequently, Vanda intends to oppose TCP's proposal to amend the Company's bylaws.

In addition, the Company does not believe that it is currently in the best interests of Vanda or its stockholders for the Company to "cease ongoing operations" and liquidate the Company, as has been suggested by TCP. Vanda's Board of Directors and management regularly review all of the strategic options for managing the company to create the greatest value for its stockholders. Vanda's Board of Directors and management team have been and remain intensely focused on acting in the best interest of the Company and creating va
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SOURCE Vanda Pharmaceuticals Inc.
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