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Women First Files for Chapter 11 Bankruptcy

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Women First HealthCare via BizWire

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Apr 30, 2004, 8:13:01 AM4/30/04
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Company Enters into Agreement to Sell Vaniqa Cream Product Rights; Company Enters into DIP Financing Agreement
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SAN DIEGO--(BUSINESS WIRE)--April 30, 2004--Women First
HealthCare, Inc., a specialty pharmaceutical company, today announced
that it filed a voluntary petition for reorganization under Chapter 11
of the Bankruptcy Code. The voluntary petition was filed in the U.S.
Bankruptcy Court for the District of Delaware. The Company also
announced that it has entered into an agreement to sell its rights to
the Company's Vaniqa(R) (eflornithine hydrochloride) Cream product to
SkinMedica, Inc. for a gross purchase price equal to $25 million,
subject to specified purchase price adjustments. Completion of the
sale of the Vaniqa(R) assets is subject to Bankruptcy Court approval
and SkinMedica's obtaining a satisfactory arrangement for supply of
the Vaniqa(R) product.
The Company has reached an agreement, subject to Bankruptcy Court
approval, for $3.0 million of debtor-in-possession financing to be
provided by the holders of the Company's senior secured notes. The
Company intends to use this financing to fund its efforts to seek an
orderly sale of all of the Company's assets. The Company also has made
an assignment for the benefit of creditors with respect to the
Company's As We Change mail order catalog and Internet retail
subsidiary. The Company does not expect that there will be any value
available for distribution to the stockholders of Women First.
The Company also announced that Edward F. Calesa has resigned as
the Company's President, Chief Executive Officer and Chairman of the
Board of Directors. Dr. Nathan Kase also resigned from the Board. The
Board appointed Richard Vincent, Chief Financial Officer; Randi
Crawford, Vice President; and Saundra Pelletier, Vice President,
Pharmaceuticals, to fill vacancies on the Board, where they will serve
with continuing Board member Patricia Nasshorn.
The Company has received a notice of termination of the Supply
Agreement between the Company and Bristol-Myers Squibb relating to
supply of the Vaniqa(R) Cream product on the basis of the Company's
purported insolvency.

About Vaniqa(R) (eflornithine hydrochloride) Cream, 13.9%

Vaniqa(R) is indicated for the reduction of unwanted facial hair
in women. Vaniqa(R) has been shown to retard the rate of hair growth
in non-clinical and clinical studies. Vaniqa(R) has only been studied
on the face and adjacent involved areas under the chin of affected
individuals. Usage should be limited to these areas of involvement. In
controlled trials, Vaniqa(R) provided clinically meaningful and
statistically significant improvement in the reduction of facial hair
growth around the lips and under the chin for nearly 60% of women
using Vaniqa(R). Vaniqa(R) is not a hair remover but complements other
current methods of hair removal such as electrolysis, shaving,
depilatories, waxing, and tweezing. The patient should continue to use
hair removal techniques as needed in conjunction with Vaniqa(R).
Improvement in the condition may be noticed within four to eight weeks
of starting therapy. Continued treatment may result in further
improvement and is necessary to maintain beneficial effects. The
condition may return to pre-treatment levels within eight weeks
following discontinuation of treatment. The most frequent adverse
events related to treatment with Vaniqa(R) were skin-related adverse
events.

About Women First HealthCare, Inc.

Women First HealthCare Inc. is a San Diego-based specialty
pharmaceutical company. Further information about Women First
HealthCare can be found online at www.womenfirst.com, About Us.

This press release contains certain "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of
1995. These statements are often, but not always, made through the use
of words or phrases such as "believe," "will," "expect," "anticipate,"
"estimate," "intend," "plan" and "would." Such forward-looking
statements are subject to various risks, and Women First HealthCare,
Inc. cautions you that any forward-looking information is not a
guarantee of future performance. Women First HealthCare, Inc.
disclaims any intent or obligation to update these forward-looking
statements. Actual results could differ materially due to a number of
factors, including but not limited to: (i) our ability to cause a
Chapter 11 plan of reorganization to be filed with the Bankruptcy
Court and timely and fully confirmed by the Bankruptcy Court, and our
ability to successfully implement the plan; (ii) our ability to
complete a sale of the Vaniqa(R) Cream product rights; (iii) our
ability to continue as a going concern until we successfully liquidate
all assets; (iv) our ability to maintain compliance with covenants
under our debtor-in-possession financing; (v) our ability to obtain
Bankruptcy Court approval with respect to motions prosecuted by us in
our Chapter 11 cases from time to time; (vi) risks associated with
third parties seeking and obtaining Bankruptcy Court approval for the
appointment of a Chapter 11 trustee or to convert the Chapter 11 case
to a Chapter 7 case; (vii) our ability to maintain contracts that are
critical to our operations; and (viii) additional factors set forth in
the Company's Securities and Exchange Commission filings, including
its Annual Report on Form 10-K for the year ended December 31, 2003.
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