MultiCell Takes Control of Cell Marketing Program[8K is attached below]
Monday February 6, 6:30 am ET PROVIDENCE, R.I.--(BUSINESS WIRE)--Feb. 6, 2006--MultiCell Technologies, Inc. (OTCBB:MCET - News), a developer of therapeutics for the treatment of degenerative neurological diseases, metabolic and endocrinological disorders, and infectious diseases, and a leading supplier of non-tumorigenic immortalized human hepatocytes, announced today it had terminated the exclusive license agreement with XenoTech, LLC of Lenexa, Kansas, effective January 31, 2006, for failure to meet minimum royalty obligations.
Under terms of the 2003 agreement, XenoTech was allowed to sell sub-licenses for the propagation of Multicell's immortalized human liver cells ("hepatocytes"). These cells may be used to develop highly predictive, high-throughput drug development assays for drug discovery, lead optimization and pharmacogenomic studies. Industry statistics show, on the average, it now costs almost $1 billion to develop a new drug. Many drugs fail in development because the human liver cannot process toxic aspects of many new drug candidates. MultiCell believes that highly predictive assays such as ones using its hepatocytes could predict potential failures earlier in the development process thus saving pharmaceutical companies millions of dollars in drug development costs."We believe our immortalized human hepatocytes are ideal products, which help to fill a currently unmet need within the pharmaceutical industry, and that there are no other consistent products available to pharmaceutical companies for predicting the liver toxicity of new drug compounds," Stephen Chang, Ph.D., President of Multicell explained. "We believe that one of MultiCell's greatest strategic advantages is our management team's ability to move quickly to complete transactions as evidenced in the past six months. We plan to take advantage of this strength by taking direct control of the marketing and selling activities for this key product."
About MultiCell Technologies, Inc.MultiCell Technologies, Inc. is a developer of therapeutic products, and a supplier of immortalized human cell lines for drug discovery applications. With its majority-owned subsidiary MultiCell Immunotherapeutics, Inc., MultiCell is working to commercialize new therapeutics for the treatment of degenerative neurological diseases, metabolic and endocrinological disorders, and infectious diseases. MultiCell's cellular systems research labs are in Lincoln, RI. MultiCell Immunotherapeutics is located in San Diego, CA.
For more information about MultiCell see multicelltech.com. Information on our website is not part of this press release.
Caution Regarding Forward-Looking StatementsAny statements in this press release about MultiCell's expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements for purposes of the Private Securities Litigation Reform Act of 1995 (the "Act"). These statements are often, but not always, made through the use of words or phrases such as "believe", "will", "expect", "anticipate", "estimate", "intend", "plan", "forecast", "could", and "would". Examples of such forward looking statements include statements regarding contemplated guidance in the investment and financial markets, evaluation of the company's lead drug candidates, or commencement of clinical trials. MultiCell bases these forward-looking statements on current expectations about future events. They involve known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to differ materially from those expressed or implied by any forward-looking statement. Some of the risks, uncertainties and assumptions that could cause actual results to differ materially from estimates or projections in the forward-looking statement include, but are not limited to, the risk that we might not achieve our anticipated clinical development milestones, receive regulatory approval, or successfully commercialize our lead drug candidates as expected, the market for our products will not grow as expected, and the risk that our products will not achieve expectations. For additional information about risks and uncertainties MultiCell faces, see documents MultiCell files with the SEC, including MultiCell's report on Form 10-KSB for the fiscal year ended November 30, 2004, and all our quarterly and other periodic SEC filings. MultiCell claims the protection of the safe harbor for forward-looking statements under the Act and each assume no obligation and expressly disclaim any duty to update any forward-looking statement to reflect events or circumstances after the date of this news release or to reflect the occurrence of subsequent events.
Contact:MultiCell Technologies, Inc.
Gerard A. Wills, 858-200-0583
MCETinvestor@multicelltech.com
or
Trilogy Capital Partners
Paul Karon, 800-592-6067 (Financial Communications)
paul@trilogy-capital.com
Source: MultiCell Technologies, Inc.
biz.yahoo.com
Form 8-K for MULTICELL TECHNOLOGIES, INC.
6-Feb-2006
Termination of Material Agreement, Sale of Equity, Financial Stateme
Item 1.02. Termination of a Material Definitive Agreement.
On January 31, 2006, MultiCell Technologies, Inc. (the Company) terminated the License Agreement (the Agreement) between XenoTech, LLC, (XenoTech) and the Company dated August 4, 2003. The Agreement was terminated by the Company prior to the end of the original seven-year term of the Agreement. Pursuant to the Agreement, among other things, the Company had granted a license to XenoTech to practice inventions and utilize and sell products and services included within certain intellectual property of the Company relating to immortalized human hepatic cells and cell lines. The Company terminated the Agreement due to the failure of XenoTech, with due notice, to cure various breaches within the time allotted by the Agreement.
Item 3.02 Unregistered Sale of Equity Securities. On February 1, 2006, the Company issued a Warrant to Purchase Common Stock (the Warrant) to Trilogy Capital Partners, Inc. (the Holder). Pursuant to the Warrant, the Holder is entitled to purchase from the Company up to 1,000,000 shares of the Company's Common Stock, at an exercise price per share of $0.60. The Warrant shall expire and shall no longer be exercisable on the earlier of February 1, 2009 or any change of control of the Company. The Company granted piggyback registration rights to the Holder with respect to the Warrant and the shares exercisable thereunder. The Warrant issuance was exempt from registration by virtue of Section 4(2) of the Securities Act of 1933, as amended. A copy of the form of the Warrant is filed herewith as Exhibit 4.1 and is incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
4.1 Form of Warrant to Purchase Common Stock dated February 1,
2006 issued by the Company to Trilogy Capital Partners,
Inc.
biz.yahoo.com |
