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Record Date Set For Agritope Spin-Off

    BEAVERTON, Ore., Dec. 24 /PRNewswire/ -- Epitope, Inc. (Nasdaq: EPTO)
today announced that it has set December 26, 1997, as the record date on which
its shareholders will be eligible to receive a distribution of common stock of
Agritope, Inc.  For every five shares of common stock of Epitope, Inc. held,
as of the close of business on December 26, 1997, shareholders will receive
one share of common stock of Agritope.  Epitope shareholders will not have to
pay for any shares of Agritope stock received in the distribution or take any
other action to receive shares.  In connection with the spin-off, Agritope
will issue 1.56 million shares of capital stock to certain foreign investors
for $10.9 million ($7 per share).
    "We believe that the spin-off of Agritope is the best way for Epitope's
shareholders to realize the value in both the agricultural and medical
products businesses by creating two separate and independent public companies.
The spin-off will allow management of each company to focus on the unique
challenges of each industry, without distractions from the other business,"
said John W. Morgan, president and chief executive officer of Epitope.  "We
are pleased that outside investors and a strategic partner, who recognize the
value of Agritope, have agreed to provide the capital needed to support
Agritope's operation as a separate business."
    Agritope has filed a registration statement with the Securities and
Exchange Commission with respect to the shares to be distributed in the
spin-off.  An information statement/prospectus will be furnished to each
shareholder of record as of the close of business on December 26, 1997.
    Epitope expects to deliver the information statement/prospectus and the
Agritope shares on or about January 8, 1998.
    Epitope currently has 13,454,330 shares outstanding.  Accordingly, Epitope
expects to distribute 2,690,866 Agritope shares to its shareholders.  Upon
completion of the distribution, Agritope will cease to be a subsidiary of
Epitope and will operate as an independent public company.  Agritope shares
will trade on the SmallCap tier of the Nasdaq Stock Market under the symbol
AGTO.
    On December 31, 1997, Agritope will issue 1,343,704 shares of Agritope
common stock at a price of $7 per share to certain foreign investors for an
aggregate sales price of $9.4 million.  In early January 1998, Agritope will
also issue, for an aggregate sales price of $1.5 million ($7 per share)
214,285 shares of its preferred stock to Vilmorin & Cie., a majority owned
subsidiary of Groupe Limagrain Holdings, Chappes, France.  Vilmorin also holds
an option to purchase up to additional 785,715 shares of Agritope preferred
stock, also at a price of $7 per share.  The option expires January 15, 1998.
The preferred stock is convertible into common stock on a share-for-share
basis.  Other than the right to elect a director and preemptive rights, the
preferred stock has rights substantially equivalent to those applicable to
common stock.
    Under terms of a related research and development agreement, Vilmorin will
provide proprietary seed varieties for use by Agritope in projects to be
funded by Vilmorin, in which both Agritope and Vilmorin technology may be
applied.  Vilmorin will also have a right of first refusal to fund research
projects involving the genetic modification of specified vegetables and
flowers.
    Founded in 1743, Vilmorin specializes in the worldwide breeding,
production and distribution of vegetable and flower seeds to the home garden
and professional markets.  It is the largest company in the world serving the
home garden market and the second largest in the world serving the
professional vegetable seed market.  Vilmorin's U.S. subsidiary, Harris Moran
Seed Company of Modesto, California and Agritope have been working together
for several years to develop cantaloupe with a longer shelf life.
    Epitope is an Oregon company that develops and markets medical diagnostic
products.  Agritope is an Oregon-based agricultural biotechnology company
specializing in the development of new fruit and vegetable varieties.
Agritope is also the majority owner of Vinifera, Inc., which offers grapevine
plant propagation and disease screening and elimination programs.
    A registration statement relating to the securities to be issued to
Epitope shareholders has been declared effective by the Securities and
Exchange Commission.  These securities may not be sold nor may offers to buy
be accepted prior to the time the registration statement becomes effective.
This press release shall not constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of these securities in any
state in which such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
Shares of Agritope stock to be sold to Vilmorin and other foreign investors
have not been registered under the Securities Act of 1933, as amended, and may
not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements.

Source: EPITOPE Inc.


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