LA JOLLA, Calif., Nov. 8 /PRNewswire/ -- Agouron Pharmaceuticals, Inc.,
(Nasdaq-NNM: AGPH) today announced that its Board of Directors has adopted a
Shareholder Rights Plan for the company.  The Rights Plan is designed to
enable all shareholders to realize the long term value of their investment in
Agouron and to guard against inadequate or unfair takeover attempts.
    The Rights Plan provides for the distribution of one preferred stock
purchase right ("Right") as a dividend for each share of common stock held of
record at the close of business on November 21, 1996.  The Rights, which will
initially trade with the common stock, become exercisable, at $500.00 per
Right, if a third party acquires 15% or more of Agouron's common stock or
announces a tender offer which would result in such party owning 15% or more
of Agouron's common stock.
    Under certain circumstances involving an acquisition by any person or
group holding 15% or more of Agouron's common stock, the Rights permit the
holders, excluding the person or group holding 15% or more, to purchase common
stock at a 50% discount.  In addition, in the event of certain business
combinations, the Rights permit purchase of the acquiror's common stock at a
50% discount.
    The Rights expire November 21, 2006.  Prior to a 15% acquisition of
Agouron's common stock, the Rights can be redeemed for $.001 each by action of
the Board of Directors.  The Rights distribution will not be taxable to
stockholders.
    "The adoption of the Rights Plan is not a response to any current effort
to acquire control of Agouron Pharmaceuticals, Inc.," said Peter Johnson,
president and chief executive officer of Agouron.  "The Rights Plan is not
intended to prohibit the acquisition of the company, but to establish certain
rights to insure that any unsolicited acquisition, if it were to occur, would
be on terms equitable to all stockholders."
    Agouron Pharmaceuticals, Inc. is a pioneer and leader in the development
and application of technologies that enable the atom by atom design of novel
synthetic drugs based upon the molecular structures of target proteins which
play key roles in human disease.  Agouron is currently applying these
technologies to the design and development of novel drugs for treatment of
cancer, AIDS and other serious diseases.

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