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Avantogen Limited (Avantogen)(ASX:ACU), and Hawaii
Biotech, Inc. (Hawaii Biotech), a privately held company, closed today
on the Definitive Agreement executed and announced on March 14, 2006,
combining their respective vaccine businesses. The Company will
continue to be known as Hawaii Biotech, Inc., and is 50% owned each by
Hawaii Biotech's current shareholders and Avantogen Limited. Both
Avantogen and Hawaii Biotech's shareholders gave approval for the
transaction.
The combined business will incorporate both Avantogen's and Hawaii
Biotech's complementary technologies, and will maintain the existing
corporate headquarters and vaccine development laboratories in Oahu,
Hawaii, as well as an office in California.
Under terms of the agreement, Avantogen contributed 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
contributed 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.
Following a meeting of the new Hawaii Biotech, Inc. Board of
Directors, Leonard Firestone, M.D., an experienced biotech executive,
was named CEO of Hawaii Biotech, Inc., while Carolyn Weeks-Levy,
current VP of Research, Development, and Regulatory Affairs and leader
of Hawaii Biotech's vaccine programs, was named its Chief Scientific
Officer. David G. Watumull, Hawaii Biotech's former CEO, has become
CEO of Cardax Pharmaceuticals, Inc., an anti-inflammatory small
molecule development business in Honolulu, which was spun out of
Hawaii Biotech and is wholly owned by the pre-combination Hawaii
Biotech shareholders.
Hawaii Biotech's Board members are: Avantogen Chairman Richard
Opara (Chairman), Nicholas Mitsakos, Hawaii Biotech's former Chairman;
Leonard Firestone, M.D., CEO; Joseph Boystak, former Managing Director
with Jefferies & Co and now with Chopin Capital Partners; and Richard
Foster, who will continue to serve as Director.
The CEO, Dr. Firestone, commented: "This business combination was
driven by scientific, fiscal, and corporate synergies, and has created
a truly world-class vaccine development company. Hawaii Biotech's
scientific team has capabilities with recombinant technology that can
uniquely and genuinely address the spectre of pandemic viral disease.
The Company's exceptional manufacturing platform will allow us to lead
the marketplace, by rapidly delivering the quality and quantity of
vaccine product needed for viral pandemics such as Influenza. These
same manufacturing methods will also support the development of our
valuable West Nile and Dengue Fever vaccine products, both of which we
expect to enter the clinic in 2007."
About Hawaii Biotech's Vaccine Business
Hawaii Biotech's vaccine development platform is based on
production of proprietary antigens (proteins) that, when appropriately
adjuvanted, provoke immune responses equivalent to, or better than,
traditional live or inactivated viral vaccines -- with a significantly
improved safety profile. During the past 3 years, Hawaii Biotech
received funding commitments of over US $30 million from the U.S.
National Institutes of Health and other governmental agencies, to
develop vaccines to prevent human infection by the West Nile virus,
Dengue Fever virus, pandemic and annual Influenza viruses, and other
serious incurable diseases including hepatitis C, malaria, Tick-borne
and Japanese encephalitis, Ebola, and Eastern equine encephalitis.
About Avantogen's GPI Adjuvant
Avantogen's GPI-0100 product, a triterpene saponin, is currently
under license to Pfizer Animal Health, Inc., Endocyte, Inc.,
University of Alabama, and Memorial-Sloan Kettering Cancer Center, to
boost immune responses to their respective vaccine-based products
under development.
About Avantogen, Ltd.
Avantogen (formerly Australian Cancer Technology) is an
international biotechnology company developing a broad
oncology-related product portfolio. Avantogen has acquired the North
American marketing rights for RP101, a promising pancreatic cancer
drug currently in Phase II clinical studies through a subsidiary
company, Resistys Inc, a joint venture with Bioaccelerate of New York.
Avantogen's Pentrys(R) anti-cancer vaccine is being evaluated in
prostate cancer patients in Phase IIb clinical studies and the company
is advancing several immune enhancing adjuvants in three Phase I
cancer trials. The immune enhancing adjuvants were developed by
Galenica, a privately held U.S. vaccine developer. Avantogen acquired
Galenica in July 2004. The company also markets Revisys(R), a branded
line of medical nutritionals designed for people with special needs,
including those undergoing cancer treatments. Avantogen is traded on
the Australian Stock Exchange (ASX) under the symbol ACU. The company
has established a Level 1 ADR stock program in the U.S. trading under
the symbol AUCJY and is listed on the Xetra exchange, the electronic
trading system of the Frankfurt Stock Exchange, trading under the
symbol CBS. For further information, visit www.Avantogen.com.
About Pandemic Influenza and "Bird Flu"
The Centers of Disease Control (CDC) defines an influenza pandemic
as a global outbreak that occurs when a new, virulent influenza A
virus "emerges" in the human population, and spreads easily from
person to person worldwide. Local outbreaks of "bird flu" may be a
source of a new flu virus. Pandemics are different from seasonal
outbreaks or "epidemics" of influenza. Seasonal outbreaks are caused
by subtypes of influenza viruses that already circulate among people,
whereas pandemic outbreaks are caused by new subtypes that "emerge,"
or by subtypes that haven't circulated among people for a long time,
or ever. Past influenza pandemics have led to high levels of illness,
death, social disruption, and economic loss. The severity of the next
pandemic cannot be predicted, but models suggest that in the absence
of any control measures (e.g., vaccination), a "medium-level" pandemic
in the U.S. could cause 89 - 207,000 deaths, 314 - 734,000
hospitalizations, 18 - 42 million outpatient visits, and another 20 -
47 million people being sick. Between 15% and 35% of the U.S.
population could be affected by an influenza pandemic, and the
economic impact could range between $71.3 and $166.5 billion.
Forward-Looking Statements
Statements contained in this press release that are not historical
information are forward-looking statements as contemplated by the
Private Securities Litigation Reform Act of 1995. Such forward-looking
statements are subject to risks and uncertainties that could cause
actual results to differ materially from those projected or implied.
Such potential risks and uncertainties relate, but are not limited to,
the results of clinical trials, product demand and market acceptance,
the impact of competitive products and pricing, effectiveness and pace
of current and future product development, and regulatory approval.
More detailed information on these and additional factors that could
affect Avantogen's business, prospects and operating and financial
results are described in Avantogen's annual reports filed or to be
filed with the Australian Stock Exchange. Avantogen urges all
interested parties to read these reports to gain a better
understanding of the many business and other risks that the company
faces. For further information visit www.avantogen.com. The historical
results achieved by the company are not necessarily indicative of its
future prospects. The company undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise.