The transaction, which is contingent on approval of both Avantogen and Hawaii Biotech shareholders, is expected to close in late April, 2006. The combined business will incorporate both Avantogen's and Hawaii Biotech's complementary technologies, and will maintain the existing vaccine development laboratories in Oahu, Hawaii, with corporate headquarters in Southern California. This new agreement builds upon a previously executed License Agreement between Avantogen and Hawaii Biotech in which Hawaii Biotech successfully evaluated Avantogen's proprietary immunostimulatory adjuvant, GPI-0100, for use in Hawaii Biotech's West Nile vaccine.
Under terms of the agreement, Avantogen will contribute US $3.5 million in cash, its vaccine adjuvant program (currently in Phase I human trials) and Pentrys vaccine program (currently in Phase II human trials), and its senior management team, while Hawaii Biotech will contribute its vaccine research and development team, its pre-clinical vaccine programs and facilities, its vaccine grant funding, and US $1 million in cash. Under certain circumstances applicable to both Avantogen and Hawaii Biotech, equity ownership of the newly combined company can be adjusted to 60%-40% in either direction.
Leonard Firestone, M.D., current CEO of Avantogen, will become CEO of the newly combined company, while Carolyn Weeks-Levy, current VP of Research, Development, and Regulatory Affairs and leader of Hawaii Biotech's vaccine programs, will become its Chief Scientific Officer. Bruce Nye, Avantogen's CFO
'"/>
Contact: Dr. Leonard Firestone
LFirestone@Avantogen.com
Research Australia
20-Mar-2006