Lilly Announces Amendment to Merger Agreement with ICOS

Purchase price now set at $34 per share

Lilly confirms that this is its best and final offer

Dec 18, 2006, 00:00 ET from Eli Lilly and Company

    INDIANAPOLIS, Dec. 18 /PRNewswire-FirstCall/ -- Eli Lilly and Company
 (NYSE:   LLY) today announced that it has reached agreement with ICOS
 Corporation (Nasdaq:   ICOS) to amend the merger agreement relating to the
 proposed acquisition of ICOS by Lilly. Under the revised terms, Lilly will
 acquire all of the outstanding shares of ICOS common stock at a price of
 $34 per share, for a total purchase price of approximately $2.3 billion.
     The proposed $34 price reflects a $2 per share increase from the $32
 per share pursuant to the original merger agreement, and Lilly is affirming
 that this is its best and final offer.
     "We are confident that ICOS shareholders will recognize the substantial
 value and the certainty that Lilly is offering," said Sidney Taurel, Lilly
 chairman and chief executive officer. "We believe this transaction delivers
 significant value to ICOS shareholders, and it is our final offer."
     The boards of directors of both companies have unanimously approved the
 revised merger agreement.
     A revised proxy statement reflecting the changes in the terms of the
 proposed transaction will be mailed to ICOS shareholders. In order to give
 ICOS shareholders a full opportunity to review the revised proxy statement,
 ICOS will adjourn the special meeting of ICOS shareholders to vote on the
 merger to January 25, 2007 from the current date of December 19, 2006 and
 has set a new record date of December 26, 2006 for the shareholder meeting.
     About Lilly
     Lilly, a leading innovation-driven corporation, is developing a growing
 portfolio of first-in-class and best-in-class pharmaceutical products by
 applying the latest research from its own worldwide laboratories and from
 collaborations with eminent scientific organizations. Headquartered in
 Indianapolis, Ind., Lilly provides answers - through medicines and
 information - for some of the world's most urgent medical needs. Additional
 information about Lilly is available at . C-LLY
     Additional Information about the Acquisition and Where to Find It
     ICOS intends to file a revised definitive proxy statement and other
 documents regarding the proposed acquisition of ICOS by Lilly with the
 Securities and Exchange Commission (the "SEC"). ICOS shareholders are urged
 to read the revised definitive proxy statement when it becomes available
 and other relevant materials because they contain important information
 about ICOS and the proposed transaction. A revised definitive proxy
 statement will be sent to the stockholders of ICOS seeking their approval
 of the transaction. Investors may obtain a free copy of these materials and
 other documents filed by ICOS with the SEC at the SEC's website at, at ICOS' website at or by sending a written
 request to ICOS at 22021 20th Avenue SE, Bothell, Washington 98021,
 attention: General Counsel.
     ICOS, Lilly and their directors, executive officers and certain other
 members of their managements and employees and other representatives may be
 deemed to be participants in soliciting proxies from ICOS's shareholders in
 favor of the proposed merger. Information regarding the persons who may,
 under the rules of the SEC, be considered to be participants in the
 solicitation of ICOS' shareholders in connection with the proposed
 transaction will be set forth in ICOS' revised definitive proxy statement.
 Additional information regarding these individuals and any interest they
 have in the proposed transaction will be set forth in the revised
 definitive proxy statement when it is filed with the SEC.

SOURCE Eli Lilly and Company