UNITED STATES DISTRICT COURT EASTERN DISTRICT OF PENNSYLVANIA MARK ZICHERMAN, Derivatively on ) Case No. 2:13-cv-00243 Behalf of HEMISPHERX ) BIOPHARMA, INC., ) ) Hon. Wendy Beetlestone Plaintiff, ) vs. ) ) WILLIAM A. CA

UNITED STATES DISTRICT

EASTERN DISTRICT OF PENNSYLVANIA

SETTLEMENT OF DERIVATIVE

ACTIONS, FINAL SETTLEMENT

HEARING, AND RIGHT TO APPEAR

PLEASE READ THIS NOTICE

CAREFULLY AND IN ITS ENTIRETY

THE UNITED STATES DISTRICT

COURT FOR THE EASTERN DISTRICT OF PENNSYLVANIA HAS AUTHORIZED THIS NOTICE TO BE SENT TO YOU

THIS IS NOT A SOLICITATION

This notice (the "Notice")1

advises you of the proposed settlement (the "Settlement") of derivative claims brought by Plaintiffs Mark Zicherman,

Richard J. Sussman, Douglas T. Lowe, and Michael Desclos ("Plaintiffs") against certain current and former directors

and officers ("Individual Defendants")2

of Hemispherx Biopharma, Inc. (the "Company" or "Hemispherx") (collectively with the Individual Defendants,

"Defendants") in the above-captioned action (the "Action"). The parties to the Action have entered into

a Stipulation, which is subject to approval by the United States District Court for the Eastern District of Pennsylvania ("the

Court") before becoming final. If the Settlement is approved by the Court, all Released Claims against all of the Released

Parties (as those terms are defined in the Stipulation) will be dismissed with prejudice.

A hearing (the "Settlement

Hearing") will be held before the Honorable Wendy Beetlestone on September 27, 2016 at 10:00 a.m. at Courtroom 3-B of the

United States District Court for the Eastern District of Pennsylvania, James A. Byrne United States Courthouse, 601 Market Street,

Philadelphia, PA 191064, to determine: (i) whether the proposed Settlement should be approved by the Court as fair, reasonable,

and adequate; (ii) whether the Action should be dismissed with prejudice; (iii) whether the Court should award attorneys'

fees and reimbursement of expenses for Plaintiffs' Counsel, and in what amount; and (iv) to hear such other matters as may

properly come before the Court.

This Notice summarizes

the nature of the Action, the terms of the proposed Settlement, and your rights in connection with the Settlement and the Settlement

Hearing. Nothing in this Notice constitutes a finding by the Court regarding the merits of the claims or defenses asserted by any

party, the merits of the Settlement, or any other matter. Nor does it reflect the views of the Court.

Defendants have denied

the allegations against them and continue to deny vigorously any wrongdoing or liability with respect to all claims asserted in

the Action. They nonetheless support the Settlement because they recognize and believe that it is in the Company's best interests

to resolve the Action, considering such factors as the time, expense, and distraction further litigation would cause.

Plaintiffs believe that

the proposed Settlement will put in place substantive corporate governance reforms that will significantly assist Hemispherx in

ensuring sufficient internal controls, implementing adequately designed clinical trials for the Company's drug Ampligen,

and maintaining close oversight of its interactions with the United States Food & Drug Administration (the "FDA")

The parties believe that

the Settlement is in the best interests of Hemispherx and its shareholders.

All capitalized terms not otherwise defined herein have the same meaning as the terms defined in the Stipulation and Agreement

of Settlement ("Stipulation").

The Individual Defendants are: William A. Carter, Charles T. Bernhardt, Thomas K. Equels, David R. Strayer, Richard

C. Piani, William M. Mitchell, and Iraj E. Kiani.

YOU SHOULD READ THIS

NOTICE CAREFULLY BECAUSE YOUR LEGAL RIGHTS MAY BE AFFECTED.

that is the subject of this Notice seeks recovery on behalf of Hemispherx based on claims of breaches of fiduciary duty asserted

against the Individual Defendants in a consolidated shareholder derivative action pending in the United States District Court for

the Eastern District of Pennsylvania on behalf of Hemispherx.

