Strategic Healthcare (fka SHCS)

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EpiPharma Enters Into Agreement to Acquire Interest in Stem Cell Entity

January 18, 2005 07:00:51 (ET)


SCOTTSDALE, Ariz., Jan 18, 2005 /PRNewswire-FirstCall via COMTEX/ -- EpiPharma, Inc. ("EpiPharma") (Pink Sheets: EPHM) has entered into an agreement to purchase 25% of ITL Laboratories, L.L.C. ("ITL"), an entity engaged in the research, development and administration of human umbilical cord stem cells (USCs) for the treatment of neurological and degenerative diseases.

ITL is in the process of establishing an offshore research laboratory and treatment center utilizing adult stem cells, including USCs. The administration of USCs is a promising therapy for a variety of neurological and degenerative diseases. Unlike embryonic stem cells, USCs are not morally or ethically controversial and are a by-product of a natural birth with 99% of umbilical cords being disposed of as medical waste. USCs are more versatile than originally thought and so far have demonstrated the ability to form brain, heart, liver, bone, blood forming, and immune cells.

Recent limited offshore clinical case studies have shown potential utility of USCs in neurological diseases such as stroke, cerebral palsy, and multiple sclerosis. To date, no long term or double-blind studies of USCs have been performed. It is unlikely that stem cell treatments will be approved by the Food and Drug Administration for broad applications of neurological and degenerative diseases within the next 5-7 years in the U.S. This provides for an excellent opportunity for the clinical application of stem cells in a licensed medical facility and laboratory located proximal to, yet outside of the U.S. ITL owns proprietary technology for the expansion of human USCs.

EpiPharma was formed on September 13th, 2001 as a subsidiary of Baywood International, Inc. ("Baywood") (BYWD, Trade) and began trading on the Pink Sheets on December 14, 2004. A letter of intent to acquire Aidan Products, L.L.C. ("Aidan") was originally signed by Baywood on May 19, 2004 and was renewed and transferred to EpiPharma on January 17, 2005. EpiPharma may immediately exercise its option to invest in ITL upon the close of the acquisition of Aidan. EpiPharma will remain as a majority-owned subsidiary of Baywood after the proposed transaction to acquire Aidan and the investment in ITL is completed.

The transaction to acquire Aidan and the investment in ITL is subject to the execution of mutually acceptable purchase agreements, financing and customary closing conditions, including the receipt of necessary approvals by third parties.

"While recognizing the strengths that nutraceuticals have in the healthcare arena due to their increasing mainstream acceptance and continued therapeutic benefits, we recognize the necessity of finding opportunities to increase value for Baywood's shareholders by expanding into other healthcare related channels either through the acquisition or investment in the types of companies, products and technologies that are market leaders," stated Neil Reithinger, C.E.O. and President of Baywood and President of EpiPharma. "It is for this reason that Baywood is utilizing EpiPharma as a vehicle to facilitate the acquisition of Aidan and to pursue the acquisition and investment in other novel, cutting-edge technologies such as those being developed by ITL."

About EpiPharma:

EpiPharma, Inc. (Pink Sheets: EPHM) focuses on the development, production and acquisition of complex nutraceuticals and other novel technologies for therapeutic applications. EpiPharma's current objective is to sell these complex nutraceutical products through healthcare practitioners and to administer its novel technologies through other healthcare channels. Contact EpiPharma, Inc. at 1-800-519-2037 or for more information visit www.epipharma.com.

About Baywood:

Baywood International, Inc. (BYWD, Trade) is a nutraceutical company specializing in the development, marketing and distribution of its own proprietary brands under the names Baywood PURECHOICE(R), Baywood SOLUTIONS(R) and Complete La Femme(R). The Company's products are distributed through independent and chain health food stores, pharmacies, grocery stores, and other direct-to-consumer channels both internationally and domestically. Contact Baywood International, Inc. at 1-888-350-0799 or for more information visit www.bywd.com.

This press release may contain forward-looking statements, made in reliance upon Section 21D of the Exchange Act of 1934, which involve known and unknown risks, uncertainties or other factors that could cause actual results to differ materially from the results, performance, or expectations implied by these forward-looking statements. The Issuer's expectations among other things are dependent upon general economic conditions, continued demand for its products, the availability of raw materials, retention of its key management and operating personnel, as well as other uncontrollable or unknown factors which are more fully disclosed in Baywood's Form 10-KSB's and 10-QSB's on file with the United States Securities and Exchange Commission.

SOURCE EpiPharma, Inc.


Neil Reithinger, President of EpiPharma, Inc., [phone], [e-mail]
or Sandy Rossen of I.R. International Consultants, Inc., [phone],
[e-mail], for EpiPharma, Inc.

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