Redpoint Bio Corporation (OTCPK:RPBC) entered into an exchange transaction agreement to acquire Celator Pharmaceuticals, Inc. from Domain Associates, L.L.C., BDC Diversified Venture Fund of BDC Venture Capital, GrowthWorks Access Fund Limited Partnership of Matrix Asset Management Inc., Quaker BioVentures, Thomas, McNerney & Partners, TL Ventures, Ventures West Management Inc. and others on June 14, 2012. As part of consideration, Redpoint will issue shares of its newly designated Series A Preferred Stock to Celator Pharmaceuticals. The preferred stock issued will be convertible into shares of Redpoint common stock. Post transaction, Celator will become a subsidiary of Redpoint Bio. Upon completion of the transaction, Redpoint Board of Directors will tender their resignation and appoint six individuals designated by Celator to the Board of Directors of combined company. The transaction involves a termination fee of $0.2 million to be paid by Celator and Redpoint. The transaction is subject to certain closing conditions, including the consummation of a financing concurrently with transaction. The Boards of Directors of Celator and Redpoint have approved the transaction. Andrew P. Gilbert of DLA Piper LLP acted as legal advisor for Redpoint Bio and Kathleen M. Shay of Duane Morris LLP acted as legal advisor for Celator Pharmaceuticals.