The Action alleges that

the Individual Defendants breached their fiduciary duties owed to Hemispherx and its shareholders by, inter alia, failing

to ensure sufficient internal controls, failing to implement adequately designed clinical trials for the Company's drug Ampligen,

and making, or causing the Company to make, numerous material rosy misrepresentations concerning the likelihood of the FDA's

approval of Ampligen and Hemispherx's financial results and projections.

The proposed Settlement

provides, among other things, that Hemispherx will spend enact several corporate governance reforms directed to quality and regulatory

compliance, as set forth in Exhibit A hereto.

In recommending that

the parties settle at this time under the terms and conditions set forth in the Settlement, Plaintiffs' Counsel has weighed

the risks of further litigation against the benefits that counsel was able to obtain for Hemispherx and its shareholders pursuant

to the Settlement. Plaintiffs' Counsel believes that the Settlement confers material benefits upon Hemispherx and its shareholders.

The Settlement has been achieved after significant investigation, analysis, and litigation by Plaintiffs' Counsel. The detailed

provisions of the Settlement reflect the results of intensive arm's-length negotiations between the parties, as well as the

expertise of a corporate governance expert retained by Plaintiffs' Counsel.

Defendants have denied

and continue to deny that they have any liability as a result of any or all of the allegations asserted in the Action or that they

engaged in any wrongdoing whatsoever. Hemispherx and the Individual Defendants are entering into the Settlement to enhance Hemispherx's

corporate governance policies to benefit Hemispherx and its shareholders, and to eliminate the burden, distraction, expense, and

uncertainty of further litigation.

The Settlement also resolves the claims alleged in the related consolidated action In re Hemispherx Biopharma, Inc. Shareholder

Derivative Litigation, No. 13-0300110 (Court of Common Pleas of Philadelphia County, Pennsylvania).

In the Settlement, the

parties agree that Plaintiffs' Counsel may request a fee award of not more than $725,000.00, which includes reimbursement

of their costs and expenses, subject to Court approval. Plaintiffs' Counsel have been retained on a contingent fee basis

and, thus, to date they have not been paid for their legal services or reimbursed for expenses they have incurred in connection

with the litigation of the Action.

fees and award of expenses for which Plaintiffs' Counsel will seek Court approval were the subject of arm's-length

negotiations begun after the principal terms of the proposed Settlement were agreed upon.

The Court has scheduled

a Settlement Hearing for September 27, 2016, at 10:00 a.m. At this hearing, the Court will hear any objections to any aspect of

the Settlement raised by any current Hemispherx shareholder. At or following the hearing, the Court will determine whether the

Settlement is fair, reasonable, and adequate, and determine whether to enter a final order approving the Settlement. The Court

will also consider Plaintiff's Counsel's application for attorneys' fees and reimbursement of expenses.

Pending final determination

of whether the Settlement should be approved, Plaintiffs, Defendants, and all Hemispherx shareholders are barred and enjoined from

instituting or prosecuting any action that asserts any of the Released Claims against any of the Released Parties (as those terms

are defined in the Stipulation).

YOU ARE NOT REQUIRED

TO PARTICIPATE IN OR ATTEND THE SETTLEMENT HEARING, BUT MAY DO SO IF YOU WISH. If you are a current Hemispherx shareholder, and

you wish to express an objection to any portion of the Settlement or Plaintiffs' Counsel's application for attorneys'

fees and reimbursement of expenses, you must send a signed letter or other signed written submission providing a detailed statement

of your specific objections. Your written objection must: (i) state your name, address, and telephone number; (ii) provide the

number of shares of Hemispherx common stock you own as of the date of the submission, accompanied by copies of brokerage statements

evidencing such ownership of Hemispherx common stock; and (iii) provide a detailed description of your specific objections to any

matter before the Court, all the grounds for your objections, and any documents you wish the Court to consider. You must mail the

objection and your supporting papers to the Court and each of the attorneys listed at the addresses provided below to arrive no

later than September 13, 2016. YOUR OBJECTION MUST BE IN WRITING AND RECEIVED BY THIS DATE TO BE CONSIDERED. If your objection

is not received in a timely manner, the Court may deem it waived and may not consider it.

District Court for the Eastern District of Pennsylvania