Protein Polymer agrees option to buy Surgica for 2 million shares

By Angela McDaniels

Seattle, Nov. 28 - Protein Polymer Technologies Inc. and Surgica Corp. said they have signed an asset purchase option agreement which would result in the acquisition of all of Surgica's assets by a Protein Polymer subsidiary.

Protein Polymer has until Dec. 17 to exercise the two-year option.

Surgica would receive an initial common stock grant of 2 million shares of Protein Polymer common stock and a potential future incentive issuance of additional common shares based on future sales performance of Surgica's products.

Protein Polymer would acquire the rights to three embolization products, one issued patent, and technical and market know-how in return for the assumption of up to $650,000 of Surgica liabilities, cash payments of up to $400,000 against other Surgica liabilities and a royalty to Surgica of 25% of net profits on revenues generated by the sale of the Surgica products.

"This agreement, together with the license and related agreements, represents a significant milestone in our strategic plan to add shareholder value by bolstering our product portfolio and pipeline with innovative therapies that speed our entry into commercialization," said William N. Plamondon, chief executive officer of Protein Polymer, in a company news release.

"Surgica's embolization products provide an important minimally invasive treatment option for patients and will allow us to enter the growing embolization market."

If the asset purchase option is exercised by Protein Polymer, Surgica would then operate as a division of Protein Polymer. Louis R. Matson, founder and chief executive officer of Surgica, may assume the role of division president, the companies said.

A related supply and services agreement provides for the manufacture of product by Surgica and the provision of services to Protein Polymer, including further product development, in exchange for operating payments to Surgica.

Primarily used by interventional radiologists, embolization products are used to treat a variety of medical conditions by blocking blood flow to tissues, damaged blood vessels, vascular malformations and tumors, the companies said.

Protein Polymer is a San Diego, Calif.-based biotechnology company that develops therapeutic devices to improve medical and surgical outcomes.

Based in El Dorado Hills, Calif., Surgica develops tissue-engineering products and manufactures biopharmaceutical products and medical devices.

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