12/07/2005 Press Release

BioAlliance Pharma Announces the Final Pricing of its IPO on Euronext’s Eurolist

(Visa no 05-803 issued by France’s AMF (Autorité des Marchés Financiers) on 22 November 2005

• The global placement with institutional investors (in France and internationally) and the open-price retail offering in France generated a strong demand since the book opening on Wednesday 23 November 2005.
  
  
• The order book for the global placement closed on Wednesday, 7 December at 12:00 hours (Paris time).
  
  
• BioAlliance Pharma’s board decided to set the offer price at EUR 13.30 per share.
  
  
• The offer calendar remains unchanged with the first listing on Euronext’s Eurolist in Paris on 7 December 2005 and the settlement and delivery of shares on 12 December 2005.
  

Paris, 7 December 2005—BioAlliance Pharma (the “Company”), a biopharmaceutical company focused on the development and commercialisation of innovative therapeutics in the field of drug resistance, announced today its successful initial public offering and global placement on the Euronext Paris Eurolist market.

Main Characteristics of the transaction
Company name: BioAlliance Pharma
FTSE sector: 482-Biotechnology and ICB 4573-Biotechnology
Nationality: French

Shares for which admission has been requested:
Company shares for which admission for trading on Euronext’s Eurolist has been requested are:
The 5,463,124 existing shares with a nominal value of EUR 0.25 making up the capital of BioAlliance Pharma.

2,255,640 new shares issued as part of a capital increase open to the public (“New Shares”), and
547,287 new shares issued as part of a capital increase reserved for holders of shares resulting from the 2005 Redeemable Bonds issued by the Company on 18 May 2005.

Description of the transaction

The distribution of shares to the public takes place as part of an offering (the “Placement”) comprising:

• An offer to the public in France in the form of an open price offer as defined by Euronext Paris rules, intended primarily for individuals (“Public Offering”).
  
• A global placement intended primarily for institutional investors (“Global Placement”), comprising:
  
  • A public placement in France
  • An international private placement in some countries, excluding in particular the United States of America.
    

Shares included in the Placement

Number of shares offered in the Placement
2,255,640 new shares (“New Shares”)

Over-allotment option
In view of the fifth resolution of the combined general meeting of the shareholders of BioAlliance Pharma on 18 November 2005, the board of the Company issued on 7 December 2005, 338,346 stock subscription warrants reserved for ING acting in the name of and for the account of the underwriters (“Over-allotment BSAs”) in the framework of an over-allotment option. These Over-allotment BSAs were issued at a unit price of EUR 0.000001 each conferring the right to subscribe to one share at the Placement price. The exercise of these Over-allotment BSAs, which may be done at any time until 6 January 2006, will allow the underwriters to acquire at the Placement price, up to 15 per cent of the initial number of additional shares issued, with the sole purpose of covering possible over-allotments, that is to say, a maximum of 338,346 new additional shares.

Placement Price
EUR 13.30 per share

Dividend effective date
The New Shares will bear dividends as of the day of issue and will give full rights to any distribution to shareholders decided as of that date.

Underwriting
The Placement is being underwritten by Bryan Garnier & Co. Limited “Bryan Garnier” and ING Securities Bank (France) “ING”, joint lead managers and bookrunners (the “Underwriters”). This covers all the shares offered in the Placement. This underwriting contract may be terminated by the Underwriters up to and including the settlement date of the Placement under certain circumstances. As a result, this underwriting agreement does not represent a guarantee of completion (“garantie de bonne fin” within the meaning of article L. 225-145 of the French Commercial Code.

Gross proceeds of the New Share issues
EUR 30 million

Reserved Capital Increase and issue of Shares Resulting from the 2005 Redeemable Bonds not included in the Placement

Number of Shares resulting from the ORA
547,287 new shares reserved for the holders of bonds redeemable in shares issued by the Company on 18 May 2005 (“Shares resulting from the ORA 2005”)

Listing

Dates of first listing and the start of trading

The first listing of the Existing Shares, of the New Shares and of the Shares resulting from the ORA 2005 (as share promises (promesses d'actions) as defined in article L. 228-10 of the French Commercial Code), on the Eurolist market of Euronext Paris will take place on 7 December 2005. From 8 December 2005 and until the settlement date of the Placement expected to be 12 December 2005, trading will take place under the conditions of article L. 228-10 of the French Code of Commerce on a single listing line called “BioAlliance Pharma promises”, and will be subject to condition precedent of delivery of the depositary certificate with respect to the New Shares and the Company’s statutory auditors’ certificate with respect to the Shares Resulting from 2005 ORA.

ISIN Code
FR0010095 5 96

Financial advisors
Bryan Garnier & Co and ING Securities Bank (France) are acting as co-lead managers and joint book builders

Operation calendar

7 December 2005
Listing of the Company’s shares on Eurolist market of Euronext Paris, including the shares to be issued as part of the Placement and the Reserved Capital Increase

8 December 2005
Trading opens on Eurolist market of Euronext Paris

12 December 2005
Settlement and delivery of the shares offered in the Placement and the Reserved Capital Increase

6 January 2006
Deadline for exercising the Over-allotment option

Commenting on the pricing of the offer, Dominique Costantini, MD, president and CEO of BioAlliance Pharma, said:

“We are pleased that the interest shown by institutional investors since we launched the offering has been strong and comes from a wide and high-quality group of both generalist and life science investors. The funds raised will enable BioAlliance Pharma to transition into becoming an integrated specialty pharmaceutical company with marketing and sales capabilities, enabling us to launch our lead product, Loramyc®, in Europe and to commercialise other products through further development and partnering agreements.”

Recent developments

The French tax authorities have completed their audit concerning BioAlliance Pharma’s research tax credits for the financial years 1998, 1999, 2000 and 2001 as described in section 3.4.11 of the Company’s Registration Document registered with the Autorité des marches financiers on 15 November 2005 under number I.05-132 with, as expected, no significant financial impact for the Company (a reduction of research tax credits of less than 10,000 euros). The Company has also been informed that ING Belgique will retain 1,071,476 shares after their first listing, as a result of a 5,788 share reduction in transfer commitments described in section 6.3.7 of the Registration Document.

About BioAlliance Pharma

BioAlliance Pharma is a privately-held biopharmaceutical company specialised in the development of innovative therapeutics targeting drug resistance in cancer, HIV, and severe and opportunistic infections. The Company is developing three broad product ranges based on the Lauriad® adhesive technology which allows an early and prolonged release of therapeutic agents at the site of the disease, the Transdrug® nanoparticle technology designed specifically for intracellular targeting, and a New Chemical Entities programme focused on development of new drugs in oncology and HIV.

The Company’s most advanced product, the Loramyc® (miconazole Lauriad®) 50 mg Bioadhesive Buccal Tablet, has just completed Phase III clinical trials in Europe for treatment of oropharyngeal candidiasis (OPC) in cancer and HIV patients. In September 2005, this product was the subject of a request for Marketing Authorisation for Europe and a pivotal Phase III trial is expected to initiate in the US in 2006 for the same indication. A second product, acyclovir Lauriad®, for the treatment of oral herpes, has recently completed a Phase I clinical trial in Europe. A Phase I/II trial in primary liver cancer (hepatocellular carcinoma or HCC) utilizing the Company’s doxorubicin Transdrug® nanoparticle delivery technology is ongoing in Europe, and has been granted orphan drug status by the EMEA and the FDA.

Copies of the prospectus which comprises the document de base filed under the number I.05-132 on 15 November 2005 and which received the approval of the AMF (visa number 05-803) on 22 November, may be obtained from the AMF website http://www.amf-france.org or from this website or by post from the Company (59, boulevard du Général Martial Valin, 75015 Paris). Attention is drawn to the risks described in the “Facteurs de Risque” section of the prospectus approved by the AMF (visa number 05-803) (section 3 of the Company’s document de base filed with the AMF under the number I.05-132 on 15 November 2005 and section 2 of the Note d’opération dated 22 November 2005).

This press release may not be transmitted and cannot constitute an offer of subscription or sale of shares in the countries where such an offer would violate applicable laws and regulations, including Australia, Canada, Japan and the United States of America. In particular, the shares of BioAlliance Pharma have not and will not be registered in the United States of America within the meaning of the Securities Act of 1933 as amended and will not be the subject of a public offering in the United States of America. Consequently, this press release may not be used for any offer or sale of shares in the United States of America unless such offer or sale is exempt from all applicable registration obligations. No communication relating to this public offering may be addressed to the United States of America or target the citizens of or persons residing or present in the United States of America.

This international offering circular is for distribution in the United Kingdom only to (i) persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial services and markets Act 2000 (financial promotion) order 2005 (as amended) (the “Order”) or (ii) high net worth entities falling within article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). This international offering circular is directed only at Relevant Persons and may not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

Media and analysts contacts:

Gilles Avenard MD
Chief Financial Officer
BioAlliance Pharma SA
Tel : +33 1 45 58 76 02
gilles.avenard@bioalliancepharma.com

Andrew Lloyd & Associates
Andrew Lloyd, Gilles Pettitot
Tel : +33 1 56 54 07 00
allo@alla.com , gilles@alla.com