Norwood Immunology takes option to acquire vaccine technology

By Lisa Kerner

Erie, Pa., Jan. 19 - Norwood Immunology Ltd. announced it has entered into a call option to acquire all the share capital of Netherlands-based Bestewil Holding Ltd., owner of Virosome Biologicals Ltd., according to a company news release.

Virosome Biologicals is developing a proprietary platform enabling technology for vaccines, based upon the combination of an adjuvant with virosomes.

The consideration for the granting of the option is a subscription in newly issued Bestewil shares of €250,000 on commencement and up to €700,000 in monthly tranches during 2006.

The option is terminable by Norwood Immunology on a monthly basis not later than Dec. 31, 2006.

If the option is called by Norwood Immunology, the agreed consideration for the transaction will be up to €25 million (€20 million in Norwood shares and €5 million in cash), subject to achieving certain milestones.

The issue of shares for the acquisition if the option is called will be subject to shareholder approval through an extraordinary general meeting at that time.

Norwood Immunology was advised in this transaction by Europa Partners Ltd. and Dutch lawyers, Loyens & Loeff.

Pre-clinical studies undertaken by Virosome Biologicals have shown an immune response to influenza vaccines up to 150 times greater than traditional non-adjuvanted virosome delivery technology.

Virosome Biologicals' technology is seen as highly complementary to Norwood Immunology's core technology for rejuvenation of the adult immune system and could be applicable to a wide range of vaccine applications, the company said.

The adjuvant technology is completing a phase 1 trial in conjunction with a nasal flu vaccine application, under a license agreement with a European pharmaceutical company. Virosome Biologicals expects to receive milestone payments and royalties as the clinical development and commercialization program moves forward.

Norwood Immunology said it sees significant commercial potential for the adjuvanted virosome technology, such as in the field of influenza and mass vaccination campaigns, said the company.

Norwood Immunology focuses on technologies and therapies to rejuvenate activity of the immune system. The company is based in Victoria, Australia.

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