Agreement Accelerates Protein Polymer Technologies' Commercial Entry
SAN DIEGO, Nov. 28 /PRNewswire-FirstCall/ -- Protein Polymer Technologies,
Inc. (OTC Bulletin Board: PPTI.OB), a biotechnology device company that is a
pioneer in protein design and synthesis and Surgica Corporation today
announced that they have signed an Asset Purchase Option Agreement which, if
the option is exercised, would result in the acquisition of all of Surgica's
assets by a wholly-owned subsidiary of PPTI in exchange for PPTI common stock.
The option will become effective no later than December 17, 2005, subject to
the satisfaction of certain conditions, and upon the effective date, PPTI and
Surgica will enter into a License Agreement under which PPTI will acquire
exclusive rights to Surgica's technology and products. Currently, Surgica has
three Food and Drug Administration (FDA) cleared polyvinyl alcohol (PVA) based
embolization products -- PVA Plus(TM), MicroStat(TM) and MaxiStat(TM), with
additional products in development. Surgica operates an FDA-registered
facility for manufacture of these medical devices.
"This agreement, together with the license and related agreements,
represents a significant milestone in our strategic plan to add shareholder
value by bolstering our product portfolio and pipeline with innovative
therapies that speed our entry into commercialization," said William N.
Plamondon III, Chief Executive Officer of Protein Polymer Technologies.
"Surgica's embolization products provide an important minimally invasive
treatment option for patients and will allow us to enter the growing
embolization market."
Transaction Summary
Under the terms of the Option Agreement, PPTI will acquire a two-year
option to purchase substantially all of Surgica's assets for an initial common
stock grant of 2 million shares and a potential future incentive issuance of
additional common shares based on future sales performance of Surgica's
products. Any securities offered or issued in connection with the purchase of
Surgica's assets 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 under such Act or an applicable exemption from such registration
requirements.
Under the terms of the License Agreement, PPTI will acquire the rights to
the three embolization products, one issued patent, and technical and market
know-how in return for the assumption of up to approximately $650,000 of
certain Surgica liabilities, cash payments of up to approximately $400,000
against certain other Surgica liabilities and a royalty to Surgica of
25 percent of net profits on revenues generated by the sale of the Surgica
products.
A related Supply and Services Agreement provides for the manufacture of
product by Surgica and the provision of services to PPTI, including further
product development, in exchange for operating payments to Surgica.
The transaction was structured to enable both companies to begin working
together as quickly as possible in order to maximize sales growth for the
licensed products. When, and if, the Asset Purchase Option is exercised by
PPTI, Surgica would then operate as a division of PPTI and it is contemplated
that Louis R. Matson, Founder and Chief Executive Officer of Surgica, would
assume the role of division president, reporting to Mr. Plamondon. Until such
time, Surgica will continue to operate as an independent company with Mr.
Matson continuing in his current positions.
Key Product Highlights
Surgica's patented PVA foam embolization products are manufactured
according to a proprietary process, and include both spherical and standard
particle forms. Advancing standard PVA technology that has been safely used
in humans for over 30-years, Surgica's products have fluid suspension
properties intended to maximize product performance. Currently, Surgica's
products are cleared for use in endovascular management of arteriovenous
malformations (AVMs) and neoplastic lesions when presurgical devascularization
is desirable.
* PVA Plus(TM) -- is used to embolize smaller blood vessels
* MaxiStat(TM) -- is used to embolize medium blood vessels
* MicroStat(TM) -- is used to embolize tumors
Surgica is also developing an additional product, Blocker(TM) that will be
used to embolize larger blood vessels.
Beyond Surgica's current indication for use, upon completion of the
transaction, PPTI intends to submit a new 510(k) application to the FDA to
expand labeled indications for Surgica's products to include treatment of
uterine fibroids, liver cancer and certain other applications. PPTI and
Surgica also intend to develop drug delivery applications based on the Surgica
technology platform.
Market Potential
Primarily used by interventional radiologists, embolization products are
used to treat a variety of medical conditions by blocking blood flow to
tissues, damaged blood vessels, vascular malformations and tumors including
uterine fibroids.
One of the most rapidly growing areas for embolization is the minimally
invasive treatment of uterine fibroids. Approximately 70 percent of the
projected 275,000 hysterectomies performed to treat uterine fibroids in 2005
would benefit from this procedure. The Company estimates a conservative
annual market potential for uterine fibroid embolization (UFE) could exceed
$200 million in the U.S. and $300 - $500 million worldwide.
Embolic agents are also used in the treatment of inoperable liver cancer,
a condition affecting approximately 75,000 people in the United States in
2005, with an annual market potential of $200 million U.S. and $400 million
worldwide.
About Protein Polymer Technologies, Inc.
Protein Polymer Technologies, Inc. is a biotechnology company that
discovers and develops innovative therapeutic devices to improve medical and
surgical outcomes. The Company focuses on developing technology and products
to be used for soft tissue augmentation, tissue adhesives and sealants, wound
healing support and drug delivery devices. Protein Polymer Technologies'
proprietary protein-based biomaterials are uniquely tailored to optimize
clinical performance and contain no human or animal components that could
potentially transmit or cause disease. The Company is headquartered in San
Diego, California. For additional information about the Company, please visit
http://www.ppti.com.
To date, PPTI has been issued twenty-six U.S. patents on its core
technology with corresponding issued and pending patents in key international
markets.
This press release contains forward-looking statements that are based on
management's views and expectations. Actual results could differ materially
from those expressed here; further, the Company is not obligated to comment
specifically on those differences. Risks associated with the Company's
activities include raising adequate capital to continue operations, scientific
and product development uncertainties, competitive products and approaches,
continuing collaborative partnership interest and funding, regulatory testing
and approvals, and manufacturing scale up. The reader is encouraged to refer
to the Company's 2004 Annual Report Form 10-KSB and 10KSB/A and other recent
filings with the Securities and Exchange Commission, copies of which are
available from the Company, to further ascertain the risks associated with the
above statements.
SOURCE Protein Polymer Technologies, Inc.
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Related links:
http://www.ppti.com
CONTACT:
Investor, Erin Davis of Protein Polymer
Technologies, Inc., +1-858-558-6064, ext. 120, or, media, Bryan
deCastro, +1-631-495-9177, or Carole Boucard, +1-954-370-2524,
both for Creative Public Relations
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