SEC Form 8-K/A: Biophan Details Technology License and Investment Agreements with Boston Scientific in SEC Form 8-K/A Provisions Inc
B: Biophan Details Technology License and Investment Agreements with Boston Scie
tific in SEC Form 8-K/A Provisions Include $5 Million Equity Investment by Bosto
Scientific, Royalties and Milestone Payments for Proprietary Technologies
excerpt: The technology license agreement........ to make implantable medical devices and "surgical tools" safe &/or image compatible in Magnetic Imaging Resonance (MRI) systems...
ROCHESTER, N.Y., Jul 08, 2005 (BUSINESS WIRE) -- Biophan Technologies, Inc.
(OTCBB: BIPH), a developer of next-generation biomedical technology, further
detailed the terms of its technology licensing and equity agreements with
leading medical device manufacturer Boston Scientific Corporation (NYSE: BSX) in
an SEC Form 8-K/A filed today.
The technology license agreement has a number of provisions, including the
granting of various rights to commercially implement a number of Biophan's
patented solutions to make implantable medical devices and surgical tools safe
and/or image-compatible in Magnetic Resonance Imaging (MRI) systems. The
agreement grants Boston Scientific various exclusive and non-exclusive licenses,
for certain products, to a number of Biophan's proprietary technologies, plus
sublicensing rights for the sale of commercial products that are based on the
licensed technologies.
"We believe these agreements with Boston Scientific represent the next
significant step toward the creation of medical devices that are MRI-safe and
image compatible," said Biophan CEO Michael Weiner. "Through use of our
proprietary technology, leading medical device manufacturers will have the
ability to produce and market medical devices that offer critical advantages of
MRI safety and MRI image compatibility. These agreements are an important
milestone along that path."
Under the terms of the agreements, Boston Scientific will pay Biophan an upfront
license fee of $750,000, plus annual license maintenance fees. Boston Scientific
will also make milestone payments for the launch of commercial products based on
the licensed technologies, and Biophan will receive royalties on the sale of
products that employ the licensed technologies.
Boston Scientific is also acquiring $5 million of Biophan common stock, priced
at a 10% premium over the average of the closing price for the 30 calendar-day
period preceding the closing. Funding under both agreements is expected to occur
following confirmation of paperwork related to our recent acquisitions.
About Biophan Technologies
Biophan develops and markets cutting-edge technologies designed to make
biomedical devices safe and image compatible with the magnetic resonance imaging
(MRI) environment. The Company develops enabling technologies for implanted
medical systems such as pacemakers and interventional surgical devices such as
catheters, guidewires, stents, and other implants to allow them to be safely and
effectively imaged under MRI. The technology is also being used to create MRI
contrast agents, and has expanded to include other applications, such as drug
delivery and power systems derived from body heat. Four Biophan technologies
include advances in nanotechnology and thin film coatings. Committed to growth
through innovation and developmental leadership, Biophan and its licensors now
hold a total of 140 U.S. patents, licenses, or applications. This total includes
38 issued U.S. patents, 9 recently-allowed applications that will issue as
patents in the near future, and 93 pending applications at various stages of
examination at the U.S. Patent and Trademark Office, plus international
applications. The patents cover areas including nanotechnology (nanomagnetic
particle coatings), radio frequency filters, polymer composites, thermoelectric
materials for batteries generating power from body heat, and photonics. Biophan
has joint development and licensing agreements with Boston Scientific (NYSE: BSX
- News) and NASA's Ames Center for Nanotechnology. Biophan's goal is to make all
biomedical devices capable of safely and successfully working with MRI, and
delivering other technologies which will improve quality of life. For more
information, please visit www.biophan.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements included in this press release may constitute forward-looking
statements within the meaning of applicable securities laws. These statements
reflect what Biophan anticipates, expects, or believes may happen in the future.
Biophan's actual results could differ materially from the outcome or
circumstance expressed or implied by such forward-looking statements as a result
of a variety of factors including, but not limited to: Biophan's ability to
develop its technologies; the approval of Biophan's patent applications; the
successful implementation of Biophan's research and development programs; the
ability of Biophan to demonstrate the effectiveness of its technology; the
acceptance by the market of Biophan's technology and products incorporating such
technology, the ability of Biophan to effectively negotiate and enter into
contracts with medical device manufacturers for the licensing of Biophan's
technology; competition; the ability of Biophan to raise capital to fund its
operating and research and development activities until it generates revenues
sufficient to do so; and the timing of projects and trends in future operating
performance, as well as other factors expressed from time to time in Biophan's
periodic filings with the Securities and Exchange Commission (the "SEC"). As a
result, this press release should be read in conjunction with Biophan's periodic
filings with the SEC which are incorporated herein by reference. The
forward-looking statements contained herein are made only as of the date of this
press release, and Biophan undertakes no obligation to publicly update such
forward-looking statements to reflect subsequent events or circumstances.
SOURCE: Biophan Technologies, Inc.
CONTACT: Biophan Technologies, Inc.
Carolyn Hotchkiss, 585-214-2407
or
Press Interviews:
Jennifer Gould, 212-843-8037
Copyright Business Wire 2005
-0-
KEYWORD: United States
North America
New York
INDUSTRY KEYWORD: Technology
Other Technology
Health
Biotechnology
Hospitals
Infectious Diseases
Medical Devices
Oncology
Pharmaceutical
Radiology
Research & Science
Professional Services
Finance
SUBJECT CODE: Contract/Agreement
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